Commission File Number 1-5507
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
Magellan Petroleum Corporation
(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 June 30, 1995 as set forth in the pages attached hereto:
(List all such items, financial statements, exhibits or other portions
amended)
Page 2 is deleted in its entirety and the attached page 2 is
substituted in lieu thereof.
Page 70 is deleted in its entirety and the 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 70.1 through 70.9 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.
MAGELLAN PETROLEUM CORPORATION
(Registrant)
By /s/ James R. Joyce
____________________
James R. Joyce
President
Date: October 25, 1995
<PAGE>
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
From 10-K or any amendment to this Form 10-K |X|
The aggregate market value of the voting stock held by non-affiliates of the
registrant was $47,238,000 at September 11,1995 (based on the last sale price of
such stock as quoted on the Pacific Stock Exchange).
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
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 1(cent)per share, 24,548,745 shares outstanding as
of September 12, 1994.
DOCUMENTS INCORPORATED BY REFERENCE
None
<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>
Length of Other Offices
Date Present Term Service as Held with
Name Age of Office Expires a Director Company
<S> <C> <C> <C> <C>
Dennis D. Benbow 56 Annual Meeting 1995 Since 1985 None
G. Gordon Gibson 78 Annual Meeting 1996 Since 1982 None
Benjamin W. Heath 81 Annual Meeting 1995 Since 1957 None
James R. Joyce 54 Annual Meeting 1996 Since 1993 President
Walter McCann 58 Annual Meeting 1997 Since 1983 None
C. Dean Reasoner 78 Annual Meeting 1997 Since 1968 None
</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>
James R. Joyce 54 President and Chief Financial President since July 1, 1993 Director
Officer and CFO since 1990
Dennis D. Benbow 56 General Manager - MPAL Since July 7, 1993 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 Magellan Petroleum Corporation are elected annually by
the Board of Directors and serve at the pleasure of the Board of Directors.
(c) Identification of Significant Employees.
None.
70.1
<PAGE>
(d) Family Relationships.
No family relationships exist among any of the directors and
officers named above.
(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. Dennis D. Benbow was appointed General Manager of
MPAL on July 7, 1993. He had been MPAL's Operations Manager since 1980. He
has also been a director of MPAL since 1983. Mr. G. Gordon Gibson has been an
independent exploration consultant since 1980 and President of his consulting
service company, Tri Gamma Corporation. Mr. Gibson was also President of the
International Division of the General Exploration Company from 1974-1980.
Mr. Benjamin W. Heath retired as President of the
Company on June 30, 1993. Mr. Heath is President and a director of Coastal
Caribbean Oils & Minerals, Ltd. ("Coastal Caribbean"), a director of Canada
Southern, and Chairman of the Board of MPAL.
Mr. James R. Joyce was elected President of the Company
effective July 1, 1993 and has been Chief Financial Officer of the Company
since January 1990. 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. Walter McCann has been the President of Richmond
College, The American International University, London, England, since
January 1993. He had been President of Athens College in Athens, Greece from
1985 - 1992. Mr. McCann was the Dean of Barney School of Business and Public
Administration, University of Hartford, from 1979-1985. He is a member of the
Bars of Massachusetts and the District of Columbia.
70.2
<PAGE>
Mr. C. Dean Reasoner has been a member of the law firm
of Reasoner, Davis & Fox, Washington, D.C., for more than five years.
Reasoner, Davis & Fox has been retained by the Company for many years and is
being retained during the current year. Mr. Reasoner is a director of Coastal
Caribbean, MPAL and Canada Southern. (2) Directorships.
(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. James R. Joyce, who served as President and
Chief Executive Officer of the Company during fiscal 1995, and each of the most
highly compensated executive officers of the Company who earned in excess of
$100,000 during such year (collectively, the "Named Executive Officers").
(a)(b) Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
(b) (c) (g) (i)
All other
Salary Options/SARs Compensation
Name and Principal Position Year ($) (#) ($)
<S> <C> <C> <C> <C>
James R. Joyce (1) 1995 - - -
President, Chief Financial Officer and 1994 - 100,000 -
Secretary, and a director of the Company 1993 - - -
Dennis D. Benbow 1995 167,332 - 8,895
Director 1994 113,770 50,000 19,631
General Manager - MPAL
</TABLE>
(1) Fees paid to G&O'D INC for Mr. Joyce's services and related overhead in
fiscal years 1995, 1994 and 1993 were $139,100, $172,203 and $219,455,
respectively. It is expected that G&O'D INC will continue to receive fees for
providing accounting and administrative services, office facilities and support
staff to the Company by G&O'D INC., and that Mr. Joyce will receive no
additional compensation or other direct benefits from the Company for serving as
President and Chief Financial Officer and a director of the Company.
(c) Options/SAR Grants
None.
70.3
<PAGE>
(d) Aggregated Option/SAR Exercises and Fiscal Year Option/SAR Value Table
The following table provides information about stock options exercised
during fiscal 1995 and unexercised stock options held by the Named Executive
Officers at the end of fiscal year 1995.
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Securities Number of Unexercised Value of Unexercised
Underlying Options/SARs at 1995 In-The-Money Options/SARs
Options/SARs Value Year-end (#) at 1995 Year-end ($)
Name Exercised (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
James R. Joyce - - 135,000 - 141,000 -
Dennis D. Benbow - - 93,750 - 95,000 -
</TABLE>
(e) Long-Term Incentive Plan ("LTIP") Awards Table
Not applicable.
(f) Defined Benefit or Actuarial Plan Disclosure
Under the terms of MPAL's funded pension plan, Mr. Benbow will receive
a lump sum payment from an insurance carrier upon his retirement which will be a
multiple of 4.6 times the average of his basic salary for his highest average
salary over three consecutive years. Based on Mr. Benbow's annual average salary
for the three years ended June 30, 1995, such lump sum payment would have been
$424,000 if he were eligible to retire or in the event of his death or
disability at that date.
Mr. Joyce is not covered by any pension plan funded by the Company.
(g) Compensation of Directors
Messrs. Walter McCann, G. Gordon Gibson and Benjamin W. Heath are each
paid directors' fees of $25,000 per annum. During fiscal 1995, Messrs.
McCann and Gibson received part of their compensation in common stock of the
Company.
Under the Company's medical reimbursement plan for outside directors,
the Company reimburses directors the cost of their medical premiums, up to $500
per month. During fiscal 1994, the cost of this plan was $6,000.
70.4
<PAGE>
Mr. Benjamin W. Heath retired as President and Chief Executive Officer of
the Company effective June 30, 1993. The Company and Mr. Heath entered into a
Consultancy Agreement, as of April 23, 1993, pursuant to which Mr. Heath
provided various consulting services to the Company for the two year period
ended June 30, 1995. The Company paid Mr. Heath $35,000 per year for such
services, plus reimbursement of $500 per month for office and secretarial
expenses. Effective July 1, 1995, Mr. Heath receives a reimbursement of $500 per
month for office and secretarial expenses from the Company. Mr. Heath also
receives a similar reimbursement of $833 per month from MPAL, in his capacity as
Chairman.
(h) Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
Mr. Dennis D. Benbow is being paid an annual salary of approximately
U.S. $159,000 under an employment contract with MPAL. The agreement is effective
for a term of three years beginning January 1, 1995. Mr. Benbow's salary is
subject to an annual adjustment for changes in the Australian Consumer Price
Index. In the event that Mr. Benbow is terminated by MPAL prior to December 31,
1997, without cause, he will be entitled to the balance of his unpaid salary for
the remaining period of the employment agreement. MPAL has a termination policy
applicable to all MPAL employees which provides for three weeks of pay for each
year of service up to a maximum 52 weeks of salary. This policy would also apply
to Mr. Benbow, if such termination payment were greater than the amount due
under his employment agreement.
(i) Report on Repricing of Options/SARs
Not applicable.
(j) Compensation Committee Interlocks and Insider Participation
The Company does not maintain a separate compensation committee of the
Board, but rather, decides compensation matters at the full Board. The only
officers or employees of the Company or any of its subsidiaries, or former
officers or employees of the Company of any of its subsidiaries, who
participated in the deliberations of the Board concerning executive officer
compensation during the fiscal year ended June 30, 1995 were Messrs. Benjamin W.
Heath, Roy M. Hopkins and James R. Joyce. At the time of such deliberations,
Messrs. Heath and Joyce were directors of the Company and MPAL. Mr. Hopkins, a
former officer of the Company and MPAL, was a director of MPAL. None of the
above individuals participated in any discussions or deliberations regarding
their compensation.
(k) Board Compensation Committee Report on Executive Compensation.
Not applicable.
(l) Performance Graph
Not applicable.
70.5
<PAGE>
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 Common Stock owned beneficially on September 11, 1995
by each 5% stockholder of the Company:
<TABLE>
<CAPTION>
Name and
address of Amount and Nature of
beneficial owners Beneficial Ownership Percent of Class
<S> <C> <C>
Boral Limited 3,305,869 13.6%
6-10 O'Connell Street
Sydney, Australia 2000
</TABLE>
(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 on September 11, 1995
by each director of the Company and by all officers and directors of the Company
as a group:
<TABLE>
<CAPTION>
Name of
Individual Amount and Nature of
or Group Beneficial Ownership Percent of Class
Shares Options
<S> <C> <C> <C>
Dennis D. Benbow - 93,750 *
G. Gordon Gibson 12,802 87,500 *
Benjamin W. Heath 33,500 93,750 *
James R. Joyce 45,000 135,000 *
Walter McCann 14,368 87,500 *
C. Dean Reasoner 61,949 - *
Directors and Officers
as a Group (a total of 7) 167,619 497,500 2.7%
- ---------------
(*) The percent of class owned is less than 1%.
</TABLE>
The following table sets forth information as to the number of shares
of the Common Stock, par value A.$.50 per share, of the Company's subsidiary,
MPAL, owned beneficially as of September 11, 1995 by any director of the Company
and by all officers and directors of the Company as a group:
<TABLE>
<CAPTION>
Name of
Individual Amount and Nature of
or Group Beneficial Ownership Percent of Class
Shares
<S> <C> <C>
Dennis D. Benbow 1,756 *
Benjamin W. Heath 6,674 *
James R. Joyce - *
C. Dean Reasoner 11,419 *
Directors and Officers
as a Group (a total of 4) 19,849 *
- ---------------
(*) The percent of class owned is less than 1%.
</TABLE>
70.6
<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
Fees paid or accrued for services rendered to the Company by
Reasoner, Davis & Fox, of which law firm Mr. C. Dean Reasoner, a director of the
Company, is a partner, during the year ended June 30, 1995 amounted to $120,000.
G&O'D INC
During the year ended June 30, 1995, $256,196 was paid or
accrued for providing accounting and administrative services and office
facilities and support staff to the Company by G&O'D INC, a firm that was owned
by Mr. James R. Joyce, President and Chief Financial Officer. 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 MPC'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 stockholders' meetings, arranging all
meetings of directors and stockholders, 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.
Royalty Interests
The following directors have overriding royalty interests on
certain oil and gas properties in which the Company also has interests. These
royalties were received directly or indirectly from the Company:
70.7
<PAGE>
Benjamin W. Heath
Property Royalty
Amadeus Basin, Australia:
Dingo .1285469% (*) and .0770625%
Palm Valley .1480469% (*) and .1758125%
Mereenie .1187969% (*) and .0276875%
Kotaneelee gas field, Canada .128% (*)
- ---------------
(*) Held by a marital trust in which Mr. Heath has a 54.4% income interest.
C. Dean Reasoner
Property Royalty
Amadeus Basin, Australia:
Dingo .093374%
Palm Valley .12524%
Mereenie .03125%
Kotaneelee gas field, Canada .03125%
Mr. Heath and Mr. Reasoner received gross royalty payments of $45,220 and
$21,403, respectively with respect to their royalty interests during the year
ended June 30, 1995. These amounts represent payments by all of the owners of
the fields, not just the Company's share. Messrs. Heath and Reasoner received
these royalty interests between 1957 and 1968, prior to any oil and gas
discoveries.
(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 1995.
(d) Transactions with Promoters.
Not applicable.
70.8
<PAGE>
