UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
MAGNUM HUNTER RESOURCES, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
55972F20-3
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(CUSIP Number)
Jim Kneale, Senior Vice President, ONEOK Texas Resources, Inc.
612 North Polk, Amarillo, TX 79107, 918.588.7800
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 4, 2002
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
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).
SCHEDULE 13D
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CUSIP No. 55972F20-3 Page 1 of 3 Pages
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1 ONEOK Texas Resources, Inc.
EIN: 75-2968703
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[_]
2
(b)[_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4
WC
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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7 SOLE VOTING POWER
NUMBER OF 1,576,500/2.2%*
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------
SOLE DISPOSITIVE POWER
REPORTING 9
PERSON 1,576,500/2.2%*
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WITH SHARED DISPOSITIVE POWER
10
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,576,500*
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
See Instructions) [_]
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2.2%*
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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* Beneficial ownership is allocated as described in Item 5(a), as amended
herein. Holders of warrants and stock options do not have the right to vote with
respect to those securities until exercise or conversion of those securities
into voting securities.
Item 1. Security and Issuer.
This Amendment No. 2 to Schedule 13D amends the original Schedule D
filed by ONEOK Texas Resources, Inc. ("ONEOK Texas Resources") dated as of
February 3, 1999 and Amendment No. 1 to Schedule 13D filed as of April 16, 2002,
and relates to (a) common stock, par value $0.01 per share ("Common Stock"), of
Magnum Hunter Resources, Inc. (the "Issuer") held by ONEOK Texas Resources, and
(b) common stock purchase warrants ("Warrants") publicly issued by the Issuer in
a registered offering on or about March 21, 2002 held by ONEOK Texas Resources.
The address of the principal executive office of the Issuer is: 600 E Las
Colinas Blvd., Suite 1100, Irving, TX 75039.
Item 4. Purpose of Transaction
Item 4 is hereby amended to add a fifth paragraph which reads in its
entirety as follows:
On June 4, 2002, ONEOK sold 4,963,504 shares of Magnum Hunter Common
Stock for net proceeds of approximately $35.8 million. The proceeds from the
sale will be used to reduce ONEOK's outstanding commercial paper indebtedness.
Item 5. Interests in Securities of the Issuer
Paragraph (a) of Item 5 is hereby amended to read in its entirety as
follows:
(a) As a result of the sale described in Item 4 above, the aggregate
number of shares beneficially owned by the reporting person, including the
persons described in Item 2 of the original Schedule 13D, is 1,576,500 shares of
Common Stock, representing in the aggregate approximately 2.2% of the
outstanding Common Stock of Magnum Hunter. Of that total amount, ONEOK Texas
Resources beneficially owns 1,515,300 shares of Common Stock (approximately
2.1%), David Kyle, an executive officer of ONEOK Texas Resources, beneficially
owns 51,000 shares of Common Stock (less than 0.1%), and Jim Kneale, an
executive officer of ONEOK Texas Resources, beneficially owns 10,200 shares of
Common Stock (less than 0.1%). These beneficial ownership amounts include the
right of ONEOK Texas Resources to acquire Common Stock within 60 days through
the exercise of warrants acquired in 2002 as described in Item 1 of the original
Schedule 13D previously filed, and the right of the individuals named above to
acquire Common Stock within 60 days through the exercise of stock options.
The following sentence is hereby added to Paragraph (c) of Item 5:
On June 4, 2002, ONEOK sold 4,963,504 shares of Magnum Hunter Common
Stock for net proceeds of approximately $35.8 million. The proceeds from the
sale will be used to reduce ONEOK's outstanding commercial paper indebtedness.
In accordance with Rule 13d-2(b), because this amendment reflects
beneficial ownership by the reporting person of less than five percent of the
class of securities, no additional filings are required with respect to the
matters described herein.
Signature
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.
ONEOK Texas Resources, Inc.
By: /s/ Jim Kneale
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Jim Kneale, Senior Vice-President, Treasurer,
Chief Financial Officer and Corporate Secretary
Dated: July 1, 2002.