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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
COMMISSION FILE NUMBER 000-20849
THAI ROMO LIMITED
THAI ROMO HOLDINGS, INC.
RUTHERFORD-MORAN EXPLORATION COMPANY
(Exact name of Registrants as specified in their Charters)
KINGDOM OF THAILAND 75-2287571
DELAWARE 76-0511017
DELAWARE 76-0321674
(State or other jurisdiction of (IRS Employer
incorporation or organization) 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
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 ___ No _X_
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. [ ]
No common equity of any of the Registrants is held by non-affiliates, except for
certain nominal interests of Thai Romo Limited.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Rutherford-Moran Oil Corporation's Annual Report on Form 10-K for
the year ended December 31, 1998, filed March 31, 1998, as amended by
Rutherford-Moran Oil Corporation's Amendment No. 1 on Form 10-K/A, filed April
29, 1998, are incorporated by reference in this report.
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PRELIMINARY NOTE
Rutherford-Moran Oil Corporation ("RMOC") is a holding corporation that owns
all of its assets and conducts all of its business through its subsidiary, Thai
Romo Limited ("Thai Romo") and its affiliate, B8/32 Partners, Ltd. ("B8/32
Partners"), each a company existing under the laws of Thailand. RMOC is the
parent company of Rutherford-Moran Exploration Company ("RMEC") and Thai Romo
Holdings, Inc. ("TRH"), which collectively own the outstanding shares of Thai
Romo, except for certain nominal interests. Thai Romo owns 46.34% of B8/32
Partners. No separate financial information for RMEC, TRH, Thai Romo or B8/32
Partners has been provided or incorporated by reference in this report because:
(i) RMOC does not itself conduct any operations, but rather all operations of
RMOC and its subsidiaries are conducted by Thai Romo and B8/32 Partners; (ii)
RMOC has no material assets other than its ownership in RMEC, TRH, Thai Romo and
B8/32 Partners; and (iii) substantially all of the assets and liabilities shown
in the consolidated financial statements of RMOC are located in RMEC, TRH, Thai
Romo and RMOC's proportionate interest in B8/32 Partners.
PART I
The information contained in Part I of the Annual Report on Form 10-K
of RMOC for the year ended December 31, 1997, filed March 31, 1998, as amended
by RMOC's Amendment No. 1 on Form 10-K/A, filed April 29, 1998, (such Form
10-K, as amended, the "RMOC Form 10-K") is incorporated by reference in this
report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
RMOC is the parent company of RMEC and TRH, which collectively own the
outstanding shares of Thai Romo, except for certain nominal interests. The
information contained in Item 5 of the RMOC Form 10-K is incorporated by
reference in this report.
ITEM 6. SELECTED FINANCIAL DATA
The information contained in Item 6 of the RMOC Form 10-K is
incorporated by reference in this report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information contained in Item 7 of the RMOC Form 10-K is
incorporated by reference in this report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of RMOC, together with the
independent auditors' report thereon from KPMG Peat Marwick LLP, appearing on
pages 21 through 39 of the RMOC Form 10-K are incorporated by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
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PART III
The information contained in Part III of the RMOC Form 10-K is
incorporated by reference in this report.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
(a) 1. Financial Statements
The following financial statements and the Reports of Independent
Public Accountants are incorporated by reference from the RMOC Form 10-K as a
part of this report:
Independent Auditors' Report
Consolidated Statements of Operations, for the year ended December 31, 1997,
the periods June 18, 1996 through December 31, 1996 (Company), and January 1,
1996 through June 17, 1996 and for the year ended December 31, 1995
(Predecessors)
Consolidated Balance Sheets, December 31, 1997 and December 31, 1996 (Company)
Consolidated Statements of Changes in Stockholders' and Predecessors' Equity,
for the year ended December 31, 1997 and periods June 18, 1996 through December
31, 1996 (Company), and January 1, 1996 through June 17, 1996 and for the year
ended December 31, 1995 (Predecessors)
Consolidated Statements of Cash Flows, for the year ended December 31, 1997,
the periods June 18, 1996 through December 31, 1996 (Company), and January 1,
1996 through June 17, 1996 and for the year ended December 31, 1995
(Predecessors)
Notes to Consolidated Financial Statements
2. Financial Statements Schedules
Financial statement schedules have been omitted because they are not
applicable for the information required therein or are included elsewhere in the
financial statements or notes thereto.
3. Exhibits
EXHIBIT
NUMBER DESCRIPTION
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*3.1 -- Restated Certificate of Incorporation of RMOC.
*3.2 -- Bylaws of RMOC dated April 1, 1996.
***3.3 -- Certificate of Incorporation of Rutherford-Moran
Exploration Company
***3.4 -- Bylaws of Rutherford-Moran Exploration Company
***3.5 -- Certificate of Incorporation of Thai Romo Holdings, Inc.
***3.6 -- Bylaws of Thai Romo Holdings, Inc.
***3.7 -- Articles of Association of Thai Romo Limited
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****4.1 -- Indenture between Rutherford-Moran Oil Corporation
and Bank of Montreal Trust Company, as trustee dated
as of September 29, 1997.
****4.2 -- Form of Note between Rutherford-Moran Oil
Corporation and Bank of Montreal Trust Company, as
trustee relating to 10.75% Senior Subordinated Notes
due 2004.
*10.1 -- Ministry of Industry Petroleum Concession dated August
1, 1991, awarded to Thai Romo, Thaipo and Maersk Oil.
*10.2 -- Ministry of Industry Supplementary Petroleum Concession
(No. 1) to Petroleum Concession No. 1/2534/36 dated
March 6, 1992, awarded to Maersk Oil (Thailand) Ltd. and
Thaipo Limited and Thai Romo Limited.
*10.3 -- Ministry of Industry Supplementary Petroleum Concession
(No. 2) to Petroleum Concession No. 1/2535/36 dated
September 4, 1995, awarded to Thaipo Limited and Thai
Romo Limited.
*10.4 -- Joint Operating Agreement to be effective as of March
3, 1995 among Thai Romo, Thaipo and Sophonpanich.
*10.5 -- Joint Operating Agreement dated August 1, 1991 among
Thai Romo, Thaipo, Maersk Oil and Sophonpanich.
*10.6 -- Gas Sales Agreement dated November 7, 1995 between
Petroleum Authority of Thailand, Thai Romo, Thaipo, and
Sophonpanich.
****10.7 -- First Amendment to the Gas Sales Agreement dated
November 12, 1997 between Petroleum Authority of Thailand
and B8/32 Partners Limited, Thaipo Limited, Thai Romo
Limited and Palang Sophon Limited
*10.8 -- Bareboat Charter Agreement dated February 9, 1996 between
Tantawan Production B.V. and Tantawan Services, L.L.C.
*10.9 -- Operating Agreement between SBM Marine Services Thailand
Ltd. and Tantawan Services, L.L.C. dated
February 9, 1996.
*10.10 -- Guaranty and Indemnity Agreement dated February 9,
1996, by Thai Romo to Tantawan Production B.V.
*10.11 -- Guaranty and Indemnity Agreement dated February 9,
1996, by Thai Romo to SBM Marine Services Thailand Ltd.
*10.12 -- 1996 Key Employee Stock Plan (and form of option and
stock agreements).
*10.13 -- 1996 Non-Employee Director Stock Option Plan (and form
of option agreement).
*10.14 -- Letter Agreement dated March 28, 1996 with David
Chavenson.
***10.15 -- $150,000,000 Revolving Credit Facility dated as of
December 3, 1997 with The Chase Manhattan Bank as
Lender and Agent.
*10.16 -- Registration Rights Agreement.
**10.17 -- Share Sale Agreement between Maersk Olie Og and Thai Romo
Limited dated January 13, 1997
*****21.1 -- Subsidiaries of RMOC.
*****27.1 -- Financial Data Schedule
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* Incorporated by reference from RMOC's Registration Statement on Form S-1,
as amended (File No. 333-4122).
** Incorporated by reference from RMOC's Form 8-K dated March 3, 1997.
*** Incorporated by reference from RMOC's Quarterly Report on Form 10-Q for
the period ended September 30, 1997.
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**** Incorporated by reference from RMOC's Registration Statement on Form S-4,
as amended (File No. 333-41015).
***** Incorporated by reference from RMOC's Annual Report on Form 10-K for
the period ended December 31, 1997.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the fourth
quarter of the year ended December 31, 1997.
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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 29, 1998
- ----------------------------------- (Principal Executive
Patrick R. Rutherford Officer)
/s/ David F. Chavenson Treasurer and Director April 29, 1998
- ----------------------------------- (Principal Financial
David F. Chavenson Officer and Principal
Accounting Officer)
</TABLE>
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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 29, 1998
- ----------------------------------- (Principal Executive
Patrick R. Rutherford Officer)
/s/ David F. Chavenson Treasurer and Director April 29, 1998
- ----------------------------------- (Principal Financial
David F. Chavenson Officer and Principal
Accounting Officer)
</TABLE>
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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 April 29, 1998
- ----------------------------------- Executive Officer)
Patrick R. Rutherford
/s/ David F. Chavenson Director (Principal April 29, 1998
- ----------------------------------- Financial Officer and
David F. Chavenson Principal Accounting
Officer)
</TABLE>
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