<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: Commission file number:
DECEMBER 31, 1997 000-20849
RUTHERFORD-MORAN OIL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 76-0499690
(State of incorporation) (I.R.S. Employee identification No.)
5 GREENWAY PLAZA
SUITE 220
HOUSTON, TEXAS 77046
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 713-622-5555
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act: NONE
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -------------------
<S> <C>
Common Stock, $0.01 par value NASDAQ NAtional Market System
</TABLE>
------------
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Aggregate market value of voting stock held by non-affiliates of the
registrant as of March 25, 1998 was $158,316,476 based upon the average bid and
asked price on such date of $24.0625 per share.
Indicate the number of shares outstanding of each of the registrant's
classes of Common Stock, as of the latest practicable date.
<TABLE>
<CAPTION>
NUMBER OF SHARES OUTSTANDING
TITLE OF EACH CLASS AT MARCH 25, 1998
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<S> <C>
Common Stock, $0.01 par value 25,614,000
</TABLE>
<PAGE> 2
TABLE OF ADDITIONAL REGISTRANTS
Each of the following subsidiaries of Rutherford-Moran Oil
Corporation, and each other subsidiary that is or becomes a guarantor of the
10 3/4% Senior Subordinated Notes Due 2004 of the Company, is hereby deemed to
be a registrant.
<TABLE>
<CAPTION>
State or Other Industrial I.R.S. Employer
Jurisdiction of Classification Identification
Name Incorporation Number Number
---- ------------- ------ ------
<S> <C> <C> <C>
Thai Romo Limited . . . . . . . . . . . . . Kingdom of 1311 76-0435668
Thailand
Thai Romo Holdings, Inc. . . . . . . . . . . Delaware 1311 76-0511017
Rutherford-Moran Exploration Company . . . . Delaware 1311 76-0321674
</TABLE>
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below is the name, age and position of each of the directors
and executive officers of the Company. There is no family relationship among
any of these individuals.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
John A. Moran (1)(2)(4) 65 Chairman of the Board of Directors
Patrick R. Rutherford (1)(2)(4) 63 President, Chief Executive Officer and Director
Howard Gittis (1)(4) 63 Director
Jere W. McKenny (1)(2)(3) 69 Director
Harry C. Lee (3)(4) 65 Director
Chote Sophonpanich (2)(3) 55 Director
David F. Chavenson 45 Vice President, Chief Financial Officer and
Corporate Secretary
Gregory Nelson 50 Vice President, Exploration
Thomas E. Rankin 62 Vice President, Operations
</TABLE>
__________________________________
(1) Member of the Executive Committee of the Board of Directors.
(2) Member of the Nominating Committee of the Board of Directors.
(3) Member of the Audit Committee of the Board of Directors.
(4) Member of the Compensation Committee of the Board of Directors.
JOHN A. MORAN has been Chairman of the Board of the Company since its inception.
Since 1993, he has been President of Rutherford-Moran Exploration Company
("RMEC"), which became a wholly-owned subsidiary of the Company in June 1996.
Since April 1967 until his retirement in 1992, Mr. Moran has been a Director and
Officer of the Dyson-Kissner-Moran Corporation, a private holding company
engaged primarily in the manufacture and distribution of industrial and consumer
products and a developer of commercial and industrial real estate on the east
coast of the United States ("DKM"). During that time, Mr. Moran has been
successively, Vice President, Executive Vice President, President, Chairman of
the Board and Chairman of the Executive Committee of DKM. Prior to joining what
was then the Dyson-Kissner Corporation, Mr. Moran was a Vice President of Blyth
& Co., Inc., investment bankers, in their New York and Los Angeles offices. Mr.
Moran is a Director of Bessemer Securities Corporation, New York City. He holds
a B.S. in Banking and Finance from the University of Utah and an honorary L.L.B.
from that institution. He is a member and former Chairman of the National
Advisory Council of the University of Utah, and a former Director of the United
Nations Association and trustee of the Brooklyn Museum. He is a member of the
Chief Executives Organization and The Foreign Policy Association.
PATRICK R. RUTHERFORD has been President and Chief Executive Officer of the
Company since its inception. He has been Chairman of the Board of RMEC since
its inception. Since 1973, he has been Chairman of the Board and part owner of
Rutherford Oil Corporation (an oil and gas exploration and production company
that serves as operator of wells located in Texas and Louisiana and of
producing platforms in the Gulf of Mexico). He also served on the Board of
Regents of West Texas State University and was
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President of the Houston Speech and Hearing Center. He also has served as a
director of First Interstate Bank of Texas, Texas Commerce Bancshares, OKC
Corporation, Olix Company, The University of Texas Health Science Center
Development Board, the Geological Foundation of the University of Houston, and
he was one of the founding directors of Southwest Airlines.
HOWARD GITTIS was elected to serve as a director of the Company immediately
prior to commencement of the Company's initial public offering on June 20,
1996. Mr. Gittis is the Vice Chairman & Chief Administrative Officer of
MacAndrews & Forbes Holdings Inc., a diversified holding company in companies
which report under the Securities Exchange Act of 1934. His other
directorships include CLN Holdings, Inc., Consolidated Cigar Holdings Inc.,
First Nationwide Holdings Inc., First Nationwide (Parent) Holdings Inc.,
California Federal Bank, a Federal Savings Bank, M&F Worldwide Corp., Pneumo
Abex Corporation, REV Holdings, Inc., Revlon, Inc., Revlon Consumer Products
Corporation, Revlon Worldwide Corporation, Loral Space & Communications Ltd.
and Jones Apparel Group. Prior to joining MacAndrews & Forbes in 1985, Mr.
Gittis was a partner at the Philadelphia law firm of Wolf, Block, Schorr and
Solis-Cohen ("Wolf Block") where he had served as Chairman of the Executive
Committee. His tenure at Wolf Block lasted over 25 years and concentrated on
general litigation, real estate, and corporate acquisition and divestiture
work. Mr. Gittis is a member of the Board of Overseers of the University of
Pennsylvania Law School, a Trustee of Temple University and a member of the
Board of Visitors of Temple University School of Law. Mr. Gittis holds two
degrees from the University of Pennsylvania, a B.S. in Economics and an L.L.B.
from the Law School.
JERE W. MCKENNY was elected to serve as a director of the Company immediately
prior to commencement of the Company's initial public offering on June 20,
1996. Prior to his retirement in 1993, Mr. McKenny was President and Chief
Operating Officer of Kerr-McGee Corporation ("Kerr-McGee") for nine years. He
also served as President, Vice Chairman of the Board, Vice
President-Exploration and Vice President-Oil and Gas Exploration during his
forty years of employment with Kerr-McGee. Mr. McKenny currently serves on the
School of Geology and Geophysics Advisory Board, College of Business
Administration Board of Advisors and College of Engineering Board of Visitors
Advisory Board of the University of Oklahoma on the Executive Committee and
Board of Directors of the Allied Arts Foundation and is a member of the Board
of Venus Exploration, Inc.. Mr. McKenny holds a B.S. and an M.S. in Geological
Engineering from the University of Oklahoma.
HARRY C. LEE was elected to serve as a director of the Company immediately
prior to commencement of the Company's initial public offering on June 20,
1996. Mr. Lee is an energy resources consultant in the area of oil and gas
exploration and production. Prior to his retirement in 1993, Mr. Lee was with
Unocal Corporation ("Unocal") for 34 years. During his tenure at Unocal, Mr.
Lee served in various executive and managerial functions at both parent and
subsidiary levels, including Energy Resources Vice President-Operations for
major international and domestic business units from 1992 to 1993, President of
Unocal International Oil & Gas Division 1988 to 1992, and Vice President and
General Manager of Union Oil Company of Indonesia from 1978 to 1982. Mr. Lee
holds a B.S. in Geology and an M.S. in Geology from the University of Oklahoma.
CHOTE SOPHONPANICH was elected to serve as a director of the Company
immediately prior to commencement of the Company's initial public offering on
June 20, 1996. Mr. Sophonpanich is Executive Chairman of Green Spot (Thailand)
Co. Ltd. and Chairman of Krungdhep Sophon Public Company Ltd., Eternal
Petrochemicals Co. Ltd. and C.S. Capital Ltd., all of which are companies
organized under the laws of the Kingdom of Thailand. He is serving as a
non-executive director of the Bangkok Bank with which he has been affiliated
since 1966. Mr. Sophonpanich is also a director of Chote Chalit Co. Ltd.,
Shangri-la Hotel Public Company Ltd., Siam Food Products Public Company Ltd.,
Palang Sophon Limited (one of the concessionaires, including the Company, in
Block B8/32 currently covering approximately 750,000 acres in the central
portion of the Gulf of Thailand), Thoresen Agency Public Company Ltd., Union
Plastic Public Company Ltd., Union Textile Industries Public Company Ltd. and
Wilson Insurance Ltd. in Thailand. He also is serving as a non-executive
director of companies outside of Thailand, such as Bangkok Investments Ltd. of
Cayman Islands, First Overseas Bangkok Investments Pte. Ltd. of Singapore and
Stelux Co. Ltd. of Hong Kong. Mr. Sophonpanich graduated from the University
of Sydney with a Bachelor's degree in Economics.
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DAVID F. CHAVENSON has been Vice President and Chief Financial Officer and
Corporate Secretary of the Company since April 1996. Mr. Chavenson was
Treasurer of Oryx Energy Company, an oil and gas exploration and production
company (previously Sun Exploration and Production Co.) ("Oryx"), from 1993 to
April 1996. Prior to that, during his 18 years with Oryx, he served as
Assistant Treasurer and Manager of Corporate Finance, Manager of Financial
Analysis and Senior Financial Specialist. Mr. Chavenson holds a B.A. in
Economics from Dickinson College and received an M.B.A. from the Harvard
Business School. He is also a C.P.A.
GREGORY NELSON has been Vice President, Exploration of the Company since its
inception. From 1984 to 1992, Mr. Nelson was employed by Rutherford Oil
Corporation as an explorationist. From 1977 to 1984, Mr. Nelson was with Mobil
Oil Corporation. His duties at Mobil included exploration, with both
geological and geophysical responsibility, in the Gulf of Mexico and North
Africa. His last position at Mobil was Manager of Production Geology, North
Texas and San Juan Basin, New Mexico. He has a B.A. in Geology from Winona
State College and pursued post graduate studies in geology at The Ohio State
University from 1974 to 1977.
THOMAS E. RANKIN has been Vice President, Operations of the Company since May,
1997. Mr. Rankin has forty years of diversified executive responsibilities in
logistics, drilling and production operations worldwide with major
multinational energy companies. He was president of his own international
engineering consulting firm from 1995 to 1997. Mr. Rankin was Worldwide
Drilling Manager (Exploration) for Amoco Production Company upon his retirement
in 1995 after holding numerous international engineering and managerial
positions during his 28 years with Amoco. He spent nine years with Marathon
Oil Company in various domestic engineering assignments prior to joining Amoco.
Mr. Rankin has a B.S. in Petroleum Engineering from The University of Texas.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who beneficially own more than
ten percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than ten-percent stockholders are
required by the regulations promulgated under Section 16(a) to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on a review of reports on Form 3 and 4 and amendments
thereto furnished to the Company during its most recent fiscal year, reports on
Form 5 and amendments thereto furnished to the Company with respect to its most
recent fiscal year and written representations form reporting persons that no
report on Form 5 was required, the Company believes that, expect as described
in the immediately following sentence, during the period from January 1, 1997
through December 31, 1997, all filing requirements applicable to officers,
directors and greater than ten-percent stockholders were complied with. On
February 11, 1998, Gregory Nelson, Vice President, Exploration of the Company,
filed an Annual Statement of Changes of Beneficial Ownership on Form 5. Mr.
Nelson's Form 5 reported the acquisition of 3,000 shares of Common Stock of the
Company on October 1, 1996, which transaction was not previously reported on
any filing.
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to commencement of the Company's initial public offering on June
20, 1996, all compensation decisions with respect to the Company's executive
officers were made by Messrs. Moran and Rutherford, which included salary
amounts for 1995 and 1996 as well as bonus amounts for 1995. Following
commencement of the initial public offering, the Compensation Committee has
ratified or approved all compensation decisions, including the level of bonuses
paid to executive officers during 1996 and 1997. Messrs. Moran and Rutherford
also serve on the Company's Compensation Committee and are expected to
participate in compensation decisions in the future. Other members of such
committee are Messrs. Gittis and Lee.
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On November 14, 1997, 1997, the Company borrowed $4 million from Patrick
R. Rutherford, President and CEO of the Company. The note matured on December
12, 1997 and had an interest rate of 8.75%. The note was repaid on December 4,
1997 with proceeds from the Company's Revolving Credit Facility with Chase
Manhattan Bank.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
GENERAL POLICY
The Company's executive compensation program is designed to attract and
retain talented management personnel and to reward management for successful
performance of their duties and improving stockholder value. Compensation and
incentives are provided through the combination of cash salaries and bonuses,
stock option awards and grants of restricted stock. The Company's overall
compensation package is intended to provide the Company's executive officers
with additional compensation, with an emphasis on compensation that rewards the
executive for actions that have demonstrably benefitted the long-term interests
of the Company. Decisions with respect to compensation for any particular
executive officer are based on a number of factors, including the individual's
performance and contribution to the future growth of the Company, the financial
and operational results of the Company and industry and market conditions.
The components of the Company's executive compensation program are more
specifically summarized below.
Base Salary
The base salaries during 1997 of the Company's executive officers were
determined by Mr. Moran and Mr. Rutherford based on the employee's respective
positions with the Company, their talents and experience and competitive market
factors, including the desire by the Company to retain executives with
expertise and proven success in the Company's business areas. The Company
currently does not pay Mr. Rutherford a salary for his services as the
President and Chief Executive Officer of the Company nor Mr. Moran for his
services as Chairman of the Board of Directors. Although such compensation was
determined subjectively by Mr. Moran and Mr. Rutherford based upon their
experience in the oil and gas industry and without consulting independent
consultants or surveys, the Company believes that such base salaries are within
the range of base salaries paid to executive officers at comparable companies.
Bonus Compensation
Bonus compensation is provided to the Company's executive officers from
time to time based on the financial results of the Company and various
subjective factors. The Company awarded Messrs. McCoy, Chavenson, Nelson and
Rankin cash bonuses of $35,000, $30,000, $15,000 and $16,000, respectively for
1997 executive compensation. These bonuses were intended to reward them for
the significant contributions that they made to both the operations and
finances of the Company in 1997. Factors considered in awarding cash bonuses
during 1997 include each executive's contribution to (i) the initial operations
of the Tantawan Field, (ii) the identification and access to new sources of
capital for the Company, (iii) the growth of the Company's hydrocarbon reserve
base, (v) the individual's prior compensation level and (vi) evaluation by the
Company's Chairman of the Board and its Chief Executive Officer of the
individual's level of performance and achievement.
LONG-TERM INCENTIVE COMPENSATION
The Compensation Committee also believes that long-term incentive
compensation should be a component of the Company's compensation program and
that the value of long-term incentive compensation should be directly related
to increases in stockholder value. Thus, in addition to bonuses, the Company
provides long-term incentive compensation to its executive officers through
grants of restricted stock and stock options under the Company's 1996 Key
Employee Stock Plan (the "1996 Plan").
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Under the Company's 1996 Plan, the Compensation Committee has the
authority to grant options to purchase shares of Common Stock to the Company's
executive officers and key employees for terms of up to ten years, with
exercise prices equal to 100% of the fair market value of the shares of stock
on the date the option is granted. The Compensation Committee believes that
options provide a desirable form of incentive to the Company's executive
officers in that options received by an executive officer will be of no value
to the officer unless the value of the Common Stock increases. Prior to the
formation of the Compensation Committee and upon commencement of the Company's
initial public offering on June 20, 1996, the Company granted to its
executive officers options to purchase 87,000 shares of Common Stock as well as
restricted stock awards of 34,813 shares, all of which vest in 20% increments
over five years. Since that time, options to purchase an aggregate of 263,000
shares of Common Stock, as well as restricted stock awards of 58,338 shares,
have been granted to the Company's employees.
Decisions as to whether to grant options and restricted stock awards to
an executive officer in the future will be made by the full Board of Directors
based upon recommendations from the Compensation Committee in light of existing
circumstances, including the executive officer's contributions to the Company
over the prior year, the expected contributions by the executive officer in the
future and industry and market conditions. If an option or stock award is
granted to an executive officer, the number of shares of Common Stock subject
to the granted option or award will be based on, among other things, the level
of responsibility of the executive officer, the anticipated contribution of the
officer to the future growth of the Company and the potential dilution to the
Company's stockholders that might result from the grant. The Board and the
Compensation Committee also considers the amount and terms of other stock based
benefits held by the executive officers. Vesting requirements generally will
be placed on stock-based awards in order to relate the benefits of any award
granted to an executive officer to the continued employment of the executive
officer with the Company.
John A. Moran
Patrick R. Rutherford
Howard Gittis
Harry C. Lee
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SUMMARY COMPENSATION TABLE
The following table sets forth information concerning compensation for
1995, 1996 and 1997 earned by or paid to the Company's Chief Executive Officer
and the other executive officers whose total annual salary and bonus exceeded
$100,000 during 1997:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------ --------------------------------------
SECURITIES ALL OTHER
OTHER ANNUAL RESTRICTED UNDERLYING ANNUAL
NAME AND PRINCIPAL COMPENSATION STOCK OPTIONS, COMPENSATION
POSITION YEAR SALARY BONUS (1) AWARD(S) SARS(#) (5)
- ----------------------- -------- -------- -------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Patrick R. Rutherford 1997
President and Chief 1996 - - - - - -
Executive Officer 1995 - - - - - -
Michael D. McCoy 1997 $225,000 $35,000 - 5,000 $9,500
Executive Vice 1996 187,008 35,000 - $460,000(3) 45,000(4) 792
President and 1995 154,000 30,000 - - - -
Chief Operating
Officer(2)
David F. Chavenson 1997 174,442(7) 30,000 - 36,750 9,500
Vice President, Finance 1996 153,743(7) 20,000 133,699(3) 23,250(4) 792
and Chief Financial 1995 - - - - - -
Officer(6)
Gregory Nelson 1997 150,000 15,000 - - 34,250 9,000
Vice President, 1996 127,075 10,000 - 280,140(3) 18,750(4) 750
Exploration 1995 87,350 20,000 - - - -
Thomas E. Rankin 1997 106,667 16,000 - 90,950(3) 20,000 5,121
Vice President, 1996 - - - - - -
Operations (8) 1995 - - - - - -
</TABLE>
______________________________________________
(1) The aggregate amounts of perquisites and other personal benefits,
securities or property is less than 10% of each executive officer's combined
annual salary and bonus during the applicable year.
(2) Mr. McCoy ceased to be employed by the Company effective March 13, 1998.
(3) Represents grants of restricted stock for Messrs. McCoy, Chavenson and
Nelson awarded contemporaneously with commencement of the Company's initial
public offering, which are valued at the initial public offering price of $23
per share. Messrs. McCoy, Chavenson and Nelson each received 20,000, 5,813 and
9,000 shares, respectively, all of which vest in 20% increments over five
years. Such individuals will be entitled to receive any dividends paid with
respect to such shares while they remain unvested. Also includes 3,000 shares
granted to Mr. Nelson in September 1996, which are valued at $24.38, the fair
market value on the date of grant, and which vest over five years. Mr.
Rankin's restricted stock award of 5,000 shares are valued at $18.19 and were
issued when Mr. Rankin joined the Company in May 1997.
(4) Represents options granted contemporaneously with commencement of the
Company's initial public offering at an exercise price equal to the initial
public offering price of $23 per share.
(5) Represents Company contributions to the employee's 401(k) plan account.
(6) Mr. Chavenson commenced his employment with the Company in April 1996.
(7) Includes $54,861 in 1996 and $4,442 in 1997 for moving relating expenses.
(8) Mr. Rankin commenced his employment with the Company in May 1997.
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COMPENSATION OF DIRECTORS
The non-employee directors are each entitled to receive an annual
retainer fee of $15,000 and fees of $1,500 per meeting for their attendance at
regular and special Board of Directors meetings. Non-employee committee
members are entitled to additional fees of $750 for each committee meeting
attended. All directors have been and will be reimbursed for reasonable
out-of-pocket expenses incurred in connection with attendance at Board of
Directors meetings.
Prior to its initial public offering in June, 1996, the Company
established the Rutherford-Moran Oil Corporation 1996 Non-Employee Director
Stock Option Plan (the "1996 Director Plan"), pursuant to which options to
purchase shares of Common Stock were made available for future grants to
non-employee directors. Contemporaneously with the initial public offering,
the Company granted to each non-employee director (Messrs. Gittis, McKinney,
Lee and Sophonpanich) options to acquire 2,500 shares of Common Stock. In
addition, the Director Plan provides for annual grants of options to acquire
1,000 shares of Common Stock to each non-employee director serving on the Board
of Directors following each annual meeting of stockholders.
Effective November 1, 1996, the Company established the Rutherford-Moran
Non-Employee Director Deferred Compensation Plan (the "Deferred Compensation
Plan"). Pursuant to the Deferred Compensation Plan, non-employee directors of
the Company (currently Messrs. Gittis, McKenny, Lee and Sophonpanich) are
entitled, pursuant to an annual election, to defer up to 100% percent of all
fees paid to him in his capacity as a director of the Company, which deferred
amount is credited to an account maintained by the Company on the director's
behalf. Interest is credited by the Company to each director's account at a
simple interest rate, compounded quarterly, equal to the Company's bank's prime
rate or the prime rate of any other national bank established by the Board
administering the plan. The Company is obligated to pay to a director (or his
beneficiary) the balance in his account upon his death, disability, retirement
or earlier resignation or removal. A director also may withdraw all or a part
of his account balance in the event of a severe financial hardship (as defined
in the Deferred Compensation Plan). During 1997, Messrs. Lee and Gittis
deferred fees totalling $50,700.
COMPENSATION PURSUANT TO EMPLOYEE BENEFIT PLANS
The Company maintains the 1996 Plan, which is intended to provide certain
full-time key employees, including officers and certain employee-directors of
the Company, with additional incentives to promote the success of the Company's
business and to enhance the Company's ability to attract and retain the
services of qualified persons. The 1996 Plan is administered by the
Compensation Committee of the Board of Directors of the Company. Under the
Plan, options to purchase Common Stock and restricted stock awards up to an
aggregate of 500,000 shares of Common Stock may be granted by the Committee.
The maximum number of shares subject to options that may be issued to, and the
maximum number of shares subject to restricted stock awards that may be granted
to, any employee during any year is 75,000 and 50,000 shares, respectively.
The exercise price of an option granted pursuant to the 1996 Plan may not be
less than the fair market value of the Common Stock on the date of grant. In
the case of a grant of an option designated as an "Incentive Option" to an
employee who owns ten percent or more of the outstanding shares of Common Stock
(a "10% Stockholder"), the exercise price of each such option under the 1996
Plan may not be less than 110% of the fair market price of the Common Stock on
the date of the grant. No option may be granted under the 1996 Plan with a
duration of more than ten years. In the case of a 10% Stockholder, no option
designated as an "Incentive Option" may be granted with a duration of more than
five years. Options designated as "Incentive Options" under the 1996 Plan may
be treated as such only to the extent that the aggregate fair market value of
the stock with respect to which options are exercisable for the first time by
the option holder in any calendar year, under the 1996 Plan or any other
incentive stock option plan of the Company, does not exceed $100,000 valued as
of the date of grant. Under the 1996 Plan, the Committee may issue shares of
restricted stock to employees for no payment by the employee or for a payment
below the fair market value on the date of grant. The restricted stock is
subject to certain restrictions described in the 1996 Plan, with no
restrictions continuing for more than ten years from the date of the award.
The 1996 Plan may be
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amended by the Board of Directors without any requirement of stockholder
approval, except as required by Rule 16b-3 under the Exchange Act ("Rule
16b-3") to obtain the benefits under such Rule and the incentive option rules
of the Internal Revenue Code of 1986. As of December 31, 1997, the Committee
had granted options to key employees of the Company to purchase an aggregate of
263,000 shares, including options exercisable for 50,000, 60,000, 53,000 and
20,000 shares of Common Stock to Messrs. McCoy, Chavenson, Nelson and Rankin,
respectively. In addition, the Company has granted to Messrs. McCoy,
Chavenson, Nelson and Rankin restricted stock awards in the amount of 20,000,
5,813, 12,000 and 5,000 shares, respectively. These executive officers were
not required to make any payment for these stock options or restricted stock
awards, all of which vest over five years in 20% increments. Generally,
restrictions on transfer and forfeiture provisions upon termination of
employment will apply to the restricted stock covered by these awards for a
period of up to five years, after which time the restrictions will lapse and
all of the stock will be owned by the employees free of further restrictions
under the 1996 Plan. Pursuant to his severance agreement with the Company, Mr.
Chavenson is entitled to accelerated vesting of his stock options and
restricted stock if he is terminated without "Cause" under his severance
agreement. See "-Employment Contracts with Executive Officers".
The following table sets forth (for each executive officer named in the
Summary Compensation Table above) information concerning stock options granted
in 1997:
OPTION GRANTS IN FISCAL 1997
<TABLE>
<CAPTION>
Individual Grants
Potential Realizable Value at
% of Total Assumed Annual Rates of Stock
Number of Options Price Appreciation for Option
Shares Granted to Term(1)
Underlying Employees Exercise -----------------------------
Options in Price Expiration
Name Granted Fiscal Year ($/share) Date 5% 10%
- -------------------------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Patrick R. Rutherford -- -- -- -- -- --
Michael D. McCoy 5,000 3.2% $22.50 2/4/07 $70,751 $179,296
David F. Chavenson 6,750 22.50 2/4/07 95,513 242,050
30,000 23.3% 22.63 8/4/07 426,862 1,081,753
Gregory Nelson 4,250 22.50 2/4/07 60,138 152,402
30,000 21.8% 22.63 8/4/07 426,862 1,081,753
Thomas E. Rankin 20,000 12.7% 18.19 5/1/07 228,760 579,724
</TABLE>
__________________
(1) The potential realizable value of each grant of options assumes that the
market price of the Company's common stock appreciates in value from the date
of grant to the end of the option term at the annualized rate noted above.
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<PAGE> 11
The following table sets forth (for each executive officer named in the
Summary Compensation Table above) information concerning stock options
exercised in 1997 and stock options unexercised at December 31, 1997:
AGGREGATED OPTION/SAR EXERCISES IN 1997 AND VALUE TABLE AT
DECEMBER 31,19971
<TABLE>
<CAPTION>
Shares Number of Unexercised Value of Unexercised
Acquired Value Options/SARs at In-the-money Options/SARs at
on Realized December 31, 1997 December 31,1997
Name Exercise ($) Exercisable/Unexercisable Exercisable/Unexercisable (1)
- -------------------- -------- -------- ------------------------- -----------------------------
<S> <C> <C> <C> <C>
Patrick R. Rutherford -- -- -- --
Michael D. McCoy -- -- 9,000/41,000 --
David F. Chavenson -- -- 4,650/55,350 --
Gregory Nelson -- -- 3,750/49,250 --
Thomas E. Rankin -- -- 0/20,000 --
</TABLE>
_______________
(1) Calculated utilizing the closing price of the Company's Common Stock as
reported by the Nasdaq on December 31, 1997.
EMPLOYMENT CONTRACTS WITH EXECUTIVE OFFICERS
The Company has entered into an employment agreement with Mr. Chavenson
whereby Mr. Chavenson is compensated at a minimum base salary of $155,000 per
year and is eligible for incentive bonuses of up to 35% of his annual base
salary, subject to review and adjustment by the Board. In the event Mr.
Chavenson's employment with the Company is terminated without Cause (as defined
below), he is entitled to receive (i) payment of one year of his base salary
(in effect at such time) and bonus (if any), (ii) one year of medical, dental
and life insurance coverage, (iii) the right to vest immediately all stock
options and restricted stock awards under the 1996 Plan; (iv) relocation
assistance, and (v) outplacement benefits. "Cause" is defined as (i) any
material failure by Mr. Chavenson after written notice to perform his duties
when such failure shall have continued for 30 days after receipt of such
notice, (ii) commission of fraud by Mr. Chavenson against the Company, its
affiliates or customers, or (iii) conviction of Mr. Chavenson of a felony
offense or a crime involving moral turpitude. In the event Mr. Chavenson's
employment with the Company is terminated following a Change of Control (as
defined in the 1996 Plan), he is entitled to (i) payment of two years of base
salary (in effect at such time) and bonus (if any), (ii) two years of medical,
dental and life insurance coverage, (iii) relocation assistance, and (iv)
outplacement benefits.
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<PAGE> 12
PERFORMANCE GRAPH
The following graph compares the cumulative stockholder return on the
Common Stock of the Company, for the period from June 26, 1996, the date on
which the Company's Common Stock was first registered under Section 12 of the
Securities Exchange Act of 1934, as amended, through December 31, 1997, with
the cumulative total return of the Standard and Poors 500 Stock Index and an
industry index calculated by the Company's peer group. The Company's peer
group is comprised of Chesapeake Energy Company, Belco Oil & Gas Corp.,
Newfield Exploration Corporation, Benton Oil & Gas Corporation, Pogo Producing
Company, United Meridian Corp. and Triton Energy Corp. The graph assumes
investment of $100 on June 26, 1996 and reinvestment of all dividends.
[GRAPH]
6/26/96 12/31/96 12/31/97
------- -------- --------
Rutherford-Moran $100.00 $117.89 $ 75.26
Peer Group $100.00 $120.42 $ 69.01
S&P 500 $100.00 $111.68 $148.95
The foregoing graph is based on historical data and is not necessarily
indicative of future performance. This graph shall not be deemed to be
"soliciting material" or to be "filed" with the Securities and Exchange
Commission or subject to the Regulations of 14A or 14C under the Exchange Act
or to the liabilities of Section 18 under such act.
-12-
<PAGE> 13
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 15, 1998, the stock ownership
of the Company's named executive officers and directors individually, all
directors and executive officers as a group, and each person known by the
Company to be the beneficial owner of more than 5% of the Company's Common
Stock.
<TABLE>
<CAPTION>
AMOUNT
AND NATURE OF
NAME OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP OF CLASS
- ------------------------------------------------- --------------------- ---------------------
<S> <C> <C>
5% STOCKHOLDERS:
JAMTHAI, Inc.(1) 9,348,607 36.50
THAIJAM, L.P.(1) 8,231,483 32.14
PRRTHAI, Inc.(2) 9,663,007 37.73
DIRECTORS AND EXECUTIVE OFFICERS:
John A. Moran (1) 9,348,607 36.50
Patrick R. Rutherford (2) 9,686,007 37.82
Michael D. McCoy (3) 150,000 *
David F.Chavenson (4) 7,163 *
Gregory Nelson (5) 7,000 *
Howard Gittis (6) 8,500 *
Jere W. McKenny (6) 8,500 *
Harry C. Lee (6) 8,500 *
Chote Sophonpanich (6) 8,500 *
Thomas E. Rankin (6) 5,000 *
Executive officers and directors as a group 19,237,777 75.11
- -------------------------------
</TABLE>
* Less than one percent.
(1) JAMTHAI, Inc.'s ownership includes (i) 8,231,483 shares owned by THAIJAM,
L.P. ("THAIJAM"), a limited partnership for which JAMTHAI is the sole general
partner and (ii) 120,000 shares owned by a partnership in which JAMTHAI and Mr.
Moran serve as general partners. Mr. Moran's ownership includes all shares
owned by JAMTHAI, for which Mr. Moran is the President and sole stockholder,
but excludes 13,000 shares owned by Mr. Moran's wife, for which he disclaims
beneficial ownership. The business address for JAMTHAI, THAIPRR and Mr. Moran
is 5 Greenway Plaza, Suite 220, Houston, Texas, 77049.
(2) PRRTHAI, Inc.'s ownership includes 19,673 shares owned by a limited
partnership for which PRRTHAI serves as the sole general partner. Mr.
Rutherford's ownership includes (i) all shares beneficially owned by PRRTHAI,
for which Mr. Rutherford is the President and sole stockholder and 23,000
shares in a trust controlled by Mr. Rutherford. Mr. Rutherford's ownership
excludes the following shares for which he disclaims beneficial ownership: (i)
144,587 shares owned by a company controlled by Mr. Rutherford's wife and (ii)
28,000 shares owned directly by Mr. Rutherford's wife.
-13-
<PAGE> 14
(3) Includes 136,000 shares owned directly by MDMTHAI, Inc., a Texas
corporation owned by Mr. McCoy, and 10,000 shares underlying options that are
presently exercisable or exercisable within 60 days. Mr. McCoy ceased to be
employed by the Company effective March 13, 1998, resulting in the forfeiture
of 16,000 unvested shares of restricted stock and options to purchase 40,000
shares.
(4) Includes 6,000 shares underlying options that are presently exercisable
or exercisable within 60 days; excludes 4,650 shares of restricted stock not
yet vested and 54,000 shares underlying options that are not presently
exercisable or exercisable within 60 days.
(5) Includes 4,600 shares underlying options that are presently exercisable
or exercisable within 60 days; excludes 9,600 shares of restricted stock not
yet vested and 48,400 shares underlying options that are not presently
exercisable or exercisable within 60 days.
(6) Each includes 3,500 shares underlying options that are presently
exercisable or exercisable within 60 days.
(7) Includes 1,000 shares of restricted stock that will vest within 60 days
and 4,000 shares underlying options will become exercisable within 60 days;
excludes 4,000 shares of restricted stock not presently exercisable or
exercisable within 60 days and 16,000 shares underlying options that are not
presently exercisable or exercisable within 60 days.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PROMISSORY NOTE
On November 14, 1997, 1997, the Company borrowed $4 million from Patrick
R. Rutherford, President and CEO of the Company. The note matured on December
12, 1997 and had an interest rate of 8.75%. The note was repaid on December 4,
1997 with proceeds from the Company's Revolving Credit Facility with Chase
Manhattan Bank.
MANAGEMENT SERVICES AGREEMENT
On July 7, 1995, Thai Romo signed a Management Services Agreement (the
"MSA") with RMEC. Under the MSA, RMEC provides managerial services in the oil
and gas business to Thai Romo, including general managerial services, financial
management, plans and projects advice and assistance, personnel management and
advice and assistance in interpreting and complying with government regulations
and legislation. As compensation for the services provided, RMEC receives
payment of all expenses incurred, including but not limited to travel expenses,
salaries, bonuses and overhead. The term of the MSA is one year and renewable
automatically for successive terms of one year unless terminated by either
party with or without cause. For the year ended December 31, 1997, RMEC billed
$3,138,180 to Thai Romo for services provided under the MSA.
REGISTRATION RIGHTS AGREEMENT
Pursuant to a Registration Rights Agreement between the Company and
Messrs. Rutherford, Moran, McCoy and Susan R. Rutherford, wife of Mr.
Rutherford (collectively, the "Registration Group"), the Registration Group has
the right, subject to certain customary limitations, to demand registration
under the Securities Act of any or all of the shares of the Common Stock they
beneficially own. The Company may be required to effect up to five such demand
registrations and the expenses of any such demand registration shall be borne
by the selling stockholders. In addition, except in certain circumstances and
subject to certain limitations, if the Company proposes to register any shares
of Common Stock under the Securities Act, the Registration Group will be
entitled to require the Company to include all or a portion of the shares of
Common Stock it owns in such registration. The expenses of any such
"piggyback" registration, other than underwriting discounts and commissions and
transfer tax relating to Common Stock to be sold by the Registration Group,
will be borne by the Company. In addition, the Company has agreed to indemnify
any underwriter and selling stockholder in connection with any
-14-
<PAGE> 15
registration made pursuant to the Registration Rights Agreement against certain
liabilities, including liabilities under the Securities Act.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
RUTHERFORD-MORAN OIL CORPORATION
By:
/s/ Patrick R. Rutherford
-----------------------------------------
Patrick R. Rutherford
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ John A. Moran Chairman of the Board April 28, 1998
----------------------------------- ---
John A. Moran
/s/ Patrick R. Rutherford President and Chief Executive April 28, 1998
----------------------------------- Officer (Principal Executive ---
Patrick R. Rutherford Officer and Director)
/s/ David F. Chavenson Vice President and Chief April 28, 1998
----------------------------------- Financial Officer (Chief ---
David F. Chavenson Financial and Accounting
Officer)
/s/ Howard Gittis Director April 28, 1998
----------------------------------- ---
Howard Gittis
/s/ Harry C. Lee Director April 28, 1998
----------------------------------- ---
Harry C. Lee
/s/ Jere McKenny Director April 28, 1998
----------------------------------- ---
Jere McKenny
</TABLE>
-15-
<PAGE> 16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
RUTHERFORD-MORAN EXPLORATION
COMPANY
By: /s/ Patrick R. Rutherford
----------------------------------
Patrick R. Rutherford
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Patrick R. Rutherford President and Director April 28, 1998
----------------------------------- (Principal Executive Officer) ---
Patrick R. Rutherford
/s/ David F. Chavenson Treasurer and Director April 28, 1998
----------------------------------- (Principal Financial Officer ---
David F. Chavenson and Principal Accounting
Officer)
</TABLE>
-16-
<PAGE> 17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
THAI ROMO HOLDINGS, INC.
By: /s/ Patrick R. Rutherford
-----------------------------------
Patrick R. Rutherford
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Patrick R. Rutherford President and Director April 28, 1998
----------------------------------- (Principal Executive Officer) ---
Patrick R. Rutherford
/s/ David F. Chavenson Treasurer and Director April 28, 1998
----------------------------------- (Principal Financial Officer ---
David F. Chavenson and Principal Accounting
Officer)
</TABLE>
-17-
<PAGE> 18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
THAI ROMO LIMITED
By: /s/ Patrick R. Rutherford
-------------------------------------
Patrick R. Rutherford
Director and Principal
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Patrick R. Rutherford Director (Principal Executive April 28, 1998
----------------------------------- Officer) ---
Patrick R. Rutherford
/s/ David F. Chavenson Director (Principal Financial April 28, 1998
----------------------------------- Officer and Principal ---
David F. Chavenson Accounting Officer)
</TABLE>
-18-
