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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
(Mark One) 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 DECEMBER 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number: 0-7062
NOBLE AFFILIATES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 73-0785597
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
110 West Broadway 73401
Ardmore, Oklahoma
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code:
(405) 223-4110
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of Each Exchange on
Title of Each Class Which Registered
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Common Stock, $3.33-1/3 par value New York Stock Exchange, Inc.
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 X No
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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 the 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.
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Aggregate market value of Common Stock held by nonaffiliates as of
March 14, 1994: $1,065,252,298.
Number of shares of Common Stock outstanding as of March 14, 1994:
49,943,530.
DOCUMENTS INCORPORATED BY REFERENCE
Listed below are documents parts of which are incorporated herein by
reference and the part of this report into which the document is incorporated:
(1) 1993 annual report to the shareholders - Parts I and II.
(2) Proxy statement for the 1994 annual meeting of shareholders -
Part III.
(3) Form 10-K for the year ended December 31, 1991 - Part II.
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The Index to Exhibits of Noble Affiliates, Inc.'s Annual Report on
Form 10-K for the fiscal year ended December 31, 1993 (the "1993 Form 10-K"), to
which reference is made in Item 14 of the 1993 Form 10-K for a list of the
exhibits to the 1993 Form 10-K, is hereby amended to reflect the inclusion
therein and the filing herewith of a new Exhibit 99.2 containing the financial
statements required by Form 11-K for the fiscal year ended December 31, 1993
with respect to the Noble Affiliates Thrift and Profit Sharing Plan, and such
Index to Exhibits is restated in its entirety following the signature page
hereto.
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SIGNATURES
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.
NOBLE AFFILIATES, INC.
Date: June 28, 1994 By: /s/ WILLIAM D. DICKSON
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William D. Dickson,
Vice President-Finance and Treasurer
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INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
- - ------- ------- ------------
3.1 Certificate of Incorporation, as amended, of the
Registrant as currently in effect (filed as
Exhibit 3.2 to the Registrant's annual report on
Form 10-K for the fiscal year ended December 31, 1987
and incorporated herein by reference).
3.2 Composite copy of Bylaws as currently in effect (filed
as Exhibit 3.2 to the Registrant's annual report on
Form 10-K for the year ended December 31, 1992 and
incorporated herein by reference).
4.1 Indenture dated as of June 6, 1989, between the
Registrant and First RepublicBank Dallas, National
Association, Trustee, including form of the
Registrant's 10 1/8% Notes Due June 1, 1997 (filed as
Exhibit 4.1 to the Registrant's Registration Statement
on Form S-3 (Registration No. 33-14111) and
incorporated herein by reference).
4.2 Indenture dated as of October 14, 1993 between the
Registrant and U.S. Trust Company of Texas, N.A., as
Trustee, relating to the Registrant's 7 1/4% Notes Due
2023, including form of the Registrant's 7 1/4% Note
Due 2023 (filed as Exhibit 4.1 to the Registrant's
quarterly report on Form 10-Q for the quarter ended
September 30, 1993 and incorporated herein by
reference).
4.3 Indenture dated as of October 14, 1993 entered into
between the Registrant and United States Trust Company
of New York, as Trustee, relating to the Registrant's
4 1/4% Convertible Subordinated Notes Due 2003,
including form of the Registrant's 4 1/4% Convertible
Subordinated Note Due 2003 (filed as Exhibit 4.2 to
the Registrant's quarterly report on Form 10-Q for the
quarter ended September 30, 1993 and incorporated
herein by reference).
10.1* Samedan Oil Corporation Bonus Plan revised January 1,
1992 (filed as Exhibit 10.1 to the Registrant's annual
report on Form 10-K for the year ended December 31,
1992 and incorporated herein by reference).
10.2* Noble Affiliates Thrift and Profit Sharing Plan,
amended and restated effective as of January 1, 1988
(filed as Exhibit 10.2 to the Registrant's annual
report on Form 10-K for the fiscal year ended
December 31, 1987 and incorporated herein by
reference).
10.3* Noble Affiliates Thrift and Profit Sharing Trust,
amended and restated effective as of January 1, 1988
(filed as Exhibit 10.3 to the Registrant's annual
report on Form 10-K for the fiscal year ended
December 31, 1987 and incorporated herein by
reference).
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Sequentially
Exhibit Numbered
Number Exhibit Page
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10.4* Amendment No. 1 to the Noble Affiliates Thrift and
Profit Sharing Plan, dated September 5, 1989,
effective as of September 1, 1989 (filed as
Exhibit 10.4 to the Registrant's annual report on
Form 10-K for the fiscal year ended December 31, 1989
and incorporated herein by reference).
10.5* Amendment No. 2 to the Noble Affiliates Thrift and
Profit Sharing Plan, partially effective as of
October 18, 1989, and fully effective as of January 1,
1990 (filed as Exhibit 10.5 to the Registrant's annual
report on Form 10-K for the fiscal year ended
December 31, 1989 and incorporated herein by
reference).
10.6* Amendment No. 3 to the Noble Affiliates Thrift and
Profit Sharing Plan, partially effective as of
January 1, 1988, and fully effective as of January 1,
1989 (filed as Exhibit 10.6 to the Registrant's annual
report on Form 10-K for the year ended December 31,
1992 and incorporated herein by reference).
10.7* Amendment No. 4 to the Noble Affiliates Thrift and
Profit Sharing Plan, effective as of May 1, 1991
(filed as Exhibit 10.7 to the Registrant's annual
report on Form 10-K for the year ended December 31,
1992 and incorporated herein by reference).
10.8* Amendment No. 5 to the Noble Affiliates Thrift and
Profit Sharing Plan, effective as of May 1, 1992
(filed as Exhibit 10.8 to the Registrant's annual
report on Form 10-K for the year ended December 31,
1992 and incorporated herein by reference).
10.9* Amendment No. 6 to the Noble Affiliates Thrift and
Profit Sharing Plan, effective as of July 1, 1992
(filed as Exhibit 10.9 to the Registrant's annual
report on Form 10-K for the year ended December 31,
1992 and incorporated herein by reference).
10.10* Amendment No. 7 to the Noble Affiliates Thrift and
Profit Sharing Plan, effective as of November 1, 1992
(filed as Exhibit 10.10 to the Registrant's annual
report on Form 10-K for the year ended December 31,
1992 and incorporated herein by reference).
10.11* Amendment No. 8 to the Noble Affiliates Thrift and
Profit Sharing Plan, partially effective as of
January 1, 1993, and fully effective as of
September 1, 1993.
10.12 Guaranty of the Registrant dated October 28, 1982,
guaranteeing certain obligations of Samedan.
10.13 1988 Nonqualified Stock Option Plan for Non-Employee
Directors of the Registrant (filed as Exhibit 10.3 to
the Registrant's annual
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Sequentially
Exhibit Numbered
Number Exhibit Page
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report on Form 10-K for the fiscal year ended
December 31, 1988 and incorporated herein by
reference).
10.14 Amendment No. 1 to 1988 Nonqualified Stock Option Plan
for Non-Employee Directors of the Registrant dated as
of July 28, 1992 (filed as Exhibit 10.13 to the
Registrant's annual report on Form 10-K for the year
ended December 31, 1992 and incorporated herein by
reference).
10.15* 1982 Stock Option Plan of the Registrant (filed as
Exhibit 4.1 to registration statement on Form S-8
(Registration No. 2-81590) and incorporated herein by
reference).
10.16* Amendment No. 1 to the 1982 Stock Option Plan of the
Registrant (filed as Exhibit 4.2 to registration
statement on Form S-8 (Registration No. 2-81590) and
incorporated herein by reference).
10.17* Amendment No. 2 to the 1982 Stock Option Plan of the
Registrant (filed as Exhibit 10.8 to the Registrant's
annual report on Form 10-K for the fiscal year ended
December 31, 1985 and incorporated herein by
reference).
10.18* 1978 Non-Qualified Stock Option Plan of the Registrant
(filed as Exhibit 1.1 to registration statement on
Form S-8 (Registration No. 2-64600) and incorporated
herein by reference).
10.19* 1978 Non-Qualified Stock Option Plan of the
Registrant, as amended July 27, 1978 (filed as
Exhibit 1.2 to registration statement on Form S-8
(Registration No. 2-64600) and incorporated herein by
reference).
10.20* Amendment No. 2 to 1978 Non-Qualified Stock Option
Plan of the Registrant.
10.21* Amendment No. 3 to 1978 Non-Qualified Stock Option
Plan of the Registrant (filed as Exhibit 10.12 to the
Registrant's annual report on Form 10-K for the year
ended December 31, 1985 and incorporated herein by
reference).
10.22 Credit Agreement dated as of March 2, 1988, among the
Registrant, Bankers Trust Company, as Agent, and
the banking institutions listed in Annex I thereto
(filed as Exhibit 10.25 to the Registrant's annual
report on Form 10-K for the year ended December 31,
1987 and incorporated herein by reference).
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Sequentially
Exhibit Numbered
Number Exhibit Page
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10.23 First Amendment to Credit Agreement dated as of
December 22, 1989, among the Registrant, Bankers Trust
Company, as Agent, and the banking institutions party
to the Credit Agreement (filed as Exhibit 10.16 to the
Registrant's annual report on Form 10-K for the year
ended December 31, 1991 and incorporated herein by
reference).
10.24 Second Amendment to Credit Agreement dated as of
October 31, 1991, among the Registrant, Bankers Trust
Company, as Agent, and the banking institutions party
to the Credit Agreement (filed as Exhibit 10.17 to the
Registrant's annual report on Form 10-K for the year
ended December 31, 1991 and incorporated herein by
reference).
10.25 Third Amendment to Credit Agreement, among the
Registrant, Bankers Trust Company, as Agent, and the
banking institutions party to the Credit Agreement
dated as of October 30, 1992 (filed as Exhibit 10.24
to the Registrant's annual report on Form 10-K for the
year ended December 31, 1992 and incorporated herein
by reference).
10.26 Fourth Amendment to Credit Agreement dated as of
September 30, 1993 among the Registrant, Bankers Trust
Company, as Agent, and the financial institutions
listed on the signature pages thereto (filed as
Exhibit 2.6 to the Registrant's Registration Statement
on Form S-3 (No. 33-69248) and incorporated herein by
reference).
10.27 Agreement dated March 31, 1989, by and between Apache
Corporation and the Registrant (filed as Exhibit 2(a)
to the Registrant's current report on Form 8-K (Date
of Report: May 16, 1989) and incorporated herein by
reference).
10.28 Consent regarding agreement dated April 30, 1989, by
and between Apache Corporation and the Registrant
(filed as Exhibit 2(b) to the Registrant's current
report on Form 8-K (Date of Report: May 16, 1989) and
incorporated herein by reference).
10.29* Noble Affiliates, Inc. 1992 Stock Option and
Restricted Stock Plan, as amended and restated, dated
November 2, 1992 (filed as Exhibit 4.1 to registration
statement on Form S-8 (Registration No. 33-54084) and
incorporated herein by reference).
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Sequentially
Exhibit Numbered
Number Exhibit Page
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10.30 Purchase and Sale Agreement dated as of June 24, 1993
by and between Freeport-McMoRan Oil & Gas Company
Division of Freeport-McMoRan Inc., individually and as
Managing General Partner of FM Properties Operating
Co., and Samedan Oil Corporation (filed as Exhibit 2
to the Registrant's Current Report on Form 8-K dated
July 29, 1993 and incorporated herein by reference).
10.31 Purchase and Sale Agreement dated as of September 16,
1993 by and between FM Properties Operating Co. and
Samedan Oil Corporation (filed as Exhibit 2.2 to the
Registrant's Registration Statement on Form S-3
(No. 33-69248) and incorporated herein by reference).
10.32 Purchase and Sale Agreement (Installment Sale) dated
as of September 16, 1993 by and between FM Properties
Operating Co. and Samedan Oil Corporation (filed as
Exhibit 2.3 to the Registrant's Registration Statement
on Form S-3 (No. 33-69248) and incorporated herein by
reference).
10.33 Promissory Note dated October 1, 1993 of Samedan Oil
Corporation in the principal amount of $95.6 million
payable to FM Properties Operating Co. in connection
with the agreement filed as Exhibit 10.32 hereto
(filed as Exhibit 2.4 to the Registrant's quarterly
report on Form 10-Q for the quarter ended
September 30, 1993 and incorporated herein by
reference).
10.34 Letter agreement dated September 16, 1993 between FM
Properties Operating Co. and Samedan Oil Corporation
relating to the agreements filed as Exhibits 10.31 and
10.32 hereto (filed as Exhibit 2.5 to the Registrant's
Registration Statement on Form S-3 (No. 33-69248) and
incorporated herein by reference).
13 The following information appearing on the following
pages of the Registrant's 1993 annual report to
Shareholders: (i) management's discussion and analysis
of financial condition and results of operations,
pages 15 through 20; (ii) selected financial data,
page 21; (iii) the consolidated financial statements,
together with the report thereon of Arthur Andersen &
Co. dated January 24, 1994, pages 22 through 31, and
the unaudited information, pages 32 through 35; and
(iv) the table captioned "Dividends and Stock Prices
by Quarters," inside back cover.
21 Subsidiaries.
23 Consent of Arthur Andersen & Co.
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Sequentially
Exhibit Numbered
Number Exhibit Page
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99.1 Pages F-1 through F-12 of the Registrant's annual
report on Form 10-K for the year ended December 31,
1991, which pages are incorporated herein by reference
to such Form 10-K.
99.2 Financial statements required by Form 11-K for the
fiscal year ended December 31, 1993 with respect to
the Noble Affiliates Thrift and Profit Sharing Plan
(including the accountants' consent to incorporation
thereof by reference).
______________________________
* Management contract or compensatory plan or arrangement required to be
filed as an exhibit hereto.
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EXHIBIT 99.2
The Financial Statements required by Form 11-K for the fiscal year ended
December 31, 1993 with respect to the Noble Affiliates Thrift and Profit Sharing
Plan are filed in paper format under cover of Form SE in accordance with
Instruction E to Form 11-K.
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report included in this Form 10-K/A, into the Plan's
previously filed Registration Statement on Form S-8 (File No. 2-66654).
ARTHUR ANDERSEN & CO.
Oklahoma City, Oklahoma
June 27, 1994
