-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VgGj2+c4oqZgJjEHeaJeEqEd/g5L5LMy59X6PWP5tT/AeXfUtBTPeUpWHz/IcJ07 yJSjZ0GAc1podV5nwqD09w== 0000897423-96-000053.txt : 19960629 0000897423-96-000053.hdr.sgml : 19960629 ACCESSION NUMBER: 0000897423-96-000053 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960627 SROS: NASD GROUP MEMBERS: BOX BROTHERS HOLDING CO GROUP MEMBERS: BOX BROTHERS HOLDING COMPANY GROUP MEMBERS: DON D. BOX GROUP MEMBERS: DON D. BOX 1996 TRUST GROUP MEMBERS: DOUGLAS D. BOX GROUP MEMBERS: DOUGLAS D. BOX 1996 TRUST GROUP MEMBERS: GARY D. BOX GROUP MEMBERS: GARY D. BOX 1996 TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BOX ENERGY CORP CENTRAL INDEX KEY: 0000874992 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752369148 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46185 FILM NUMBER: 96586961 BUSINESS ADDRESS: STREET 1: 8201 PRESTON RD STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2148908000 MAIL ADDRESS: STREET 1: 8201 PRESTON RD STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75225-6211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BOX BROTHERS HOLDING CO CENTRAL INDEX KEY: 0000922929 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1105 NORTH MARKET ST STREET 2: STE 1300 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 2148908069 MAIL ADDRESS: STREET 1: 1105 NORTH MARKET ST STREET 2: STE 2500 CITY: WILMINGTON STATE: DE ZIP: 19801 SC 13D/A 1 BOX ENERGY CORPORATION SCHEDULE 13D AMEND. NO. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Box Energy Corporation (Name of Issuer) Class A (Voting) Common Stock, Par Value $1.00 Per Share (Title of Class of Securities) 103168100 (Cusip Number) Don D. Box 8201 Preston Road, Suite 600 Dallas, Texas 75225 (214) 890-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 27, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1. Name of Reporting Person: Box Brothers Holding Company 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Delaware 7. Sole Voting Power: 1,840,525 Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 1,840,525 Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,840,525 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 56.6% 14. Type of Reporting Person: CO 1. Name of Reporting Person: Don D. Box 1996 Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: 1,840,525 (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 1,840,525 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,840,525 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 56.6% 14. Type of Reporting Person: OO - Trust - ---------- (1) Solely in its capacity as one of three holders of voting stock of Box Brothers Holding Company. 1. Name of Reporting Person: Gary D. Box 1996 Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: 1,840,525 (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 1,840,525 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,840,525 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 56.6% 14. Type of Reporting Person: OO - Trust - ---------- (1) Solely in its capacity as one of three holders of voting stock of Box Brothers Holding Company. 1. Name of Reporting Person: Douglas D. Box 1996 Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: 1,840,525 (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 1,840,525 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,840,525 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 56.6% 14. Type of Reporting Person: OO - Trust - ---------- (1) Solely in its capacity as one of three holders of voting stock of Box Brothers Holding Company. 1. Name of Reporting Person: Don D. Box 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: U.S.A. 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: 1,840,525 (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 1,840,525 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,850,525 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 56.6% 14. Type of Reporting Person: IN - ---------- (1) In his capacity as one of three trustees of each of the Don D. Box 1996 Trust, the Gary D. Box 1996 Trust and the Douglas D. Box 1996 Trust. 1. Name of Reporting Person: Gary D. Box 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: U.S.A. 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: 1,840,525 (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 1,840,525 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,840,525 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 56.6% 14. Type of Reporting Person: IN - ---------- (1) In his capacity as one of three trustees of each of the Don D. Box 1996 Trust, the Gary D. Box 1996 Trust, and the Douglas D. Box 1996 Trust. 1. Name of Reporting Person: Douglas D. Box 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: U.S.A. 7. Sole Voting Power: 3,325 Number of Shares Beneficially 8. Shared Voting Power: 1,840,525 (1) Owned By Each Reporting 9. Sole Dispositive Power: 3,325 Person With 10. Shared Dispositive Power: 1,840,525 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,843,850 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 56.7% 14. Type of Reporting Person: IN - ---------- (1) In his capacity as one of three trustees of each of the Don D. Box 1996 Trust, the Gary D. Box 1996 Trust and the Douglas D. Box 1996 Trust with respect to 1,840,525 shares of the Stock. Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend and restate in its entirety their Schedule 13D Statement dated February 25, 1994, as amended by Amendment No. 1 dated February 29, 1996, and as amended by Amendment No. 2 dated June 18, 1996 (the "Schedule 13D"), relating to the Class A (Voting) Common Stock, par value $1.00 per share, of Box Energy Corporation. Unless otherwise indicated, all defined terms used herein shall have the same meanings respectively ascribed to them in the Schedule 13D. Item 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended by adding at the end thereof the following: On June 27, 1996, Box Brothers Holdings Company ("BBHC"), as the holder of 56.6% of the outstanding voting stock of the Issuer, delivered a written consent executed by BBHC pursuant to Section 228 of the Delaware General Corporation Law that (i) amended the Issuer's Bylaws to permit removal of directors without cause, (ii) removed all present directors except Don D. Box and Alan C. Shapiro, (iii) fixed the number of directors of the Issuer as seven and (iv) elected the following persons as directors of the Issuer to serve with Messrs. Don D. Box and Shapiro: Glen Adams; Daryl L. Buchanan; Richard D. Squires; Thomas W. Rollins; and Bernay C. Box. These persons are more fully described in the press release attached hereto as Exhibit 99.2 and incorporated herein by this reference as though fully set forth herein. By its terms the consent is effective as of July 30, 1996. Also on June 27, 1996, BBHC filed an action under Section 225 of the Delaware General Corporation Law against the Issuer and the Issuer's current directors (other than Don D. Box and Alan C. Shapiro) seeking a determination that the Consent is effective in accordance with its terms. BBHC has demanded that, in connection with the written consent the Issuer comply with its obligations under Rules 14c-2, 14c-5 and 14f-1 under the Securities Exchange Act of 1934. As described in the attached press release, BBHC also intends to cause the Issuer's 1996 Annual Meeting of Stockholders to be called and convened as soon as practicable after the Consent takes effect, if it has not previously been convened. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1 -- Agreement and Power of Attorney pursuant to Rule 13d- 1(f)(1)(iii), previously filed with the Securities and Exchange Commission. Exhibit 99.2 -- Press Release dated June 27, 1996 filed herewith. Exhibit Filed with Original Schedule 13D -- Settlement Agreement dated as of February 17, 1994 by and between Thomas D. Box and don D. Box acting in their capacity as independent co-executors of the Estate of Cloyce K. Box, Deceased and Box Brothers Holding Company, a Delaware corporation, previously filed with the Securities and Exchange Commission. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: June 27, 1996 BOX BROTHERS HOLDING COMPANY By:/s/ Don D. Box Don D. Box, Vice President /s/ Don D. Box Don D. Box, Individually and as Trustee of each of: DON D. BOX 1996 TRUST GARY D. BOX 1996 TRUST DOUGLAS D. BOX 1996 TRUST /s/ Don D. Box Don D. Box, Attorney-in-Fact for: Gary D. Box, Individually and as Trustee of each of DON D. BOX 1996 TRUST, GARY D. BOX 1996 TRUST, and DOUGLAS D. BOX 1996 TRUST (1) Douglas D. Box, Individually and as Trustee of each of DON D. BOX 1996 TRUST, GARY D. BOX 1996 TRUST, and DOUGLAS D. BOX 1996 TRUST (2) (1) A Power of Attorney authorizing Don D. Box, et al., to act on behalf of Gary D. Box previously has been filed with the Securities and Exchange Commission. (2) A Power of Attorney authorizing Don D. Box, et al., to act on behalf of Douglas D. Box previously has been filed with the Securities and Exchange Commission. EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Agreement and Power of Attorney pursuant to Rule 13d-1(f)(1)(iii), previously filed with the Securities and Exchange Commission. 99.2 Press Release dated June 27, 1996, filed herewith Exhibit Filed With Original Schedule 13D Settlement Agreement dated as of February 17, 1994 by and between Thomas D. Box and Don D. Box acting in their capacity as independent co-executors of the Estate of Cloyde K. Box, Deceased and Box Brothers Holding Company, a Delaware corporation, previously filed with the Securities and Exchange Commission. EX-99.2 2 PRESS RELEASE EXHIBIT 99.2 BOX BROTHERS HOLDING COMPANY FILES CONSENT TO INSTALL NEW BOARD AT BOX ENERGY CORP. DALLAS, June 27, 1996 -- Box Brothers Holding Company (BBHC) today filed a consent with Box Energy Corp., an oil and gas exploration company, to replace the existing Board of Directors. At the same time, BBHC has filed a motion in the Delaware Chancery Court for an expedited ruling confirming the action taken. The consent will amend the bylaws of the company to permit the removal of the current Board of Directors and will fix the number of Board members at seven. BBHC which owns 57% of the 3.23 million Class A voting shares of Box Energy said it hopes to install the new Board within 30 days. The persons designated as Directors by BBHC are: - Don D. Box is chairman of Box Energy Corporation. Mr. Box is also vice present of Box Brothers Holding Company and a director and president of CKB & Associates, Inc. and CKB Petroleum, Inc. - Alan Shapiro is a director of Box Energy Corporation. Professor Shapiro is chairman of the Department of Finance and Business Economics in the Graduate School of Business Administration of the University of Southern California. He has served on the Box Energy Board of Directors since 1994. - Thomas W. Rollins is chief executive officer and founder of Rollins Resources, a natural gas and oil consulting firm. Mr. Rollins has more than four decades of geological background working for various major oil companies and independents. - Richard D. Squires is president of RS Holdings, Inc. and R3 Realty Corp., real estate investment firms located in Dallas. Previously, he was chief financial officer of Ft. Worth Holdings, Inc. and vice president of finance for the Americana Hotels Corporation. - Glen Adams is chairman, president and CEO of Southmark Corporation. He also serves on the Board of U. S. Home Corporation and Zale Corporation. Previously, Mr. Adams was chairman, president, and CEO of The Great Western Sugar Company. - Bernay Box is the founder and president of Bernay Box &Co., Inc., a private investment advisory firm. Bernay Box & Co., Inc. is also the General Partner of Belmar Partners, Ltd., a private investment limited partnership. - Daryl Buchanan is a CPA who has served many years as CFO for George Investment Co., a Houston and Dallas diversified investment firm with interests in oil and gas properties and securities. Don Box said the new Board of Directors will be committed to improve the company's returns for all shareholders. Don Box also said that BBHC favors holding the Box Energy Annual Meeting of Stockholders at the earliest possible date, since the current Board has failed to hold a shareholders meeting since May 4, 1995. If an Annual Meeting has not been held by the time the new Board is installed, the new Board will call the Meeting to be held as soon as possible thereafter. "Hopefully, well before September 10," said Mr. Box. Mr. Box indicated that BBHC had requested the current Board to hold the Annual Meeting in early August, but, as recently announced, the Board has delayed the date for the Meeting until September 10. BBHC is a privately-held Delaware company formed in 1992. In addition to Box Energy Corporation stock, its holdings primarily include other entities engaged in oil and gas production and related activities. -----END PRIVACY-ENHANCED MESSAGE-----