<PAGE> 1
================================================================================
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, 1997
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:
(580) 223-4110
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of Each Exchange on
Title of Each Class Which Registered
------------------- ------------------------
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
------- --------
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.
-------
Aggregate market value of Common Stock held by nonaffiliates as of
February 17, 1998: $1,918,000,000.
Number of shares of Common Stock outstanding as of February 17, 1998:
56,958,238.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive proxy statement for the 1998
Annual Meeting of Stockholders to be held on April 28, 1998, which will be filed
with the Securities and Exchange Commission within 120 days after December 31,
1997, are incorporated by reference into Part III.
================================================================================
<PAGE> 2
The Index to Exhibits of Noble Affiliates, Inc.'s Annual Report on Form
10-K for the fiscal year ended December 31, 1997 (the "1997 Form 10-K"), to
which reference is made in Item 14 of the 1997 Form 10-K for a list of the
exhibits to the 1997 Form 10-K, is hereby amended to reflect the inclusion
therein and the filing herewith of a new Exhibit 99.1 containing the financial
statements required by Form 11-K for the fiscal year ended December 31, 1997
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.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment
No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.
NOBLE AFFILIATES, INC.
Date: June 29, 1998 By: /s/ WM. D. DICKSON
-------------------------------------------
Wm. D. Dickson,
Senior Vice President-Finance and Treasurer
S-1
<PAGE> 4
Exhibit
Number+ Exhibit**
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 year ended December 31, 1987 and
incorporated herein by reference).
3.2 -- Certificate of Designations of Series A Junior Participating
Preferred Stock of the Registrant dated August 27, 1997 (filed Exhibit
A of Exhibit 4.1 to the Registrant's Registration Statement on Form
8-A filed on August 28, 1997 and incorporated herein by reference).
3.3 -- Amendments of Articles III and VI of the Bylaws of the Registrant
adopted February 3, 1998.
3.4 -- Composite copy of Bylaws of the Registrant as currently in effect.
4.1 -- 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).
4.2 -- Indenture relating to Senior Debt Securities dated as of April 1, 1997
between the Registrant and U.S. Trust Company of Texas, N.A., as
Trustee (filed as Exhibit 4.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997 and incorporated
herein by reference).
4.3 -- First Indenture Supplement relating to $250 million of the
Registrant's 8% Senior Notes Due 2027 dated as of April 1, 1997
between the Registrant and U.S. Trust Company of Texas, N.A., as
Trustee (filed as Exhibit 4.2 to the Registrant's Quarter Report on
Form 10-Q for the quarter ended March 31, 1997 and incorporated herein
by reference).
4.4 -- Second Indenture Supplement, between the Company and U.S. Trust
Company of Texas, N.A. as trustee, relating to $100 million of the
Registrant's 7 1/4% Senior Debentures Due 2097 dated as of August 1,
1997 (filed as Exhibit 4.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1994 and incorporated herein
by reference).
10.1* -- Samedan Oil Corporation Bonus Plan, as amended and restated on
September 24, 1996 (filed as Exhibit 10.1 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996 and
incorporated herein by reference).
10.2* -- Restoration of Retirement Income Plan for certain participants in the
Noble Affiliates Retirement Plan dated September 21, 1994, effective
as of May 19, 1994 (filed as Exhibit 10.5 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1994 and
incorporated herein by reference).
10.3* -- Noble Affiliates Thrift Restoration Plan dated May 9, 1994 (filed as
Exhibit 10.6 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 and incorporated herein by
reference).
10.4* -- Noble Affiliates Restoration Trust dated September 21, 1994, effective
as of October 1, 1994 (filed as Exhibit 10.7 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1994
and incorporated herein by reference).
10.5* -- Noble Affiliates, Inc. 1992 Stock Option and Restricted Stock Plan, as
amended and restated, dated November 2, 1992 (filed as Exhibit 4.1 to
the Registrant's Registration Statement on Form S-8 (Registration No.
33-54084) and incorporated herein by reference).
10.6* -- 1982 Stock Option Plan of the Registrant (filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form S-8 (Registration No.
2-81590) and incorporated herein by reference).
E-1
<PAGE> 5
Exhibit
Number+ Exhibit**
10.7* -- Amendment No. 1 to the 1982 Stock Option Plan of the Registrant
(filed as Exhibit 4.2 to the Registrant's Registration Statement
on Form S-8 (Registration No. 2-81590) and incorporated herein by
reference).
10.8* -- Amendment No. 2 to the 1982 Stock Option Plan of the Registrant
(filed as Exhibit 10.11 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1995 and incorporated herein
by reference).
10.9* -- 1978 Non-Qualified Stock Option Plan of the Registrant (filed as
Exhibit 1.1 to the Registrant's Registration Statement on Form
S-8 (Registration No. 2-64600) and incorporated herein by
reference).
10.10* -- 1978 Non-Qualified Stock Option Plan of the Registrant, as
amended July 27, 1978 (filed as Exhibit 1.2 to the Registrant's
Registration Statement on Form S-8 (Registration No. 2-64600) and
incorporated herein by reference).
10.11* -- Amendment No. 2 to 1978 Non-Qualified Stock Option Plan of the
Registrant (filed as Exhibit 10.20 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1993 and
incorporated herein by reference).
10.12* -- Amendment No. 3 to 1978 Non-Qualified Stock Option Plan of the
Registrant (filed as Exhibit 10.15 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995 and
incorporated herein by reference).
10.13* -- 1988 Nonqualified Stock Option Plan for Non-Employee Directors of
the Registrant, as amended and restated, effective as of January
30, 1996 (filed as Exhibit 10.13 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1996 and
incorporated herein by reference).
10.14* -- Form of Indemnity Agreement entered into between the Registrant
and each of the Registrant's directors and bylaw officers (filed
as Exhibit 10.18 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995 and incorporated herein by
reference).
10.15 -- Guaranty of the Registrant dated October 28, 1982, guaranteeing
certain obligations of Samedan (filed as Exhibit 10.12 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993 and incorporated herein by reference).
10.16 -- Stock Purchase Agreement dated as of July 1, 1996, between
Samedan Oil Corporation and Enterprise Diversified Holdings
Incorporated (filed as Exhibit 2.1 to the Registrant's Current
Report on Form 8-K (Date of Event: July 31, 1996) dated August
13, 1996 and incorporated herein by reference).
10.17 -- Credit Agreement dated as of July 31, 1996 among the Registrant,
as borrower, certain commercial lending institutions which are or
may become a party thereto, as lenders (filed as Exhibit 10.1 to
the Registrant's Current Report on Form 8-K (Date of Event: July
31, 1996), filed on August 13, 1996 and incorporated herein by
reference).
10.18 -- First Amendment to Credit Agreement dated as of October 15, 1996
among the Registrant, as borrower, certain commercial lending
institutions which are or may become parties thereto, as lenders,
and Union Bank of Switzerland, Houston Agency, as agents for the
lender (filed as Exhibit 4.2 to the Registrant's Registration
Statement on Form S-3 (No. 333-14275) and incorporated herein by
reference).
10.19* -- Noble Affiliates, Inc. 1992 Stock Option and Restricted Stock
Plan, as amended and restated on December 10, 1996, subject to
the approval of stockholders (filed as Exhibit 10.21 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996 and incorporated herein by reference).
E-2
<PAGE> 6
Exhibit
Number + Exhibit**
10.20 -- Amended and Restated Credit Agreement dated as of December 24,
1997 among the Registrant, as borrower, and Union Bank of
Switzerland, Houston agency, as the agent for the lender, and
NationsBank of Texas, N.A. and Texas Commerce Bank National
Association, as managing agents, and Bank of Montreal, CIBC Inc.,
The First National Bank of Chicago, Royal Bank of Canada, and
Societe Generale, Southwest agency, as co-agents, and certain
commercial lending institutions, as lenders.
21 -- Subsidiaries.
23*** -- Consent of Arthur Andersen LLP.
27 -- Financial Data Schedule.
99.1*** -- Financial statements required by Form 11-K for the fiscal year
ended December 31, 1997 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.
** Copies of exhibits will be furnished upon prepayment of 25 cents
per page. Requests should be addressed to the Senior Vice
President - Finance and Treasurer, Noble Affiliates, Inc., Post
Office Box 1967, Ardmore, Oklahoma 73402.
*** Filed herewith.
+ Filed previously unless indicated otherwise.
E-3
<PAGE> 1
EXHIBIT 23
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 Company's
previously filed Registration Statements on Form S-3 (File No. 333-18929) and
on Form S-8 (File Nos. 333-39299, 2-64600, 2-81590, 33-32692, 2-66654 and
33-54084).
/s/ Arthur Andersen
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma
June 24, 1998
<PAGE> 1
EXHIBIT 99.1
NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1997 AND 1996
Financial Statements:
Report of Independent Public Accountants
Statements of Net Assets Available for Benefits at December 31, 1997
and 1996
Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 1997
Notes to Financial Statements
Supplemental Schedules:
I. Line 27a - Schedule of Assets Held for Investment Purposes at December
31, 1997
II. Allocation of Plan Assets and Liabilities to Investment Funds at
December 31, 1997 and 1996
III. Allocation of Plan Income and Changes in Net Assets Available for
Benefits to Investment Funds for the Year Ended December 31, 1997
IV. Line 27d - Schedule of Reportable Transactions for the Year Ended
December 31, 1997
All other schedules required by the Employee Retirement Income Security Act of
1974 and the regulations promulgated by the Department of Labor have been
omitted, since they are not applicable.
<PAGE> 2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Employee Benefits Committee and Participants of
Noble Affiliates Thrift and Profit Sharing Plan:
We have audited the accompanying statements of net assets available for benefits
of Noble Affiliates Thrift and Profit Sharing Plan as of December 31, 1997 and
1996, and the related statement of changes in net assets available for benefits
for the year ended December 31, 1997. These financial statements and the
schedules referred to below are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 benefits of the Noble
Affiliates Thrift and Profit Sharing Plan as of December 31, 1997 and 1996, and
the changes in its net assets available for benefits for the year ended December
31, 1997, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Supplemental Schedules I through IV are
presented for purposes of additional analysis and are not a required part of the
basic financial statements but are 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 schedules
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
Oklahoma City, Oklahoma,
May 1, 1998
<PAGE> 3
NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
ASSETS:
Investments, at fair value-
Money market funds - short-term $ 2,973,179 $ 4,880,582
Common stocks:
Noble Affiliates, Inc. 9,769,502 5,897,961
Other common stocks -- 7,137,555
Mutual funds 19,740,815 7,460,433
U.S. Government securities 162,141 1,541,345
Corporate bonds 2,106,878 1,777,961
Loans to participants 1,838,488 1,850,786
----------- -----------
Total investments 36,591,003 30,546,623
----------- -----------
Receivables-
Participants' contributions 262,702 355,995
Employer contributions 114,929 104,038
Interest and dividends 127,779 179,669
----------- -----------
Total receivables 505,410 639,702
----------- -----------
Total assets 37,096,413 31,186,325
----------- -----------
LIABILITIES:
Due to broker for securities purchased 804,128 491,725
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $36,292,285 $30,694,600
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 4
NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<S> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income-
Net appreciation in fair value of investments $ 240,719
Interest 533,250
Dividends:
Noble Affiliates, Inc. common stock 34,987
Other common stocks 107,130
Mutual funds 1,316,825
------------
2,232,911
Less- Investment expenses (41,337)
------------
Net investment income 2,191,574
------------
Contributions-
Employer 1,393,766
Participants 3,205,370
------------
Total contributions 4,599,136
------------
Total additions 6,790,710
------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 1,126,489
Administrative expenses 66,536
------------
Total deductions 1,193,025
------------
NET INCREASE 5,597,685
NET ASSETS AVAILABLE FOR BENEFITS, beginning of year 30,694,600
------------
NET ASSETS AVAILABLE FOR BENEFITS, end of year $ 36,292,285
============
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE> 5
NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
1. DESCRIPTION OF THE PLAN:
The Noble Affiliates Thrift and Profit Sharing Plan (the "Plan"), as amended, is
a defined contribution plan covering certain employees who have completed
specified terms of service with Noble Affiliates, Inc., and its wholly owned
subsidiary Samedan Oil Corporation and other wholly owned subsidiaries
(collectively referred to as the "Company"). The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"), as
amended. The following description of the Plan provides only general
information. Participants should refer to the Plan agreement for a complete
description of the Plan's provisions.
Employees are eligible to participate in the Plan on the first day of any
calendar month following employment. Participants may contribute up to 10% (15%
effective January 1, 1998) of their basic compensation. Subject to certain
limitations, employer contributions may be in amounts up to 100% of the
participant's contribution depending on the participant's years of service, not
to exceed 6% of the participant's basic compensation. However, discretionary
contributions may be made to the Plan at the discretion of the president of the
Company.
It is the policy of the Company to fund the cost of the Plan on a current basis.
The Plan is to continue indefinitely; however, the right to terminate
participation in the Plan is reserved unto each participating company. Upon
notice of termination or permanent suspension of contributions with respect to
all or any one of the participating companies, the accounts of all participants
affected thereby shall become fully vested, and the balances in their accounts
shall be distributed in accordance with the provisions of the Plan, as
determined by the Noble Affiliates, Inc. Employee Benefits Committee (the
"Committee").
The Plan is exempt from Federal income taxes under Sections 401 and 501(a) of
the Internal Revenue Code and the Plan, as amended, has received a favorable
determination letter from the IRS dated June 12, 1995. Effective November 1,
1996, the Plan was amended to allow former Energy Development Corporation
("EDC") employees retained by the Company to include prior service with EDC as
consideration as part of the service requirement with the Company. The Plan was
also amended effective September 1, 1996, to change the length of service
requirement from 15 years to 10 years of service for dollar for dollar matching
contributions. Management of Noble Affiliates, Inc. is of the opinion that the
Plan meets IRS requirements, and, therefore, continues to be tax-exempt.
The Plan incorporates the following provisions: (1) the employer may contribute
70% of a participant's contributions up to 6% of the participant's compensation
through the first 10 years of service and 100% of a participant's contributions
up to 6% of the participant's compensation thereafter (effective January 1,
1998, the employer matching percentage is 100% of a participant's contribution
up to 6% of the participant's compensation, regardless of their length of
service), (2) participants fully vest after five years of service, (3)
participants may borrow
<PAGE> 6
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from the Plan, as discussed below, (4) overtime is included in the participant's
basic compensation, and (5) the Plan provides a definition of early retirement.
Participating employees have an option as to the manner in which their
contributions may be invested. Effective January 1, 1998, participants can
change their contribution elections up to four times per year. Separate funds
are maintained and participants may direct their investments as follows:
<TABLE>
<CAPTION>
Contributions
May be
Fund Investments Invested
- ---- ----------- ----------------
<S> <C> <C>
Fund A U.S. Government securities, highly rated corporate bonds and
preferred stocks, commercial paper and cash deposits Increments of 10%
Fund B Readily marketable common stocks or other readily marketable
securities Increments of 10%
Fund C Mutual funds investing in growth and income stock and bonds
Increments of 10%
Fund I Short-term U.S. Government securities, certificates of deposit, or
high grade commercial paper or funds investing solely in such items
Increments of 10%
Fund M, V Mutual funds investing in high yield common stocks and preferred
stocks and bonds Increments of 10%
Fund N Noble Affiliates, Inc. common stock Increments of 10%
</TABLE>
A participant may borrow from the Plan up to the lesser of $50,000 or one-half
of the participant's vested interest. Participant loans are accounted for in
investment Fund L. Interest is charged at the current prime rate and loans are
required to be repaid within five years through payroll deductions. Repayments
of principal and interest are credited to the borrowing participant's account.
Employer contributions are invested as designated by the participants in the
individual funds.
The Plan is administered by the Committee. Investment decisions of each fund are
recommended by a professional investment advisory firm appointed by the
Committee.
<PAGE> 7
-3-
2. SIGNIFICANT ACCOUNTING POLICIES:
The accompanying financial statements are prepared on the accrual basis of
accounting in conformity with generally accepted accounting principles.
Investments
Investments traded on national securities exchanges are valued at closing prices
on the last business day of the year.
Under the terms of the Plan, the Trustee, Exchange National Bank and Trust
Company of Ardmore, on behalf of the trust fund, is allowed to acquire, hold and
dispose of the common stock of Noble Affiliates, Inc.
At December 31, 1997 and 1996, the Plan held the following investments which
separately represented more than 5% of the Plan's net assets:
<TABLE>
<CAPTION>
Investment Shares Fair Value
- ---------- ------ ----------
<S> <C> <C>
1996
Fidelity Puritan Mutual Fund 386,441 $ 6,662,243
Noble Affiliates, Inc. common stock 123,195 5,897,961
1997
Brinson U.S. Equity 172,065 3,024,903
Luther King Capital Management Equity 219,074 2,887,395
Vanguard Windsor II 105,949 3,032,260
Fidelity Puritan Mutual Fund 350,617 6,794,957
Noble Affiliates, Inc. common stock 277,149 9,769,502
Vanguard Index 500 26,682 2,403,248
</TABLE>
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Expenses of the Plan
Some expenses incurred in the administration of the Plan, including expenses and
fees of the Trustee, are charged to and paid by the Plan.
<PAGE> 8
-4-
Forfeitures
Under the provisions of the Plan, as of the end of the Plan year, all amounts
forfeited as of the end of that year may be applied to reduce subsequently
required employer contributions. Forfeitures amounted to $28,785 and $7,045 in
1997 and 1996, respectively, and reduced the otherwise required participating
employer contributions.
3. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE:
During 1997, the Plan's investments (including investments bought, sold and held
during the year) appreciated in value by $240,719 as follows:
<TABLE>
<CAPTION>
Net
Appreciation
Realized Unrealized (Depreciation)
----------- ----------- --------------
<S> <C> <C> <C>
Fair value as determined by quoted market
price-
U.S. Government securities $ (5,039) $ 7,150 $ 2,111
Corporate bonds (2,614) 35,750 33,136
Noble Affiliates, Inc. common stock 28,289 (1,940,251) (1,911,962)
Other common stocks 1,369,856 (62,934) 1,306,922
Mutual funds 474,571 335,941 810,512
----------- ----------- -----------
$ 1,865,063 $(1,624,344) $ 240,719
=========== =========== ===========
</TABLE>
Realized gains are calculated using fair values at December 31, 1996, or cost,
if acquired during 1997.
4. PAYABLES TO PLAN PARTICIPANTS:
Amounts due to participants whose employment has been terminated prior to
year-end included in net assets available for benefits in the accompanying
statements of net assets available for benefits were $222,886 and $6,490 at
December 31, 1997 and 1996, respectively.
<PAGE> 9
Schedule I
Page 1 of 2
NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Interest Maturity Principal Fair
Rate % Date Amount Cost Value
----------- --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Money Market Funds - Short-term:
Fund A
*Money Market Fund - Short-term (a) Open Open $ 112,923 $ 112,923 $ 112,923
Fund B
*Money Market Fund - Short-term (a) Open Open 14,494 14,494 14,494
Fund C
*Money Market Fund - Short-term (a) Open Open 1,575 1,575 1,575
Fund I
VanGuard Prime Portfolio Fund -
Short-term Open Open 2,698,144 2,698,144 2,698,144
Fund M
*Money Market Fund - Short-term (a) Open Open 16,752 16,752 16,752
Fund N
*Money Market Fund - Short-term (a) Open Open 122,767 122,767 122,767
Fund V
*Money Market Fund - Short-term (a) Open Open 6,524 6,524 6,524
------------ ------------ ------------
$ 2,973,179 $ 2,973,179 $ 2,973,179
============ ============ ============
United States Government Securities:
Fund A
United States Treasury Note 7.250% 08-15-04 $ 150,000 $ 154,992 $ 162,141
============ ============ ============
Corporate Bonds:
Fund A
Airtouch 7.000% 10-01-03 $ 150,000 $ 151,124 $ 154,167
American General Finance 7.250% 4-15-00 150,000 151,209 153,384
AMOCO Argentina Oil 6.750% 2-01-07 75,000 76,665 77,720
Dexter Corporation 9.250% 12-15-16 22,000 22,359 22,953
Electronic Data Systems 7.125% 5-15-05 75,000 77,000 78,752
First Chicago Corporation 6.875% 6-15-03 75,000 73,669 76,890
Glaxo Wellcome 6.125% 1-25-06 100,000 96,589 99,250
GTE Hawaiian Telephone 7.375% 9-01-06 75,000 78,244 79,402
International Business Machines 6.450% 8-01-07 75,000 74,294 75,855
Interstate Power 8.625% 9-15-21 75,000 77,813 80,180
Kentucky Utilities Company 8.550% 5-15-27 150,000 166,820 166,353
Kraft Inc. 8.500% 2-15-17 100,000 104,250 103,540
Phillip Morris Companies 8.375% 1-15-07 75,000 76,734 76,981
Sears Roebuck 6.950% 5-15-02 100,000 102,613 102,595
State Street Boston 5.950% 9-15-03 100,000 94,186 98,540
SUSA Partnership 7.125% 11-01-03 150,000 149,582 152,249
Toys `R' Us 8.250% 2-01-17 100,000 104,750 104,128
Union Pacific Corporation 8.500% 1-15-17 150,000 154,500 158,196
West Penn Power Company 8.875% 2-01-21 75,000 78,952 79,072
Wisconsin Power and Light 8.600% 3-15-27 150,000 166,200 166,671
------------ ------------ ------------
$ 2,022,000 $ 2,077,553 $ 2,106,878
============ ============ ============
</TABLE>
<PAGE> 10
Schedule I
Page 2 of 2
NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Interest Number of Fair
Rate Shares Cost Value
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Mutual Funds:
Fund B
Brinson U.S. Equity -- 172,065 $ 3,083,636 $ 3,024,903
Luther King Capital Management Equity -- 219,074 2,998,671 2,887,395
Vanguard Windsor II -- 105,949 3,141,844 3,032,260
Fund C
Compass Small Cap -- 78,068 1,639,041 1,598,052
Fund M
Fidelity Puritan -- 350,617 6,031,370 6,794,957
Fund V
Vanguard Index 500 -- 26,682 2,297,053 2,403,248
----------- -----------
$19,191,615 $19,740,815
=========== ===========
*Loans to participants (b) 6.0% - 9.0% -- $ 1,838,488 $ 1,838,488
=========== ===========
Name of Issuer and Title of Issue
Common Stock:
Fund N
*Noble Affiliates, Inc. 277,149 $ 9,672,754 $ 9,769,502
=========== ===========
Total assets held for investment
purposes $35,908,581 $36,591,003
=========== ===========
</TABLE>
*Represents party-in-interest
(a) The Exchange National Bank and Trust Company of Ardmore manages this liquid
fund which consists of short-term United States Government securities,
certificates of deposit and high-grade commercial paper. The fund matures
daily. The interest rate is adjusted daily to reflect the prevailing money
market fund rate. The fair value, which equals the principal amount, is not
adjusted for interest rate changes.
(b) Loans made during 1997 were at rates from 8.25% - 8.50%, which represented
the national prime rate during the year.
<PAGE> 11
Schedule II
Page 1 of 2
NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Fund A Fund B Fund C Fund I Fund M
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value-
Money market funds - short-term $ 112,923 $ 14,494 $ 1,575 $ 2,698,144 $ 16,752
Common stocks:
Noble Affiliates, Inc. -- -- -- -- --
Mutual funds -- 8,944,558 1,598,052 -- 6,794,957
U.S. Government securities 162,141 -- -- -- --
Corporate bonds 2,106,878 -- -- -- --
Loans to participants -- -- -- -- --
Receivables-
Participants' contributions 13,533 77,763 10,625 12,382 90,363
Employer contributions 6,940 27,456 6,602 8,427 26,268
Interest and dividends 57,370 54 70 11,729 16
----------- ----------- ----------- ----------- -----------
Total assets 2,459,785 9,064,325 1,616,924 2,730,682 6,928,356
LIABILITIES:
Due to broker for securities purchased -- 2,555 428 -- 1,992
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 2,459,785 $ 9,061,770 $ 1,616,496 $ 2,730,682 $ 6,926,364
=========== =========== =========== =========== ===========
<CAPTION>
Fund N Fund L Fund V Total
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS:
Investments, at fair value-
Money market funds - short-term $ 122,767 $ -- $ 6,524 $ 2,973,179
Common stocks:
Noble Affiliates, Inc. 9,769,502 -- -- 9,769,502
Mutual funds -- -- 2,403,248 19,740,815
U.S. Government securities -- -- -- 162,141
Corporate bonds -- -- -- 2,106,878
Loans to participants -- 1,838,488 -- 1,838,488
Receivables-
Participants' contributions 41,431 -- 16,605 262,702
Employer contributions 31,429 -- 7,807 114,929
Interest and dividends 226 58,306 8 127,779
----------- ----------- ----------- -----------
Total assets 9,965,355 1,896,794 2,434,192 37,096,413
LIABILITIES:
Due to broker for securities purchased 798,528 -- 625 804,128
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 9,166,827 $ 1,896,794 $ 2,433,567 $36,292,285
=========== =========== =========== ===========
</TABLE>
<PAGE> 12
Schedule II
Page 2 of 2
NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Fund A Fund B Fund I
----------- ----------- -----------
<S> <C> <C> <C>
ASSETS:
Investments, at fair value-
Money market funds - short-term $ 531,883 $ 543,096 $ 3,764,221
Common stocks:
Noble Affiliates, Inc. -- -- --
Other common stocks -- 7,137,555 --
Mutual fund -- 798,190 --
U.S. Government securities 1,541,345 -- --
Corporate bonds 1,777,961 -- --
Loans to participants -- -- --
Receivables-
Participants' contributions 191,414 53,272 20,762
Employer contributions 10,692 32,995 11,463
Interest and dividends 66,971 10,830 14,800
----------- ----------- -----------
Total assets 4,120,266 8,575,938 3,811,246
LIABILITIES:
Due to broker for securities purchased -- -- --
----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 4,120,266 $ 8,575,938 $ 3,811,246
=========== =========== ===========
<CAPTION>
Fund M Fund N Fund L Total
----------- ----------- ----------- -----------
ASSETS:
Investments, at fair value-
Money market funds - short-term $ 3,626 $ 37,756 $ -- $ 4,880,582
Common stocks:
Noble Affiliates, Inc. -- 5,897,961 -- 5,897,961
Other common stocks -- -- -- 7,137,555
Mutual fund 6,662,243 -- -- 7,460,433
U.S. Government securities -- -- -- 1,541,345
Corporate bonds -- -- -- 1,777,961
Loans to participants -- -- 1,850,786 1,850,786
Receivables-
Participants' contributions 55,917 34,630 -- 355,995
Employer contributions 28,144 20,744 -- 104,038
Interest and dividends (2,194) 27,561 61,701 179,669
----------- ----------- ----------- -----------
Total assets 6,747,736 6,018,652 1,912,487 31,186,325
LIABILITIES:
Due to broker for securities purchased -- 491,725 -- 491,725
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 6,747,736 $ 5,526,927 $ 1,912,487 $30,694,600
=========== =========== =========== ===========
</TABLE>
<PAGE> 13
Schedule III
NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
ALLOCATION OF PLAN INCOME AND CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS TO INVESTMENT FUNDS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Fund A Fund B Fund C Fund I Fund M
------------ ------------ ------------ ------------ ------------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income-
Net appreciation (depreciation) in fair value of
investments $ 35,247 $ 1,249,460 $ (34,510) $ -- $ 795,590
Interest 216,498 12,118 402 148,176 618
Dividends:
Noble Affiliates, Inc. common stock -- -- -- -- --
Other common stocks -- 107,130 -- -- --
Mutual funds -- 641,811 69,124 -- 572,024
------------ ------------ ------------ ------------ ------------
251,745 2,010,519 35,016 148,176 1,368,232
Less- Investment expenses (7,980) (33,357) -- -- --
------------ ------------ ------------ ------------ ------------
Net investment income 243,765 1,977,162 35,016 148,176 1,368,232
------------ ------------ ------------ ------------ ------------
Contributions:
Employer 111,287 384,273 35,019 128,577 326,497
Participants 327,135 698,245 148,225 452,078 837,009
------------ ------------ ------------ ------------ ------------
Total contributions 438,422 1,082,518 183,244 580,655 1,163,506
------------ ------------ ------------ ------------ ------------
Total additions 682,187 3,059,680 218,260 728,831 2,531,738
------------ ------------ ------------ ------------ ------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 231,661 227,510 -- 28,526 343,671
Administrative expenses 3,941 30,299 831 3,699 9,409
------------ ------------ ------------ ------------ ------------
Total deductions 235,602 257,809 831 32,225 353,080
------------ ------------ ------------ ------------ ------------
NET INCREASE (DECREASE) 446,585 2,801,871 217,429 696,606 2,178,658
NET ASSETS AVAILABLE FOR BENEFITS, beginning of year
4,120,266 8,575,938 -- 3,811,246 6,747,736
NET TRANSFERS BETWEEN FUNDS (2,107,066) (2,316,039) 1,399,067 (1,777,170) (2,000,030)
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS, end of year $ 2,459,785 $ 9,061,770 $ 1,616,496 $ 2,730,682 $ 6,926,364
============ ============ ============ ============ ============
<CAPTION>
Fund N Fund L Fund V Total
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income-
Net appreciation (depreciation) in fair value of
investments $ (1,911,962) $ -- $ 106,894 $ 240,719
Interest 1,745 153,462 231 533,250
Dividends:
Noble Affiliates, Inc. common stock 34,987 -- -- 34,987
Other common stocks -- -- -- 107,130
Mutual funds -- -- 33,866 1,316,825
------------ ------------ ------------ ------------
(1,875,230) 153,462 140,991 2,232,911
Less- Investment expenses -- -- -- (41,337)
------------ ------------ ------------ ------------
Net investment income (1,875,230) 153,462 140,991 2,191,574
------------ ------------ ------------ ------------
Contributions:
Employer 367,714 -- 40,399 1,393,766
Participants 494,704 -- 247,974 3,205,370
------------ ------------ ------------ ------------
Total contributions 862,418 -- 288,373 4,599,136
------------ ------------ ------------ ------------
Total additions (1,012,812) 153,462 429,364 6,790,710
------------ ------------ ------------ ------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 213,235 81,365 521 1,126,489
Administrative expenses 17,165 -- 1,192 66,536
------------ ------------ ------------ ------------
Total deductions 230,400 81,365 1,713 1,193,025
------------ ------------ ------------ ------------
NET INCREASE (DECREASE) (1,243,212) 72,097 427,651 5,597,685
NET ASSETS AVAILABLE FOR BENEFITS, beginning of year
5,526,927 1,912,487 -- 30,694,600
NET TRANSFERS BETWEEN FUNDS 4,883,112 (87,790) 2,005,916 --
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS, end of year $ 9,166,827 $ 1,896,794 $ 2,433,567 $ 36,292,285
============ ============ ============ ============
</TABLE>
<PAGE> 14
Schedule IV
NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Purchase Selling Lease
(a) Identity of Party Involved (b) Description of Asset (c) Price (d) Price (e) Rental
- ----------------------------------------- ------------------------ ---------- ----------- ------------
<S> <C> <C> <C> <C>
Purchases -
Noble Affiliates, Inc. Common Stock $ 6,469,636 $ -- $ --
Fidelity Puritan Mutual Fund 1,581,600 -- --
Compass Small Cap Mutual Fund 1,691,900 -- --
Brinson U. S. Equity Mutual Fund 3,011,200 -- --
Luther King Capital Management Equity Mutual Fund 3,011,200 -- --
Vanguard Windsor II Mutual Fund 3,011,200 -- --
Vanguard Index 500 Mutual Fund 1,850,838 -- --
Money Market Funds:
Money Market Fund(1) Money Market Fund 20,430,680 -- --
Vanguard Prime Portfolio Funds Money Market Fund 1,154,400 -- --
Sales -
Money Market Funds:
Money Market Fund(1) Money Market Fund -- 19,155,571 --
Vanguard Prime Portfolio Funds Money Market Fund -- 2,327,600 --
<CAPTION>
Expense Current Value of
Incurred with Asset on
Trans- Cost of Transaction Net Gain or
(a) Identity of Party Involved (f) action (g) Asset (h) Date (i) (Loss)
- ----------------------------------------- ------------ ----------- --------------- ----------
Purchases -
<S> <C> <C> <C> <C>
Noble Affiliates, Inc. $ 7,134 $ -- $ 6,462,502 $ N/A
Fidelity Puritan -- -- 1,581,600 N/A
Compass Small Cap -- -- 1,691,900 N/A
Brinson U. S. Equity -- -- 3,011,200 N/A
Luther King Capital Management Equity -- -- 3,011,200 N/A
Vanguard Windsor II -- -- 3,011,200 N/A
Vanguard Index 500 -- -- 1,850,838 N/A
Money Market Funds:
Money Market Fund(1) -- -- 20,430,680 N/A
Vanguard Prime Portfolio Funds -- -- 1,154,400 N/A
Sales -
Money Market Funds:
Money Market Fund(1) -- 19,155,571 19,155,571 --
Vanguard Prime Portfolio Funds -- 2,327,600 2,327,600 --
</TABLE>
(1) The Exchange National Bank and Trust Company of Ardmore manages this liquid
fund which consists of short-term United States Government securities,
certificates of deposit, and high-grade commercial paper. The fund matures
daily. The interest rate is adjusted daily to reflect the prevailing money
market fund rate. The fair value, which equals the principal amount, is not
adjusted for interest rate changes.
