U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-KSB
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: 0-10337.
Oklahoma Energy Corporation
(Exact name of small business issuer in its charter)
Oklahoma 73-1129531
(State of Other Jurisdiction (I.R.S. Employer
Incorporation or Organization) Identification No.)
601 South Boulder, Ste 500, Tulsa, Oklahoma 74119-1323
(Address of principal executive office) (zip code)
Issuer's telephone number - (918) 587-4470
Securities to be registered under Section 12(b) of the Act:
Title of Each Class: Name of each exchange on which registered:
None None
Securities to be registered under Section 12(g) of the Act:
Title of Each Class: Name of each exchange on which registered:
Common, $0.10 Par Value Electronic Bulletin Board
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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__
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, an no disclosure will 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-KSB or any amendment to this Form 10-KSB [X]
Total issuer's revenues for 1997 were $22,049
The aggregate market value of the shares of common stock held by
non-affiliates of the registrant, based upon the average bid and asked
price of such stock, as of December 31, 1997, was $.02 per Share $862,528.
State number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date.
Common 43,126,416
DOCUMENTS INCORPORATED BY REFERENCE
No documents are incorporated by reference into this Report except those
Exhibits so incorporated as set forth in the Exhibit Index.
Transitional Small Business Disclosure Format (Check one): Yes ____ No __X__
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
General Development of Business
Oklahoma Energy Corporation formerly, Cayman Resources
Corporation (hereinafter referred to as "the Company") was incorporated
on September 4, 1981 under the laws of the State of Oklahoma. The
Company was formed to facilitate the tax free exchange and merger of
100% of the stock of its predecessor, Cayman Corporation, with certain
limited partnership oil and gas interests sponsored by Cayman
Corporation as general partner.
The Company has one active subsidiary, Cyril Petrochemical
Corporation (CPC). The stock of CPC is pledged to the Oklahoma
Industrial Finance Authority (OIFA) as collateral for a loan to the
Company. This loan is in default and the prospect for foreclosure by
the OIFA is likely. If this occurred the Company could lose all its
interest in CPC and the Cyril Refinery.
In the recent past, the Company's principal businesses have been
(1) the refining of crude oil into diesel fuel, kerosene, paint thinners
and lacquers, and specialty industrial solvents at its refinery in
Cyril, Oklahoma (Cyril Refinery); and (2) production of and exploration
for crude oil and natural gas; and (3) contract operations of producing
oil and natural gas properties. However, the Company no longer operates
the Cyril refinery and the Company has sold all its oil and gas
properties and well operations.
The Company has no material patents, licenses, franchises or
concessions which are considered significant to it operations.
The Company has not been a party to any bankruptcy, receivership,
reorganization adjustment or similar proceeding.
The Company has no present business activity.
Since the refinery operations began in January of 1994, and
through April of 1995, the Cyril Refinery acquired approximately 803,388
barrels of crude oil. The Company acquires such crude oil feed stock by
the barrel at the daily average West Texas Intermediate (WTI) crude oil
posted price plus transportation and handling costs which varies
depending on the distance that particular crude oil barrel is
transported to the plant. The daily average WTI is calculated on a
monthly basis.
<PAGE>
Competition
If the Company is able to refinance the Cyril Refinery, such
operation would be in direct competition with many other refiners. Many
of the refineries with which the Company will compete have vast
resources from which to draw and are able to offer for sale many
products which can not be offered by the Company. Also, the refining
companies with which the Company will compete can offer their products
at prices which may be below the Company's cost of producing the same
products. The Company must deal with this competition by strictly
defining its specialty markets. To establish this market, the Company
must offer a quality product at a competitive price with special
services such as custom blending.
In addition to the market competition for the sale of its
products, the Company would compete with much larger refineries to
acquire the high quality, low sulphur crude oil necessary to supply the
special needs of the Cyril Refinery.
Risk Factors
The Company's operation of the Cyril Refinery is inherently
dangerous. The refining process calls for heating large volumes of
crude oil and natural gas condensate in order to separate each barrel
into various other products, many of which are highly volatile. Even
though the Company maintains a fire water system, there is always some
danger of explosions and fire. Also, the operation of the Cyril
Refinery equipment can be extremely dangerous. Although considerable
effort is taken to follow all safety procedures, because of the size and
complexity of the refinery equipment, accidents may occur.
In addition to the physical inherent risks of operating refinery
equipment and the handling of crude oil, natural gas, natural gas
condensate, and other potentially explosive materials, the Company's
refinery operation is subject to substantial economic risks. Production
and sale of hydrocarbon solvents, diesel, and other products that will
be produced by the Company's refinery operation is a very competitive
business. There is no certainty that the Company can establish a market
for its products. There is no assurance that the Company will be able
to operate the Cyril Refinery in a profitable manner. Because of the
substantial capital investment made by the Company in the renovation and
start up of the Cyril Refinery, the future of the Company is dependent
upon its ability to refinance and operate the Cyril Refinery
successfully.
2
<PAGE>
Environmental Risk
In 1987 the Cyril Refinery site was placed on the Environmental
Protection Agency's (EPA) National Priority List. A remedial study was
completed by the EPA in 1991 and it was determined that there were
certain hazardous substances present at the old refinery site, some of
which could be found on CPC's property. Although the EPA found levels
of contamination which did not pose an immediate hazard to human life,
over the next five years CPC will be required to conduct limited
remediation of hydrocarbons and other contaminants contained within the
boundaries of the CPC property. The Company will be required to conduct
this soil remediation in conjunction with the bioremediation plan now
being formulated by the EPA for the adjacent property under the EPA's
control. Bioremediation is accomplished by introducing living organisms
into the soil through an irrigation system. When combined with water,
heat and oxygen, these organisms naturally consume the hydrocarbons
contained in the soil, converting it into harmless gases which dissipate
into the atmosphere.
Officers of the Company
The Officers of the Company are as follows:
OFFICER
NAME AGE POSITION WITH COMPANY SINCE
David M. Whitney 47 Chairman of the Board 1982
of Directors and President,
Secretary
Employees
The Company has only one employee, its President.
ITEM 3. LEGAL PROCEEDINGS
The Company is currently involved in numerous lawsuits that
could materially affect its ability to operate. Also the Company has
numerous judgements in favor of creditors. Most suits have arisen
because of the Company's inability to timely pay all its obligations.
The litigation can only be satisfied if the Company is successful in
securing new working capital as planned.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company has not submitted any matters to the shareholders
for a vote during this reporting period.
3
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company's Common Stock is traded over-the-counter on the
Electronic Bulletin Board under the symbol "OKOK". During the last
twelve months, the bid price of the company's stock has ranged in price
from $0.01 to $0.04 per share on a post reverse stock split basis. The
Company has six market makers as of December 31, 1997.
The transfer agent for the Company's stock is Chase Mellon
Shareholder Services, 450 West 33rd Street, 15th Floor, New York, NY
10001-2697. On June 26, 1997, the outstanding shares of the Company's
Common Stock totaled 37,706,354 shares and were held by approximately
2,250 shareholders of record. The Company has never declared or paid
any cash dividends and has no present intention of paying cash dividends
to common shareholders.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
Presently, the Company has no liquidity or working capital.
The Company lacks necessary capital to meet its obligations. The
Company has not been able to meet it's current obligations.
Results of Operations - Operating Revenues 1997 vs. 1996
The Company had no revenues in 1997 vs $193,334 in 1996.
Operating Costs and Expenses - 1997 vs. 1996
Operating expenses decreased substantially in 1997 over 1996
as a result of the shut down of the Company's Cyril Refinery operations.
SIGNIFICANT EVENTS
Reactivation of Cyril Refinery
In January of 1994, the Company began its Cyril Refinery
operations. The Company shut down refinery operations in April of 1995.
During the sixteen months of operation, the Company experienced
substantial mechanical problems and was unable to meet product
specifications demanded by its customers. As a result, the Company
realized significant losses from its operation of the Cyril Refinery
which caused the loss of its crude oil credit lines and the ultimate
shut down of refinery operations.
4
<PAGE>
Although the Company is now pursuing financing which will
enable it to renew its financing arrangements and allow it to start up
operations of the Cyril Refinery again, there is absolutely no assurance
that the Company will be successful.
Sale of Company's Oil and Gas Assets to Satisfy Working Capital Debt
Effective January 1, 1995, the Company assigned substantially
all its oil and gas production to the Cayman Lenders Limited Liability
Corporation in exchange for a release of indebtedness and in lieu of
foreclosure on the $1,600,000 in debt loaned to it by a group of
individuals known as the Capital Investors. Such funds were borrowed by
the Company in 1993 to finance the renovation of the Cyril Refinery.
Cyril Refinery Vendor Payables
The Company and its subsidiary have a substantial amount of
past-due vendor payables for which it has no source of payment. The
Company is currently developing a plan to offer such vendors a
settlement plan to be financed with new investment funding. The Company
has not yet secured such new financing and can in no way be assured of
securing such financing.
Oklahoma Industrial Finance Authority $750,000 Loan
On November 10, 1993, the Company secured a $750,000 loan from
the Oklahoma Industrial Finance Authority (OIFA), which funds were used
to satisfy a portion of the Company's start-up working capital needs.
The OIFA loan was for one year and is now in default with interest
accruing at eight percent (8%). The OIFA may decide to foreclose at any
time.
Environmental Considerations.
In 1988, the Cyril Refinery property formerly owned by
Oklahoma Refining Corporation (ORC site) in Cyril, Oklahoma, was placed
on the National Priority List (NPL). This action was taken by the EPA
in accordance with the Comprehensive Environmental Response Compensation
Liability Act of 1980 (CERCLA), as amended by the Superfund and
Reauthorization Act of 1986 (SARA). In 1991, the EPA concluded a
Remedial Investigation/Feasibility Study (RIFS) of the Cyril Refinery
site. The RIFS identified certain areas where contamination and
hazardous chemicals exist. The RIFS conclusion was that the
contaminants found at the ORC site did not pose an immediate hazard of
significant risk to human health at off-site testing locations used by
5
<PAGE>
the study. It was therefore determined that the contaminants contained
within the ORC site could be remediated over a period of time. In 1991,
the EPA issued a Proposed Plan of Action (PPA) which outlined several
alternative actions which could be taken to either contain, remediate or
remove the identified contaminated material. Following public hearings,
the EPA issued its Record of Decision (ROD) which together with the PPA
outlines in general the EPA's plan to clean up the entire ORC site.
In April of 1997, the Oklahoma Department of Environmental
Quality (ODEQ) filed an announcement of changes to the CRC site
remediation plan which greatly reduced the scope and cost of the "clean-up"
work. They announced that rather than building a bioremediation
plant, they plan to isolate the remaining soil into one location on the
ORC property (not on the Company's property) where they will
"encapsulate" the material with concrete. The ODEQ and EPA have
informed the Company that they will transport approximately 1,500 cubic
yards of soil from the Company's property to the EPA/ODEQ-controlled
property to be encapsulated.
The Company is aware of the need to cooperate with State and
Federal agencies to provide a plan and implement that plan to clean up
any and all identifiable hazards on its property. In January 1992, the
Company executed a Consent Agreement and Final Order with the Oklahoma
State Department of Health. All of the work required by such Consent
Order has now been completed by the Company. In addition to the
requirements made of the Company in accordance with the Consent Order,
the Company plans to continue to cooperate with the Oklahoma State
Department of Health (OSDH) and the EPA to complete the remediation of
all hazardous areas located on the CPC property. The Company has
developed a plan to achieve this goal and believes that those plans are
feasible. Management estimates, based upon review and evaluation of the
above studies, that the cost to transport the remaining soil to the EPA
encapsulation site is approximately $100,000. This will substantially
complete the Company's requirement under the Consent Order Dated January
1, 1992.
Common Stock Issued
On March 7, 1997 the Company sold 15,200,000 shares of its common
stock, par value $.10, in a transaction outside the United States
without registration under the Securities and Exchange Act (the Act) of
1933. Such sale was offered and accepted by a Canadian company
(Purchaser), not a U.S. Person as defined in Regulation S of the Act.
The Company's common stock was issued in consideration for the
assignment of certain contract leasehold rights held by the Purchaser to
drill for oil and natural gas in Cameron Parish, South Louisiana. These
leases are not currently producing. The Company plans to develop the
leasehold over the next twelve months, which will require a significant
6
<PAGE>
amount of capital. At this time, the Company does not have the capital
to develop these leases, but hopes to secure such financing. Because of
the Company's present poor financial condition, there is no assurance
that it will be able to secure the financing necessary to develop its
Louisiana leasehold rights.
On November 11, 1997, the Company sold 5,000,000 shares of its
common stock, par value $.10, in a transaction outside the United States
without registration under the Securities and Exchange Act (the Act) of
1933. Such sale was offered and accepted by a Panamanian company
(Purchaser), not a U.S. Person as defined in Regulation S of the Act.
The Company's common stock was issued in consideration for the for the
cancellation of Company debt incurred over the year for the cash to
maintain the Cyril refinery and other general and administrative costs.
7
<PAGE>
ITEM 7. CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
CAYMAN RESOURCES CORPORATION
December 31, 1997
(Forming a part of Form 10-KSB Annual Report
to the U. S. Securities and Exchange Commission)
8
<PAGE>
OKLAHOMA ENERGY CORPORATION
formerly
CAYMAN RESOURCES CORPORATION
TO: SHAREHOLDERS
REGARDING: INDEPENDENT AUDIT
The December 31, 1997, financials were prepared in house and have not
been reviewed by an outside auditor. Although the Company does plan to
offer audited financials in the future, it does not have the capital to
do so at this time.
OKLAHOMA ENERGY CORPORATION
9
<PAGE>
OKLAHOMA ENERGY CORPORATION AND SUBSIDIARIES
Index to Consolidated Financial Statements
Financial Statements
Page
Consolidated Balance Sheet F2
Consolidated Statement of Operations F3
Notes to Consolidated Financial Statements F4
All other schedules are omitted because of the absence of the condition
under which they are required or because the information is included in
the financial statements or notes thereto.
F1.
10
<PAGE>
CAYMAN RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
December 31, 1997
(Unaudited)
Page 1 of 2
ASSETS
Current assets:
Cash and cash equivalents $ (44,780)
Receivables, less allowance for doubtful
accounts of $88,190: 50,805
Product sales 0
-----------
Total receivables, net 6,025
-----------
Prepaid expenses and other 1,500
-----------
Total current assets 7,525
-----------
Property and equipment, at cost:
Refinery 10,284,476
Other 348,214
-----------
10,632,690
Less accumulated depreciation,
and amortization (1,680,179)
-----------
Net property and equipment 8,952,512
-----------
Total assets $ 8,960,037
===========
F2.
11
<PAGE>
CAYMAN RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
December 31, 1997
(Unaudited)
(Continued)
Page 2 of 2
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 7,375,603
Notes payable and Long Term Debt 184,221
-----------
Total current liabilities 7,559,824
Long-term accounts payable 1,252,533
Deferred income taxes 775,608
-----------
Reserve for estimated costs of refinery
environmental cleanup 1,213,420
-----------
Commitments and contingent liabilities
Stockholders' deficit:
Preferred stock, $.10 par value, 6,000,000
shares authorized, 656,078 shares
issued and outstanding 63,866
Common stock, $.10 par value, 50,000,000
shares authorized, 22,687,782 shares
issued and outstanding 2,379,413
Additional paid-in capital 28,133,405
Accumulated deficit (32,397,787)
Treasury stock, 17,233 common
shares and 182,511 preferred
shares, at cost (20,154)
-----------
Total stockholders' deficit (1,841,348)
-----------
Total liabilities and stockholders'
deficit $ 8,960,037
===========
F3.
12
<PAGE>
CAYMAN RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 1997
(Unaudited)
Operating revenues:
Oil and gas sales $ 7,496
Product sales 0
Management and overhead fees 13,488
Other 1,065
-----------
Total operating revenues 22,049
-----------
Operating costs and expenses:
Oil and gas production 3,313
Cost of product sales 0
General and administrative 19,487
Interest expense 1,845
-----------
Total operating costs and expenses $ 24,645
-----------
Loss before income taxes $ ( 2,596)
Income taxes 0
-----------
Net loss $ ( 2,596)
===========
F4.
13
<PAGE>
CAYMAN RESOURCES CORPORATION AND SUBSIDIARIES
NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997
NOTE 1 - OPERATING AND FINANCIAL STATUS OF COMPANY
In January of 1994, the Company began operations at its crude
oil refinery located in Cyril, Oklahoma (the Cyril Refinery).
The start up of the Cyril Refinery occurred after renovation
and clean-up expenditures which totaled approximately
$3,750,000 of which $2,900,000 was expended in 1993 and
$7,100,000 1994.
The Cyril Refinery operations were shut down in April of 1995
due to significant operating losses. These losses were a
result of the Company's inability to produce certain targeted
specialty solvents to the satisfaction of its customers. The
Company has reviewed its overall refinery operations and
developed a new operating plan which identifies a limited
number of key products which it can produce to costumer
specifications. Also, because the Company will limit the
products it makes, it will use less equipment, burn less fuel,
and significantly reduce labor costs.
The Company is now pursuing a possible joint venture partner or
other financing to again start up the Cyril Refinery operation
utilizing the Company's new products plan.
In 1993 the Company secured a $1,600,000 loan from a group of
private lenders (Cayman Lenders, hereinafter known as the CRC
Lenders) which funds were used to renovate and clean up the
Cyril Refinery. A loan from the CRC Lenders matured in
November of 1994. In January of 1995 the Company reached
agreement with the CRC Lenders which provided that the Company
assign all the oil and gas properties pledged to secure such
loan to the CRC Lenders in lieu of foreclosure and in full
settlement of all indebtedness. In addition to this assignment
of oil and gas properties, the settlement provided that the
Company issue the CRC Lenders a total of 6,800,000 shares of
the Company stock.
In 1993 the Company also secured a working capital loan from
the Oklahoma Industrial Finance Authority for $750,000. This
loan matured in November 1994 and has been past due ever since.
The Company does not have the funds to repay this loan at this
time.
F5.
14
<PAGE>
The Company does not now have adequate working capital to carry
on operations. It is not possible to determine whether any new
sources of working capital can be generated by the Company.
The Company will attempt to continue to manage its trade
payables and other debt. The Company's future depends entirely
on the ability of the Company to secure additional sources of
financing to pay off or settle its obligations and finance its
future operations. In order to do so, the Company must
demonstrate profitable operation of the Cyril Refinery and
maintain such profitable operations on a continual basis over
the long term. The Company has no control over the margins
between the cost of the products produced and the price it will
receive for refined products which are determined by the market
place. Without adequate demand for the solvents and products
produced by the Cyril Refinery, the Company will not be able to
conduct successful refinery operations.
These factors raise substantial doubt about the ability of the
Company to continue as a going concern. The accompanying
consolidated financial statements do not include any
adjustments that might result from the outcome of these
uncertainties.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH THE INDEPENDENT ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
The company was not able to engage an independent auditor
to issue an opinion at this time due to its lack of sufficient capital
to post a retainer.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Officers
The following persons are the executive officers of the
Company and serve at the pleasure of the Board of Directors:
Name Age Since Position with Company
David M. Whitney 47 1982 Chairman of the Board of
Directors and President of
Cayman Resources Corporation,
CPC Production Company, CEC
Exploration Corp. and Director
and Chief Executive Officer of
Cyril Petrochemical Corporation.
15
<PAGE>
Directors
The Company's Board of Directors is comprised as follows:
Officer
Name Age Since Position with Company
- ----------------- --- ------ -----------------------
David M. Whitney 47 1978 Chairman of the Board of
Directors and President
William A. Hogan 63 1977 Director
James H. Pittinger 72 1991 Director of Cayman Resources
Corporation and President of
Cyril Petrochemical Corporation
Robert M. Hoover, Jr. 64 1993 Director
DAVID M. WHITNEY
Mr. Whitney became President of the Company in 1982. Prior to
that time he had served on the Board of Directors since 1978. He is
on the Board of Directors of CPC. Mr. Whitney has been involved in
various aspects of oil and gas management since 1973. Mr. Whitney was
formerly with Whitney Supply Company, an oil field company, until
July 1979 when it was sold. Also, Mr. Whitney has held and
continues to hold the position of Vice President of Whitney Oil and Gas
Corporation and President of Geo American Resources, Inc. Mr. Whitney
holds degrees as a Bachelor of Arts in Business and Economics from
Westminster College in Fulton, Missouri, and a Juris Doctorate from the
University of Tulsa Law School. Mr. Whitney was admitted to the
Oklahoma Bar in 1976. He is a member of the Oklahoma Bar Association
and the American Bar Association and the Oklahoma Independent Petroleum
Association.
WILLIAM ANTHONY HOGAN
Mr. Hogan is chairman of the Compensation Committee and a
member of the Audit Committee of the Board of Directors of the Company.
Throughout his membership on the Board of Directors of this Company,
Mr. Hogan has been President of Hogan & Co., Inc., sugar traders and
importers.
ROBERT M. HOOVER, JR.
Mr. Hoover is a member of the Finance and the Audit and
Compensation Committees of the Board of Directors of the Company. For
the past 12 years, he has run his family's business of oil and gas
production, real estate, and other investments. Prior to this he was
active in the oil and gas industry, holding key positions in exploration
companies. He received his Bachelors degree in Business Administration
in 1954 from the University of Oklahoma.
16
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION
Compensation of Officers and Directors. The following table
sets forth the cash compensation which was paid or accrued by the
Company and its subsidiaries for the twelve (12) month period ended
December 31, 1993, to each of the officers and directors of the Company
and the total cash compensation which was paid to all officers and
directors as a group:
CASH COMPENSATION
Name of Capacity
Individual or in which
Number of Persons Remuneration Cash Other
in Group Received Compensation Remuneration
David M. Whitney President & $ -0- $ 0
Chairman of the Board
Oklahoma Energy
Corporation
Cayman Production
Company
ITEM 11. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND
MANAGEMENT (1)
Certain Beneficial Owners. The following table sets forth persons known
to the Company who own directly or beneficially more than five percent (5%)
of the voting common shares of the company, both the Common Stock and the
Common Stock equivalent of all the preferred, as one sole class of stock
being all the authorized and issued stock of the Company. The total number
of voting shares of the Company's Common Stock and the Common Stock
equivalent of Preferred Stock at August 15, 1994 is 16,429,905 shares.
(See Notes to Item 11.)
NUMBER OF VOTING
SHARES BENEFICIALLY PERCENTAGE OF TOTAL
HELD BY 5% OWNERS VOTING SHARES
Haydan Holdings, Ltd. 1,333,340 5.8%
Total beneficial ownership of
5% owners as a group 1,333,340 5.8%
Ownership of Directors and Management. The following table sets
forth the ownership of all voting shares of the Company; both the
Common Stock and the Common Stock equivalent of the Preferred Stock,
held by each of the officers and directors of the Company as of
August 15, 1994. (See Notes to Item 11)
17
<PAGE>
NUMBER OF VOTING
SHARES BENEFICIALLY
OWNED BY PERCENTAGE OF TOTAL
OFFICERS & DIRECTORS VOTING SHARES
William Anthony Hogan(2) 618,375 2.7%
Robert M. Hoover, Jr. 723,635 3.2%
James H. Pittinger 955,500 4.2%
David M. Whitney(3) 577,615 2.5%
Total beneficial ownership of
Officers & Directors 2,875,125 12.6%
NOTES TO ITEM 11 - SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
(1) The nature of ownership of the shares described in the above table
is direct unless otherwise indicated.
(2) Mr. Hogan owns controlling interest in Hogan & Company, Inc., which
owns 21,118 shares of Common Stock in the Company. In addition,
Hogan & Company, Inc. has a Profit Sharing Trust that owns 53,267
shares of Common Stock in the company. Mr. Hogan owns a
controlling interest in Connemara Corporation which owns 12,168
shares of Common Stock in the Company. Mr. Hogan received 96,000
shares of Series D Preferred Stock which is convertible into
240,000 shares of the Company's Common Stock as part of the
settlement distribution made to the CRC Reorganization Partnership.
The shares held by Hogan & Company, Inc., Hogan & Company Profit
Sharing Trust and Connemara Corporation are shown as beneficially
owned by Mr. Hogan.
(3) Mr. Whitney is President and Chairman of the Board of Directors of
the Company and owns 691,009 shares of Common Stock. Mr. Whitney
is a shareholder of Whitney Oil and Gas Corp. which owns 252,731
shares of Common Stock in the Company. The total amount of shares
of Common Stock of the Company owned by Whitney Oil and Gas Corp
are included in the amount shown as beneficially owned by Mr.
Whitney. Mr. Whitney also owns options to purchase 5,000,000
shares of Common Stock of the Company at an average price of $0.02
per share which were granted to Mr. Whitney as part of his
employment consideration.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain members of management and the Board of Directors and other
related parties do from time to time participate individually or through
other companies they have an interest in with the Company through common
venture in the exploration for and production of oil and natural gas.
In addition, certain members of management have interest in companies
that provide consulting and accounting and other services to the
Company.
18
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8K
(1) Financial Statements and Financial Statements Schedules. A list of
financial statements and financial statement schedules is contained
in "Index to Consolidated Financial Statements and Schedules" on
page F-1 hereof.
(2) Reports on Form 8-K. No reports filed on Form 8-KSB for the period
ending December 31, 1997.
(3) Exhibits.
Exhibit 27 - Financial Data Schedule.
SIGNATURE
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
OKLAHOMA ENERGY CORPORATION
formerly CAYMAN RESOURCES CORPORATION
(Registrant)
Dated: May 7, 1998 By: /s/ David M. Whitney
David M. Whitney, President,
Chief Executive Officer, and
Chairman of the Board
19
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> (44,780)
<SECURITIES> 0
<RECEIVABLES> 50,805
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6,025
<PP&E> 10,632,690
<DEPRECIATION> 1,680,178
<TOTAL-ASSETS> 8,958,537
<CURRENT-LIABILITIES> 7,559,824
<BONDS> 0
0
63,866
<COMMON> 2,379,413
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 10,003,103
<SALES> 7,496
<TOTAL-REVENUES> 22,049
<CGS> 22,800
<TOTAL-COSTS> 24,645
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (2,596)
<INTEREST-EXPENSE> 1,845
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,596)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
