<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-6959
MITCHELL ENERGY & DEVELOPMENT CORP.
(Exact name of registrant as specified in its charter)
TEXAS 74-1032912
(State of Incorporation) (I.R.S. Employer Identification No.)
2001 TIMBERLOCH PLACE
THE WOODLANDS, TEXAS 77380
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code: (713) 377-5500
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange
Title of each class on which registered
------------------- ----------------------
Class A Common Stock, $.10 Par Value New York and Pacific
Class B Common Stock, $.10 Par Value New York and Pacific
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 Section 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, 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. [X]
The aggregate market value of voting stock held by nonaffiliates of the
registrant at March 31, 2000 was approximately $89,425,175.
Shares of common stock outstanding at March 31, 2000:
Class A - 22,321,634
Class B - 26,811,769
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference into the
indicated parts of this report:
Annual Report to Stockholders for the fiscal year ended January 31, 2000 --
Parts I and II.
Definitive Proxy Statement to be filed within 120 days after
January 31, 2000 -- Part III.
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<PAGE> 2
FORM 10-K/A
AMENDMENT NO. 1
The undersigned registrant hereby amends Exhibit No. 99 to its annual
report on Form 10-K for the year ended January 31, 2000 as set forth in the
pages attached hereto:
Exhibit 99 -- Form 11-K for the year ended January 31, 2000 for the
Mitchell Energy & Development Corp. Thrift and Savings Plan is hereby
amended to include the financial statements and schedule required by
that form and the related Report of Independent Public Accountants on
such statements and schedule together with their consent to
incorporate such report into previously filed Form S-8 registration
statements.
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this amendment to be signed on its behalf
by the undersigned, thereunto duly authorized.
Mitchell Energy & Development Corp.
-----------------------------------
(Registrant)
By: /s/ Philip S. Smith
--------------------------------
Philip S. Smith
Senior Vice President --
Administration
Chief Financial Officer and
Principal Accounting Officer
Date: July 25, 2000
<PAGE> 3
EXHIBIT 99
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-6959
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MITCHELL ENERGY & DEVELOPMENT CORP.
THRIFT AND SAVINGS PLAN
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MITCHELL ENERGY & DEVELOPMENT CORP.
(Name of issuer of securities held pursuant to the Plan)
P. O. Box 4000, The Woodlands, Texas 77387-4000
(Address of Plan and principal executive office of issuer)
<PAGE> 4
Mitchell Energy & Development Corp. Thrift and Savings Plan
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Public Accountants....................................... 1
Statements of Net Assets Available for Plan Benefits at
January 31, 2000 and 1999.................................................. 2
Statements of Changes in Net Assets Available for Plan Benefits
for the Years Ended January 31, 2000 and 1999............................ 3
Notes to Financial Statements -- January 31, 2000 and 1999..................... 4
Schedule I -- Schedule of Assets Held for
Investment Purposes at January 31, 2000.................................... 7
</TABLE>
<PAGE> 5
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the Mitchell
Energy & Development Corp. Thrift and Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Mitchell Energy & Development Corp. Thrift and Savings Plan at
January 31, 2000 and 1999, and the related statements of changes in net assets
available for plan benefits for the years then ended. These financial statements
and the supplemental schedule referred to below are the responsibility of the
Administrative Committee. Our responsibility is to express an opinion on these
financial statements and the supplemental schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the
Mitchell Energy & Development Corp. Thrift and Savings Plan at January 31, 2000
and 1999, and the changes in net assets available for plan benefits for the
years then ended, in conformity with accounting principles generally accepted in
the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes at January 31, 2000 is not a required part of the basic
financial statements, but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedule
has been subjected to the auditing procedures applied in our audit of the basic
financial statements and, in our opinion, is fairly stated, in all material
respects, in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Houston, Texas
July 25, 2000
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<PAGE> 6
Mitchell Energy & Development Corp. Thrift and Savings Plan
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT JANUARY 31, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
------------ ------------
<S> <C> <C>
ASSETS
Investments (at current values)
Mutual funds
AIM Value Fund .................................................... $ 10,722,311 $ 9,834,206
Davis New York Venture Fund, Inc. ................................. 8,226,929 9,052,834
Merrill Lynch Basic Value Fund, Inc. .............................. 10,469,201 14,568,639
Merrill Lynch Capital Fund, Inc. .................................. 8,121,972 12,284,565
Oppenheimer Main Street Growth and Income Fund .................... 8,388,082 8,433,011
Other ............................................................. 13,048,332 9,677,476
------------ ------------
58,976,827 63,850,731
------------ ------------
Common collective trusts
Merrill Lynch Retirement Preservation Trust ....................... 49,496,578 54,886,918
Other ............................................................. 5,736,364 4,899,761
------------ ------------
55,232,942 59,786,679
------------ ------------
MEDC Common Stock
Class A ........................................................... 13,277,672 7,682,062
Class B ........................................................... 16,254,164 8,567,074
------------ ------------
29,531,836 16,249,136
------------ ------------
Participants' loans ................................................. 5,139,461 6,209,830
CMA Money Fund ...................................................... 60,202 --
------------ ------------
148,941,268 146,096,376
Receivables and other ................................................. 194,012 246
------------ ------------
Total assets ...................................................... 149,135,280 146,096,622
LIABILITIES
Due to trustee ........................................................ 193,987 --
------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS ................................ $148,941,293 $146,096,622
============ ============
</TABLE>
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The accompanying notes are an integral part of this statement.
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Mitchell Energy & Development Corp. Thrift and Savings Plan
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED JANUARY 31, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
------------- -------------
<S> <C> <C>
Earnings on investments
Mutual fund distributions ........................................ $ 5,031,196 $ 3,997,629
Interest income from investments ................................. 3,377,415 3,411,906
Cash dividends on MEDC common stock .............................. 660,957 501,234
Interest income from participant loans ........................... 513,126 631,579
Net appreciation (depreciation) of investments
Mutual funds ................................................... 2,173,283 4,735,373
Common collective trusts ....................................... 493,593 1,012,562
MEDC Common Stock .............................................. 13,433,656 (13,429,042)
Contributions
Members (including rollovers of $1,119,044 and $625,182) ......... 4,436,846 4,739,945
Company .......................................................... 2,479,250 3,075,986
Distributions to withdrawing members .............................. (29,749,805) (7,048,264)
Administration fees ............................................... (4,846) (8,000)
------------- -------------
Increase in net assets ............................................ 2,844,671 1,620,908
Net assets available for plan benefits, beginning of year ......... 146,096,622 144,475,714
------------- -------------
Net assets available for plan benefits, end of year ............... $ 148,941,293 $ 146,096,622
============= =============
</TABLE>
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The accompanying notes are an integral part of this statement.
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<PAGE> 8
Mitchell Energy & Development Corp. Thrift and Savings Plan
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2000 AND 1999
(1) SUMMARY OF THE PLAN AND ACCOUNTING POLICIES
GENERAL
The Mitchell Energy & Development Corp. Thrift and Savings Plan (the Plan) was
adopted by Mitchell Energy & Development Corp. (MEDC) and certain of its
subsidiaries (collectively the Company) to encourage their employees to provide
additional security for their retirement. Full-time employees of the Company are
eligible to become members of the Plan on the first of the month following their
completion of a one-month eligibility period. Other employees are eligible to
become members after completing one year of participation service as defined in
the Plan's provisions. Members should refer to the Plan document for a complete
description of the Plan's provisions.
AMENDMENT TO THE PLAN
The Plan was amended effective November 1, 1999 to increase from 14% to 19%,
with certain limitations, the maximum percentage of base salary that
participants may elect to defer and contribute to the Plan. Also, the Plan was
restated effective February 1, 2000 to incorporate all prior Plan amendments.
ADMINISTRATION
The Plan is administered by an administrative committee appointed by MEDC's
Board of Directors. The committee has broad responsibilities regarding the
supervision and administration of the Plan. Members of the administrative
committee receive no compensation from the Plan for their services. Except for
loan processing fees charged to members who have more than one loan outstanding,
administrative expenses have been paid by the Company. Should the Company choose
not to pay such expenses in the future, however, they would be paid by the Plan
and charged to the members' accounts.
TRUSTEE
Plan investments are held by Merrill Lynch Trust Company of Somerset, New Jersey
(Trustee), as trustee of the Plan. The Trustee receives contributions and makes
payments to members in accordance with the terms of the Plan.
BASIS OF ACCOUNTING
The records of the Plan are maintained on the accrual basis of accounting.
Purchases and sales of securities are recorded on a trade-date basis.
INVESTMENT VALUATION
For financial statement purposes, mutual funds and MEDC Common Stock are carried
at market values which are determined based upon published market quotations.
The Merrill Lynch Retirement Preservation Trust (MLPRT) is valued $1 per unit,
MLPRT invests in guaranteed investment contracts which are valued at contract
value which approximates fair value. The effective yield for the years ended
January 31, 2000 and 1999 was 6.6%. The Merrill Lynch Equity Index Trust I Fund
is valued at quoted market prices of its underlying investments and participant
loans are valued at their principal amounts which approximate market.
INVESTMENT INCOME AND RECOGNITION
Purchases and sales are recorded on trade date. Realized gains (losses) on sales
of investments and unrealized appreciation (depreciation) of investments are
reported as net appreciation (depreciation) of investments in the statements of
changes in net assets available for plan benefits. The average cost method is
used to determine the cost of securities sold. Interest income is recorded on an
accrual basis, and dividends are recorded on the ex-dividend date.
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<PAGE> 9
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires the use of estimates and
assumptions that affect the accompanying financial statements and disclosures.
Actual results could differ from those estimates.
RISKS AND UNCERTAINTIES
The Plan provides for various investments in common collective trusts, mutual
funds and common stocks. Investment securities, in general, are exposed to
various risks, including interest rate, credit and overall market volatility
risks. Because of the risks associated with investment securities, it is
reasonably possible that changes in their values will occur in the near term.
ADOPTION OF STATEMENT OF POSITION 99-3
AICPA Statement of Position 99-3 (SOP 99-3), "Accounting for and Reporting of
Certain Defined Contribution Plan Investments and Other Disclosure Matters" was
issued in September 1999. Among other things, SOP 99-3 reduced required
disclosures by defined contribution plans concerning participant-directed
investments. SOP 99-3 was adopted by the Plan effective February 1, 1999.
CONTRIBUTIONS AND INVESTMENT OPTIONS
Members may elect, with certain limitations, to reduce their compensation by
instructing the Company to contribute from 1% to 19% of their base salary (14%
prior to November 1, 1999) to the Plan on a pretax basis. Amounts so deferred,
as limited by applicable Federal income tax regulations, are not included in a
member's adjusted gross income for Federal income tax purposes in the year the
income is deferred and contributed to the Plan. Members may also make after-tax
contributions to the Plan which do not receive the favorable tax treatment. The
total of a member's pretax and after-tax contributions may not exceed 19% of
base salary (14% prior to November 1, 1999).
The Company makes contributions to the Plan of an amount equal to 100% of a
member's contributions, up to 6% of base salary. Each participant's account is
credited with his or her contributions and the applicable matching contributions
and an allocation of the Plan's earnings. Allocations of earnings are based on
the proportion that each participant's account balance bears to the total of all
participant account balances.
Members may direct the Trustee to invest their contributions in one or more of
the investment options offered by the Plan. The investment options include MEDC
Common Stock, fifteen mutual funds and two common collective trusts -- which are
trusteed by Merrill Lynch Trust Company. In addition, there are three Goal
Manager options that invest in certain of the available investment options.
VESTING
A member becomes vested in the Company's matching contributions upon completing
five years of vesting service. A year of vesting service is defined as the
performance of 1,000 hours of service in a Plan year. During January 1999, in
connection with a reduction in force, the Company fully vested the accounts of
members whose employment was terminated who were not already vested in the
Company's matching contributions to their respective accounts.
FORFEITURES
When a member who has not yet vested terminates employment, the value of his/her
share of Company contributions is forfeited and used to reduce future Company
contributions. During the Plan years ended January 31, 2000 and 1999,
forfeitures of $38,202 and $18,861 occurred, and forfeitures of $10,000 and
$35,404 were used to reduce the Company's contributions. At January 31, 2000 and
1999, an additional $28,972 and $770, respectively, was available to reduce the
Company's future contributions. For members re-employed before completing a
break in service, as defined by the Plan, Company contributions are reinstated
upon the member's reinvestment of applicable amounts in the Plan.
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<PAGE> 10
DISTRIBUTIONS, WITHDRAWALS AND LOANS
A withdrawing member is entitled to receive the value of his/her contributions
and, upon retirement, death, permanent disability or termination after having
completed five years of vesting service, is also entitled to receive 100% of the
value of applicable Company contributions.
Distributions of member account balances invested in the MEDC Common Stock Fund
are made in kind with fractional shares paid in cash. Distributions from all
other investment funds are paid in cash. Members may request that distributions
from the MEDC Common Stock Fund be in cash (rather than stock), subject to
procedures established by the administrative committee. Distributions paid to
withdrawing members were unusually large in fiscal 2000 because of the reduction
in force implemented by the Company late in the previous year.
Withdrawals of members' pretax contributions are limited by Section 1.401(k)-1
of the Internal Revenue Code to instances of a member's death, retirement,
disability, separation from service, attainment of age 59-1/2 or conditions of
severe hardship. One withdrawal may be made during a twelve-month period. Fund
balances arising from a member's rollover of balances from other plans may be
withdrawn at any time.
Members are eligible to borrow up to the lesser of 50% of the vested value of
their total Plan investments or $50,000. Such loans are evidenced by promissory
notes, which are secured by the member's account and bear interest at a quoted
prime rate plus two percent. Account balances pledged to secure loans may not be
withdrawn from the Plan.
TERMINATION
The Plan may be terminated, amended or modified by MEDC's Board of Directors at
its option. If the Plan is terminated, and after all expenses are paid, any
unallocated contributions, forfeitures, income and expenses will be allocated
among the members' accounts. All members would then be fully vested and would be
entitled to receive all of their then-existing account balances.
(2) FEDERAL INCOME TAX STATUS
The Plan is designed to operate as a non-tax-paying entity, and income taxes
have not been provided in its financial statements. The Plan obtained its latest
determination letter on December 29, 1995, in which the Internal Revenue Service
stated that the Plan, as then designed, was in compliance with the applicable
requirements of the Internal Revenue Code (the Code). Although the Plan has been
amended since receiving the determination letter, the administrative committee
believes that it continues to operate in compliance with the applicable
requirements of the Code.
(3) FORM 5500 REPORTING
Although distributions to participants must be reported on a cash basis in the
Plan's financial statements, the instructions for Form 5500 require that such
transactions be reported when approved for payment. At January 31, 2000,
$87,141 of approved distributions remained unpaid. A reconciliation follows of
resultant differences between amounts included in the accompanying financial
statements and amounts to be reported in the Plan's Form 5500 for the year ended
January 31, 2000:
<TABLE>
<CAPTION>
Net Assets Available Distributions to
For Plan Benefits Withdrawing Members
-------------------- -------------------
<S> <C> <C>
Amounts per financial statements............... $148,941,293 $29,749,805
Accrual of unpaid distributions................ (87,141) 87,141
------------ -----------
Amounts per Form 5500.......................... $148,854,152 $29,836,946
============ ===========
</TABLE>
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SCHEDULE I
Mitchell Energy & Development Corp. Thrift and Savings Plan
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT JANUARY 31, 2000
<TABLE>
<CAPTION>
Current Shares/
Identity of Issue/Description Value Units
----------------------------- ------------ -----------
<S> <C> <C>
Mutual Funds
AIM Value Fund .................................................................... $ 10,722,311 225,069
Alger MidCap Growth Retirement Portfolio .......................................... 276,337 19,045
Alliance Premier Growth Fund, Inc. ................................................ 757,641 21,778
Davis New York Venture Fund, Inc. ................................................. 8,226,929 289,477
Franklin Income Fund .............................................................. 1,077,104 500,978
John Hancock Small Cap Growth Fund (formerly Emerging Growth Fund) ................ 3,802,646 255,211
Massachusetts Investors Growth Stock Fund ......................................... 815,250 41,425
Merrill Lynch Basic Value Fund, Inc. .............................................. 10,469,201 285,264
Merrill Lynch Capital Fund, Inc. .................................................. 8,121,972 260,989
Merrill Lynch Global Allocation Fund, Inc. ........................................ 2,321,542 168,717
Oppenheimber Main Street Growth and Income Fund ................................... 8,388,082 208,971
Pilgrim Worldwide Growth .......................................................... 1,391,320 47,943
PIMCO Total Return Fund ........................................................... 119,051 12,148
Templeton Foreign Fund ............................................................ 2,487,441 239,407
------------
58,976,827
------------
Common Collective Trusts
Merrill Lynch Equity Index Trust I Fund* .......................................... 5,736,364 59,685
Merrill Lynch Retirement Preservation Trust * ..................................... 49,496,578 49,496,578
------------
55,232,942
------------
Mitchell Energy & Development Corp. *
Class A Common Stock ............................................................. 13,277,672 590,119
Class B Common Stock ............................................................. 16,254,164 722,407
------------
29,531,836
------------
CMA Money Fund ....................................................................... 60,202 60,202
------------
Participants' Loans, at interest rates ranging from 8% to 11% ........................ 5,139,461
------------
$148,941,268
============
</TABLE>
----------
* Party-in-interest to the Plan.
Note -- Cost amounts need not be reported for participant-directed investments.
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MITCHELL ENERGY & DEVELOPMENT CORP. THRIFT AND SAVINGS PLAN
INDEX TO EXHIBIT
Exhibit
Number Description
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23 Consent of Independent Public Accountants
