Commission File Number 1-4668
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13 or 15(d) of THE
SECURITIES
EXCHANGE ACT OF 1934
Coastal Caribbean Oils & Minerals, Ltd.
(Exact name of registrant as specified in charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 as set forth in the pages attached hereto:
(List all such items, financial statements, exhibits or other portions amended)
Page 2 and 17 are deleted in their entirety and the attached page 2 and
17 are substituted in lieu thereof.
Page 42 is deleted in its entirety and Part III information concerning
Item 10 - Directors and Executive Officers of the Company, Item 11 - Executive
Compensation, Item 12 - Security Ownership of Certain Beneficial Owners and
Management and Item 13 - Certain Relationships and Related Transactions in the
attached pages 42.1 through 42.7 are substituted in lieu thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
COASTAL CARIBBEAN OILS & MINERALS, LTD.
(Registrant)
By /s/ James R. Joyce
James R. Joyce
Treasurer and Chief Financial
and Accounting Officer
Date: April 23, 1997
<PAGE>
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.
|X| Yes |_| No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) 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. [X]
The aggregate market value of the common stock held by non-affiliates of the
registrant was approximately $103,000,000 (U.S.) at February 11, 1997.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date:
Common stock, par value $.12 per share, 40,056,358 shares outstanding as of
February 11, 1997
DOCUMENTS INCORPORATED BY REFERENCE
NONE
2
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders.
None.
17
<PAGE>
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Company.
(a) Directors.
<TABLE>
<CAPTION>
Date Present Term Length of Service Other Offices Held
Name Age of Office Expires as a Director with Company
---- --- ----------------- ------------- ------------
<S> <C> <C> <C> <C>
Charles T. Collis 64 Annual Meeting 1997 Since 1987 Secretary
Nicholas B. Dill* 64 Annual Meeting 1997 Since 1997 None
Benjamin W. Heath 82 Annual Meeting 1997 Since 1962 President
John D. Monroe 70 Annual Meeting 1997 Since 1981 None
C. Dean Reasoner** 79 Annual Meeting 1997** Since 1966 None
Phillip W. Ware 47 Annual Meeting 1997 Since 1985 Vice President
- ------------
* Mr. Dill was elected on April 7, 1997 to complete the unexpired term of Mr. Reasoner.
** Mr. Reasoner resigned as a director of the Company on March 20, 1997.
</TABLE>
The Company is not aware of any arrangement or understanding between
any of the individuals named above and any other person pursuant to which any
individual named above was selected as a director.
(b) Executive Officers.
<TABLE>
<CAPTION>
Length of Service Other Positions Held
Name Age Office Held as an Officer with Company
<S> <C> <C> <C> <C>
Benjamin W. Heath 82 President Since 1962 Director
James R. Joyce 56 Treasurer and Chief Financial Officer Since June 8, 1994 Assistant Secretary
Phillip W. Ware 47 Vice President of the Company
and President of Coastal Petroleum
Company Since 1985 Director
</TABLE>
The Company is not aware of any arrangements or understandings between
any of the individuals named above and any other person pursuant to which any
individual named above was selected as an officer.
All officers of Coastal Caribbean Oils & Minerals, Ltd. are elected
annually by the Board of Directors and serve at the pleasure of the Board of
Directors.
(c) Identification of Significant Employees.
None.
(d) Family Relationships.
No family relationships exist among any of the directors and
officers named above.
42.1
<PAGE>
(e) (1) Business Experience.
All of the named companies are engaged in oil, gas or
mineral exploration and/or development except where noted.
Directors and Executive Officers.
Mr. Collis has been a member of the law firm of
Conyers, Dill & Pearman, Hamilton, Bermuda, the Company's Bermuda counsel for
more than five years.
Mr. Nicholas B. Dill was elected a director on
April 7, 1997 to complete the unexpired term of C. Dean Reasoner who resigned on
March 20, 1997. Mr. Dill is a member of the law firm of Conyers, Dill &
Pearman, Hamilton, Bermuda, the Company's Bermuda counsel.
Mr. Heath has been President of the Company since
1962 and Chairman and a director of Coastal Petroleum Company ("Coastal
Petroleum"), the Company's subsidiary, a director of Magellan Petroleum
Corporation ("MPC"), Chairman and a director of Magellan Petroleum Australia
Limited ("MPAL"), a majority owned subsidiary of MPC, and a director of Canada
Southern Petroleum Ltd. ("Canada Southern").
Mr. James R. Joyce has been Treasurer and Chief
Financial and Accounting Officer of the Company since June 1994. Mr. Joyce has
been Vice President and Treasurer of G&O'D INC since 1979, (President since
July 1, 1994), a firm which has provided accounting and administrative services,
office facilities and support staff to the Company for more than five years.
Mr. Joyce is a Certified Public Accountant and a member of the Bar of
Connecticut.
Mr. Monroe has been a real estate broker for more
than five years and was formerly President of Monroe-Buman Real Estate, Inc.,
a real estate brokerage and development firm in Naples, Florida. Mr. Monroe is
also a director of Coastal Petroleum.
Mr. C. Dean Reasoner has been a member of the law
firm of Reasoner, Davis & Fox, Washington, D.C. for more than five years. On
March 20, 1997, Mr. Reasoner resigned as a director of the Company for health
related reasons. Mr. Reasoner also resigned as a director of MPC, MPAL and
Canada Southern during March 1997.
Mr. Ware, a geologist, has been President of Coastal
Petroleum since April 1985. He is also a director of Coastal Petroleum.
42.2
<PAGE>
(2) Directorships.
See subparagraph (1), above.
(f) Involvement in Certain Legal Proceedings.
None.
(g) Promoters and Control Persons.
Not applicable.
Item 11. Executive Compensation.
The following table sets forth certain summary information concerning
the compensation of Mr. Benjamin W. Heath, President and Chief Executive Officer
of the Company. No other executive officers of the Company earned in excess of
$100,000 during fiscal year 1996.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Summary Compensation Table
- ------------------------------------------------------------------------------------------------------------------------------------
Annual Compensation
Name and Long Term All Other
Principal Position Year Salary ($) Compensation Award Compensation
Options/SARs(#) ($) (1)
- ---------------------------------------- -------------------- --------------------- ------------------------- ----------------------
<S> <C> <C> <C> <C>
Benjamin W. Heath, President 1996 40,000 - 12,000
and Chief Executive Officer 1995 40,000 60,000 12,000
1994 26,250 - 9,937
- ---------------------------------------- -------------------- --------------------- ------------------------- ----------------------
(1) Reimbursement for office expense $6,000 in 1996, 1995 and 1994. Payment to SEP-IRA pension plan $6,000 in 1996 and 1995,
and $3,937 in 1994.
</TABLE>
(c) Options/SAR Grants
None.
(d) Aggregated Option/SAR Exercises and Fiscal Year Option/SAR Value Table
The following table provides information about stock options exercised
during fiscal 1996.
<TABLE>
<CAPTION>
------------------------- -------------------- ---------------- -------------------------------- -----------------------------
Value of Unexercised
Shares Number of Unexercised In-The-Money
Acquired Value Options/SARs Options/SARs
On Exercise (#) Realized ($) at December 31, 1996 at December 31, 1996 ($)
------------------------- -------------------- ---------------- -------------------------------- -----------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
------------------------- -------------------- ---------------- -------------- ---------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Benjamin W. Heath -0- -0- 72,000 - 171,000 -
------------------------- -------------------- ---------------- -------------- ---------------- -------------- -------------
</TABLE>
(e) Long-Term Incentive Plan ("LTIP") Awards Table
Not applicable.
42.3
<PAGE>
(f) Defined Benefit or Actuarial Plan Disclosure
Not applicable.
(g) Compensation of Directors
John D. Monroe received a director's fee of $15,000 for the year 1996.
Mr. Monroe is the only director who receives directors' fees.
(h) Employment Contracts and Termination of Employment and Change-in-
Control Arrangements.
Not applicable.
(i) Report on Repricing of Options/SARs
Not applicable.
(j) Compensation Committee Interlocks and Insider Participation
The entire board of directors constitutes the compensation committee.
Benjamin W. Heath and Phillip W. Ware are directors and the Presidents,
respectively, of Coastal Caribbean and Coastal Petroleum. Mr. C. Dean Reasoner,
a director until his resignation on March 20, 1997, is a partner in the law firm
of Reasoner, Davis & Fox which was paid $102,000 for legal services rendered
in 1996.
Mr. Heath also serves as a director of MPC, MPAL and Canada Southern
Petroleum Ltd. ("CSP"). Mr. Heath is also Chairman of M PAL. During 1996, the
law firm of Reasoner, Davis & Fox also rendered services to MPC and CSP.
Mr. Reasoner also resigned as a director of MPC, MPAL and CSP during March 1997.
(k) Board Compensation Committee Report on Executive Compensation.
Not applicable.
(l) Performance Graph
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) Security Ownership of Certain Beneficial Owners.
The following table sets forth information as to the number of shares
of the Company's Stock owned beneficially as of April 22, 1997 by each person
who is known to be the beneficial owner of more than 5% of the outstanding
shares of common stock of the Company.
42.4
<PAGE>
Name and address of Amount and nature
beneficial owner of beneficial ownership Percent of class**
Shares held Shares subject
directly to option
Leon S. Gross 4,190,031 - 10.46
3900 Ford Road
Philadelphia, PA 19131
Lykes Minerals Corp. - 7,800,000* 16.3**
111 East Madison Street
P.O. Box 1690
Tampa, FL 33601
- ---------------
* Under certain agreements with the Company, Lykes Minerals Corp.
("Lykes") has options to purchase shares of Coastal Petroleum, and to
exchange shares of Coastal Petroleum for shares of the Company. At
April 22, 1997, Lykes had purchased a total of 78 shares which are
convertible into 7,800,000 shares of the Company.
** Assumes all outstanding options are exercised to acquire shares of the
Company.
(b) Security Ownership of Management.
The following table sets forth information as to the number of shares
of the Company's common stock owned beneficially at April 22, 1997 by each
director of the Company and by all directors and executive officers as a group:
Amount and Nature of
Name of Beneficial Ownership
Individual Shares held Percent of
or Group directly Options Class
Charles T. Collis 17,758 60,000 *
Nicholas B. Dill --- ---
Benjamin W. Heath 20,000 72,000 *
John D. Monroe 400 60,000 *
Phillip W. Ware 3,791 120,000 *
Directors and executive officers
as a group (a total of 6 persons) 52,034 362,000 1.2%
- ---------------
* Less than 1%.
42.5
<PAGE>
(c) Changes in Control.
The Company is aware of no contractual arrangements which may
at a subsequent date result in a change of control of the Company.
Item 13. Certain Relationships and Related Transactions.
(a) Transactions with management and others.
None.
(b) Certain business relationships.
Reasoner, Davis & Fox
The Company retained the services of the law firm of Reasoner, Davis &
Fox, of which Mr. C. Dean Reasoner, a director of the Company until his
resignation on March 20, 1997, is a partner. Fees for legal services rendered to
the Company by Reasoner, Davis & Fox amounted to $102,000 for the year 1996. In
addition, Reasoner, Davis & Fox is entitled to contingent fees payable in
connection with Coastal Petroleum's litigation against the State of Florida of
2.0 percent of any net recovery from execution on or satisfaction of judgment or
from settlement of this lawsuit.
G&O'D INC
During the year 1996, $169,632 was paid or accrued for accounting and
administrative services, office facilities and support staff provided to the
Company by G&O'D INC, a firm that was owned by Mr. James R. Joyce, Treasurer and
Assistant Secretary. The services rendered by G&O'D INC to the Company include
the following: preparation and filing of all reports required by Federal and
State governments, preparations of reports and registration statements required
under the Federal securities laws; preparation and filing of interim, special
and annual reports to shareholders; maintaining corporate ledgers and records;
furnishing office facilities and record retention. G&O'D is also responsible for
the investment of the Company's available funds and other banking relations and
securing adequate insurance to protect the Company. G&O'D is responsible for the
preparation and maintenance of all the minutes of any directors' and
shareholders' meetings, arranging all meetings of directors and shareholders,
coordinating the activities and services of all companies and firms rendering
services to the Company, responding to stockholder inquiries, and such other
services as may be requested by the Company. G&O'D maintains and provides
current information about the Company's activities so that the directors of the
Company may keep themselves informed as to the Company's activities. G&O'D's
fees are based on the time spent in performing these services to the Company.
42.6
<PAGE>
Royalty Interests
The State of Florida oil, gas and mineral leases held by Coastal
Petroleum on approximately 3,700,000 acres of submerged lands along the Gulf
Coast and certain inland lakes and rivers are subject to certain overriding
royalties aggregating 1/16th as to oil, gas and sulphur, and 13/600ths as to
minerals other than oil, gas and sulphur. Of the overriding royalties as to oil,
gas and sulphur, a 1/90th overriding royalty, and of the overriding royalties on
minerals other than oil, gas and sulphur, a 1/60th overriding royalty, is held
by Johnson & Company, a Connecticut partnership which is used as a nominee by
the members of the family of the late William F. Buckley. A trust, in which Mr.
Heath has a 54.4 percent beneficial interest, and C. Dean Reasoner (a director
until his resignation on March 20, 1997) have beneficial interests in such
royalty interest held by Johnson & Company. No payments have been made to
Johnson & Company (or to the beneficial owners of such royalty interests) in
more than thirty years.
In 1990, Coastal Petroleum granted to officers 3.4% of any net recovery
from execution on or satisfaction of judgment or from settlement of the lawsuit
against the State of Florida as follows:
Relationship to
Percent of Coastal Petroleum
Name Net Recovery at Date of Grant
Benjamin W. Heath 1.25 Chairman of Board
Phillip W. Ware 1.25 President
Arthur B. O'Donnell 0.30 Vice President and Treasurer
James R. Joyce 0.30 Assistant Treasurer
James J. Gaughran 0.30 Secretary
(c) Indebtedness of Management
No officer or director was indebted to the Company or any
subsidiary in an aggregate amount that exceeded $60,000 during fiscal 1996.
(d) Transactions with Promoters.
Not applicable.
42.7
