<PAGE> 1
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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, 1998
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.
Preferred Stock Purchase Rights 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. [X]
Aggregate market value of Common Stock held by nonaffiliates as of
February 12, 1999: $1,095,000,000.
Number of shares of Common Stock outstanding as of February 12, 1999:
56,981,008.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive proxy statement for the 1999
Annual Meeting of Stockholders to be held on April 27, 1999, which will be filed
with the Securities and Exchange Commission within 120 days after December 31,
1998, are incorporated by reference into Part III.
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<PAGE> 2
The Index to Exhibits of Noble Affiliates, Inc.'s Annual Report on Form
10-K for the fiscal year ended December 31, 1998 (the "1998 Form 10-K"), to
which reference is made in Item 14 of the 1998 Form 10-K for a list of the
exhibits to the 1998 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, 1998
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, 1999 By: /s/ James L. McElvany
-----------------------------------
James L. McElvany,
Vice President and Controller
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number+ Description**
- ------- -------------
<S> <C>
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 -- Composite copy of Bylaws of the Registrant as currently in effect
(filed as Exhibit 3.4 to the Registrants' Annual Report on Form 10-K
for the year ended December 31, 1997 and incorporated herein by
reference).
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).
4.5 -- Rights Agreement, dated as of August 27, 1997, between the
Registrant and Liberty Bank and Trust Company of Oklahoma City, N.A.,
as Right's Agent (filed as Exhibit 4.1 to the Registrant's Registration
Statement on Form 8-A filed on August 28, 1997 and incorporated herein
by reference).
4.6 -- Amendment No. 1 to Rights Agreement dated as of December 8, 1998,
between the Registrant and Bank One Trust Company, as successor Rights
Agent to Liberty Bank and Trust Company of Oklahoma City, N.A. (filed
as Exhibit 4.2 to the Registrant's Registration Statement on Form 8-A/A
(Amendment No. 1) filed on December 14, 1998 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).
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
Exhibit
Number+ Description**
- ------- -------------
<S> <C>
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).
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* -- 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).
10.10* -- 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).
10.11 -- 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).
10.12 -- 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).
10.13* -- 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).
10.14 -- 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
(filed as Exhibit 10.20 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997 and incorporated herein by
reference).
21 -- Subsidiaries.
23 -- Consent of Arthur Andersen LLP.
27.1 -- Financial Data Schedule. 27.2 -- Restated 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).
</TABLE>
<PAGE> 6
- ---------------
* 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.
<PAGE> 1
EXHIBIT 99.1
<PAGE> 2
NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
AS OF DECEMBER 31, 1998 AND 1997
TOGETHER WITH REPORT OF INDEPENDENT
PUBLIC ACCOUNTANTS
<PAGE> 3
NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1998 AND 1997
Financial Statements:
Report of Independent Public Accountants
Statements of Net Assets Available for Benefits at December 31, 1998
and 1997
Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 1998
Notes to Financial Statements
Supplemental Schedules:
I. Line 27a - Schedule of Assets Held for Investment Purposes at December
31, 1998
II. Line 27d - Schedule of Reportable Transactions for the Year Ended
December 31, 1998
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> 4
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, 1998 and
1997, and the related statement of changes in net assets available for benefits
for the year ended December 31, 1998. 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, 1998 and 1997, and
the changes in its net assets available for benefits for the year ended December
31, 1998, 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 and II 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 fund information in the
statements of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for additional analysis rather
than to present the net assets available for benefits and changes in net assets
available for benefits of each fund. The supplemental schedules and fund
information 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.
/s/ ARTHUR ANDERSEN
Oklahoma City, Oklahoma,
April 30, 1999
<PAGE> 5
NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Fund A Fund B Fund C Fund I
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS:
Cash $ 2,894 $ 837 $ 265 $ 42,155
Investments, at fair value-
Money market funds - short-term 210,679 175,749 161,257 4,094,956
Common stocks:
Noble Affiliates, Inc. -- -- -- --
Mutual funds -- 10,598,049 2,179,603 --
U.S. Government securities 411,321 -- -- --
Corporate bonds 2,385,505 -- -- --
Loans to participants -- -- -- --
----------- ----------- ----------- -----------
Total investments 3,007,505 10,773,798 2,340,860 4,094,956
----------- ----------- ----------- -----------
Receivables-
Participants' contributions 15,501 56,731 13,710 12,480
Employer contributions 7,962 38,209 9,680 7,609
Interest and dividends 55,898 50,013 586 17,242
----------- ----------- ----------- -----------
Total receivables 79,361 144,953 23,976 37,331
----------- ----------- ----------- -----------
Total assets 3,089,760 10,919,588 2,365,101 4,174,442
LIABILITIES:
Due to broker for securities
purchased 1,477 5,429 870 1,796
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 3,088,283 $10,914,159 $ 2,364,231 $ 4,172,646
=========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Fund M Fund N Fund L Fund V Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS:
Cash $ 243 $ 1,231 $ -- $ 594 $ 48,219
Investments, at fair value-
Money market funds - short-term 145,707 121,208 -- 38,359 4,947,915
Common stocks:
Noble Affiliates, Inc. -- 7,407,939 -- -- 7,407,939
Mutual funds 7,930,477 -- -- 4,221,164 24,929,293
U.S. Government securities -- -- -- -- 411,321
Corporate bonds -- -- -- -- 2,385,505
Loans to participants -- -- 1,849,006 -- 1,849,006
----------- ----------- ----------- ----------- -----------
Total investments 8,076,184 7,529,147 1,849,006 4,259,523 41,930,979
----------- ----------- ----------- ----------- -----------
Receivables-
Participants' contributions 55,679 51,968 -- 27,310 233,379
Employer contributions 33,010 44,161 -- 14,566 155,197
Interest and dividends 445 300 59,743 210,246 394,473
----------- ----------- ----------- ----------- -----------
Total receivables 89,134 96,429 59,743 252,122 783,049
----------- ----------- ----------- ----------- -----------
Total assets 8,165,561 7,626,807 1,908,749 4,512,239 42,762,247
LIABILITIES:
Due to broker for securities
purchased 3,824 791,408 -- 1,980 806,784
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 8,161,737 $ 6,835,399 $ 1,908,749 $ 4,510,259 $41,955,463
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE> 6
NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Fund A Fund B Fund C Fund I
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS:
Investments, at fair value-
Money market funds - short-term $ 112,923 $ 14,494 $ 1,575 $ 2,698,144
Common stocks:
Noble Affiliates, Inc. -- -- -- --
Mutual funds -- 8,944,558 1,598,052 --
U.S. Government securities 162,141 -- -- --
Corporate bonds 2,106,878 -- -- --
Loans to participants -- -- -- --
----------- ----------- ----------- -----------
Total investments 2,381,942 8,959,052 1,599,627 2,698,144
----------- ----------- ----------- -----------
Receivables-
Participants' contributions 13,533 77,763 10,625 12,382
Employer contributions 6,940 27,456 6,602 8,427
Interest and dividends 57,370 54 70 11,729
----------- ----------- ----------- -----------
Total receivables 77,843 105,273 17,297 32,538
----------- ----------- ----------- -----------
Total assets 2,459,785 9,064,325 1,616,924 2,730,682
LIABILITIES:
Due to broker for securities -- 2,555 428 --
----------- ----------- ----------- -----------
purchased
NET ASSETS AVAILABLE FOR BENEFITS $ 2,459,785 $ 9,061,770 $ 1,616,496 $ 2,730,682
=========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Fund M Fund N Fund L Fund V Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value-
Money market funds - short-term $ 16,752 $ 122,767 $ -- $ 6,524 $ 2,973,179
Common stocks:
Noble Affiliates, Inc. -- 9,769,502 -- -- 9,769,502
Mutual funds 6,794,957 -- -- 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
----------- ----------- ----------- ----------- -----------
Total investments 6,811,709 9,892,269 1,838,488 2,409,772 36,591,003
----------- ----------- ----------- ----------- -----------
Receivables-
Participants' contributions 90,363 41,431 -- 16,605 262,702
Employer contributions 26,268 31,429 -- 7,807 114,929
Interest and dividends 16 226 58,306 8 127,779
----------- ----------- ----------- ----------- -----------
Total receivables 116,647 73,086 58,306 24,420 505,410
----------- ----------- ----------- ----------- -----------
Total assets 6,928,356 9,965,355 1,896,794 2,434,192 37,096,413
LIABILITIES:
Due to broker for securities 1,992 798,528 -- 625 804,128
----------- ----------- ----------- ----------- -----------
purchased
NET ASSETS AVAILABLE FOR BENEFITS $ 6,926,364 $ 9,166,827 $ 1,896,794 $ 2,433,567 $36,292,285
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE> 7
NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Fund A Fund B Fund C Fund I
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment income-
Net appreciation (depreciation) in
fair value of investments
$ 37,609 $ 632,968 $ 499,734 $ --
Interest 181,466 3,122 1,692 164,748
Dividends:
Noble Affiliates, Inc. common stock -- -- -- --
Mutual funds -- 701,622 -- --
------------ ------------ ------------ ------------
219,075 1,337,712 501,426 164,748
Less- Investment expenses 6,591 -- -- --
------------ ------------ ------------ ------------
Net investment income 212,484 1,337,712 501,426 164,748
------------ ------------ ------------ ------------
Contributions:
Employer 98,684 487,104 127,593 116,252
Participants 211,395 758,933 189,958 173,753
------------ ------------ ------------ ------------
Total contributions 310,079 1,246,037 317,551 290,005
------------ ------------ ------------ ------------
Total additions 522,563 2,583,749 818,977 454,753
------------ ------------ ------------ ------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 109,531 334,152 37,583 417,306
Administrative expenses 3,670 13,333 2,308 4,211
------------ ------------ ------------ ------------
Total deductions 113,201 347,485 39,891 421,517
------------ ------------ ------------ ------------
NET TRANSFERS BETWEEN FUNDS 219,136 (383,875) (31,351) 1,408,728
------------ ------------ ------------ ------------
NET INCREASE (DECREASE) 628,498 1,852,389 747,735 1,441,964
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year 2,459,785 9,061,770 1,616,496 2,730,682
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS, end
of year $ 3,088,283 $ 10,914,159 $ 2,364,231 $ 4,172,646
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Fund M Fund N Fund L Fund V Total
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment income-
Net appreciation (depreciation) in
fair value of investments
$ 341,148 $ (1,968,630) $ -- $ 766,770 $ 309,599
Interest 1,617 2,804 158,763 2,203 516,415
Dividends:
Noble Affiliates, Inc. common stock -- 41,168 -- -- 41,168
Mutual funds 751,910 -- -- 61,546 1,515,078
------------ ------------ ------------ ------------ ------------
1,094,675 (1,924,658) 158,763 830,519 2,382,260
Less- Investment expenses -- -- -- -- 6,591
------------ ------------ ------------ ------------ ------------
Net investment income 1,094,675 (1,924,658) 158,763 830,519 2,375,669
------------ ------------ ------------ ------------ ------------
Contributions:
Employer 419,409 560,054 -- 168,728 1,977,824
Participants 749,413 658,879 -- 394,155 3,136,486
------------ ------------ ------------ ------------ ------------
Total contributions 1,168,822 1,218,933 -- 562,883 5,114,310
------------ ------------ ------------ ------------ ------------
Total additions 2,263,497 (705,725) 158,763 1,393,402 7,489,979
------------ ------------ ------------ ------------ ------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 351,142 334,581 27,937 157,184 1,769,416
Administrative expenses 9,393 19,872 -- 4,598 57,385
------------ ------------ ------------ ------------ ------------
Total deductions 360,535 354,453 27,937 161,782 1,826,801
------------ ------------ ------------ ------------ ------------
NET TRANSFERS BETWEEN FUNDS (667,589) (1,271,250) (118,871) 845,072 --
------------ ------------ ------------ ------------ ------------
NET INCREASE (DECREASE) 1,235,373 (2,331,428) 11,955 2,076,692 5,663,178
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year 6,926,364 9,166,827 1,896,794 2,433,567 36,292,285
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS, end
of year $ 8,161,737 $ 6,835,399 $ 1,908,749 $ 4,510,259 $ 41,955,463
============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE> 8
NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
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 15% (10%
prior to January 1, 1998) of their basic compensation. The employer matching
contribution percentage is 100% of the participant's contribution (70% through
the first 10 years of service prior to January 1, 1998), up to 6% of the
participant's basic compensation, and is funded on a monthly basis. However,
discretionary contributions may be made to the Plan at the discretion of the
president of the Company.
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 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.
<PAGE> 9
-2-
The Plan incorporates the following provisions: (1) the employer matching
percentage is 100% of a participant's contribution up to 6% of the participant's
compensation, (prior to January 1, 1998, the employer contributed 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), (2) participants fully vest after
five years of service, (3) participants may borrow 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. Participants can change their contribution
elections up to four times per year. Prior to January 1, 1998, participants
could change their contribution elections up to two 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 small capitalization stocks 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.
2. SIGNIFICANT ACCOUNTING POLICIES:
The accompanying financial statements are prepared on the accrual basis of
accounting in conformity with generally accepted accounting principles.
<PAGE> 10
-3-
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, BancTrust, on behalf of the trust
fund, is allowed to acquire, hold and dispose of the common stock of Noble
Affiliates, Inc.
At December 31, 1998 and 1997, the Plan held the following investments which
separately represented more than 5% of the Plan's net assets:
<TABLE>
<CAPTION>
Investment Shares Fair Value
---------- ------ ----------
1998
----
<S> <C> <C>
Brinson U.S. Equity Fund 186,964 $ 3,651,407
Luther King Capital Management Equity Portfolio Fund 232,115 3,340,135
Vanguard Windsor II Fund 120,821 3,606,507
Fidelity Puritan Fund 395,535 7,930,477
Noble Affiliates, Inc. common stock 300,830 7,407,939
Vanguard Index Trust 500 Index Fund 37,044 4,221,164
BlackRock Small Capital Growth Equity Portfolio 99,163 2,179,603
1997
----
Brinson U.S. Equity Fund 172,065 $ 3,024,903
Luther King Capital Management Equity Portfolio Fund 219,074 2,887,395
Vanguard Windsor II Fund 105,949 3,032,260
Fidelity Puritan Fund 350,617 6,794,957
Noble Affiliates, Inc. common stock 277,149 9,769,502
Vanguard Index Trust 500 Index Fund 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.
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 $36,845 and $28,785 in
1998 and 1997, respectively, and reduced the otherwise required participating
employer contributions.
<PAGE> 11
-4-
3. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE:
During 1998, the Plan's investments (including investments bought, sold and held
during the year) appreciated in value by $309,599 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 $ (8,671) $ 10,524 $ 1,853
Corporate bonds 2,490 33,265 35,755
Noble Affiliates, Inc. common stock 150,672 (2,119,302) (1,968,630)
Mutual funds 235,524 2,005,097 2,240,621
----------- ------------ ------------
$ 380,015 $ (70,416) $ 309,599
=========== ============ ============
</TABLE>
Realized gains are calculated using fair values at December 31, 1997, or cost,
if acquired during 1998.
4. PAYABLES TO PLAN PARTICIPANTS:
Amounts requested by and 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 $30,510
and $212,208 at December 31, 1998 and 1997, respectively.
<PAGE> 12
Schedule I
Page 1 of 2
NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Identity of Issuer, Borrower Fair
(a)* (b) Lessor or Similar Party (c) Description of Investment (d) Cost (e) Value
- ------ ------------------------------------- ------------------------------- ------------- ------------
<S> <C> <C> <C> <C>
Money Market Funds:
Goldman Sach's Institutional
Liquid Assets Fund - Federal
Portfolio Money Market Fund - Short-term
$ 852,959 $ 852,959
Vanguard Funds Vanguard Prime Portfolio Fund -
Short-term 4,094,956 4,094,956
------------ ------------
$ 4,947,915 $ 4,947,915
============ ============
Interest Maturity Principal
Rate % Date Amount
-------- -------- ----------
United States Government Securities:
United States Treasury Note 6.375% 8-15-02 $ 75,000 $ 77,455 $ 79,102
United States Treasury Note 7.250% 8-15-04 100,000 103,328 112,469
United States Treasury Note 6.500% 8-15-05 200,000 215,250 219,750
------------ ------------ ------------
$ 375,000 $ 396,033 $ 411,321
============ ============ ============
Corporate Bonds:
Airtouch 7.000% 10-01-03 $ 150,000 $ 151,124 $ 158,706
American General Finance 7.250% 4-15-00 150,000 151,209 153,144
AMOCO Argentina Oil 6.750% 2-01-07 75,000 76,665 81,753
Block Financial Corporation 6.750% 11-01-04 50,000 50,817 52,451
Dexter Corporation 9.250% 12-15-16 2,000 2,033 2,087
Electronic Data Systems 7.125% 5-15-05 75,000 77,000 81,560
First Chicago Corporation 6.875% 6-15-03 75,000 73,669 78,571
GTE Hawaiian Telephone 7.375% 9-01-06 75,000 78,244 82,684
International Business Machines 6.450% 8-01-07 75,000 74,294 80,702
Interstate Power 8.625% 9-15-21 75,000 77,813 79,995
Kentucky Utilities Company 8.550% 5-15-27 150,000 166,820 168,597
Kraft Inc. 8.500% 2-15-17 83,000 86,527 85,632
Old Dominion Electricity Company 7.480% 12-01-13 50,000 53,466 56,192
Oracle Corporation 6.720% 2-15-04 75,000 76,454 77,091
Phillip Morris Companies 8.375% 1-15-07 51,000 52,502 55,293
Prologis Trust 7.050% 7-15-06 75,000 74,839 74,723
Sears Roebuck 6.950% 5-15-02 100,000 102,613 103,766
State Street Boston 5.950% 9-15-03 100,000 94,186 99,002
Susa Partnership 7.125% 11-01-03 150,000 149,582 148,314
Tandy Corporation 6.950% 9-01-07 100,000 103,573 105,613
Thomas and Betts Corporation 6.500% 1-15-06 50,000 50,232 50,945
Toys `R' Us 8.250% 2-01-17 25,000 26,187 25,928
Tyco International Group SA 6.375% 6-15-05 100,000 100,686 102,188
Union Pacific Corporation 8.500% 1-15-17 127,000 130,810 132,232
West Penn Power Company 8.875% 2-01-21 75,000 78,952 78,813
Wisconsin Power and Light 8.600% 3-15-27 150,000 166,200 169,523
------------ ------------ ------------
$ 2,263,000 $ 2,326,497 $ 2,385,505
============ ============ ============
</TABLE>
<PAGE> 13
Schedule I
Page 2 of 2
NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Identity of Issuer, Borrower Fair
(a)* (b) Lessor or Similar Party (c) Description of Investment (d) Cost (e) Value
- ------ ------------------------------------- ------------------------------- ------------ ------------
<S> <C> <C> <C> <C>
Number of
Shares
---------
Mutual Funds:
Brinson Funds Brinson U.S. Equity
Fund 186,964 $ 3,410,253 $ 3,651,407
Luther King Capital LKCM Equity
Management Portfolio Fund 232,115 3,190,032 3,340,135
Vanguard Funds Vanguard Windsor II
Fund 120,821 3,604,900 3,606,507
BlackRock Institutional BlackRock Small
Funds Capital Growth
Equity Portfolio 99,163 1,967,876 2,179,603
Fidelity Investments Fidelity Puritan Fund 395,535 7,033,263 7,930,477
Vanguard Index Funds Vanguard Index Trust
500 Index Fund 37,044 3,504,341 4,221,164
------------ ------------
$ 22,710,665 $ 24,929,293
============ ============
Common Stock:
* Noble Affiliates, Inc. 300,830 $ 9,411,017 $ 7,407,939
============ ============
* Participant loans Interest rates range from
6.0% - 9.0% $ 1,849,006 $ 1,849,006
============ ============
Total assets held for investment purposes $ 41,641,133 $ 41,930,979
============ ============
</TABLE>
* Represents party-in-interest
<PAGE> 14
Schedule II
NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Expense
Incurred with
Purchase Selling Lease Trans- Cost of
(a) Identity of Party Involved (b) Description of Asset (c) Price (d) Price (e) Rental (f) action (g) Asset
----------------------------- ------------------------ ------------ ---------- ---------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Purchases -
Noble Affiliates, Inc. Common Stock $ 5,397,663 $ -- $ -- $ 12,293 $ --
Fidelity Investments Fidelity Puritan Fund 1,791,986 -- -- -- --
Vanguard Index Funds Vanguard Index Trust 500
Index Fund 2,540,700 -- -- -- --
Money Market Funds:
Exchange National Bank Money Market Fund 10,896,379 -- -- -- --
Goldman Sach's
Institutional Liquid
Asset Fund - Federal
Portfolio Money Market Fund 2,190,781 -- -- -- --
Vanguard Funds Vanguard Market Reserves
Prime Money Market Fund 2,647,954 -- -- -- --
Sales -
Noble Affiliates, Inc. Common Stock -- 6,075,576 -- -- 5,622,370
Fidelity Investments Fidelity Puritan Fund -- 1,613,538 -- -- 1,406,017
Vanguard Index Funds Vanguard Index Trust 500
Index Fund -- 1,551,100 -- -- 1,394,958
Money Market Funds:
Exchange National Bank Money Market Fund -- 11,146,135 -- -- --
Goldman Sach's
Institutional Liquid
Asset Fund - Federal
Portfolio Money Market Fund -- 1,410,532 -- -- --
Vanguard Funds Vanguard Market Reserves
Prime Money Market Fund -- 1,541,400 -- -- --
</TABLE>
<TABLE>
<CAPTION>
Current Value of
Asset on
Transaction Net Gain or
(a) Identity of Party Involved (b) Description of Asset (h) Date (i) (Loss)
----------------------------- ------------------------ ---------------- ----------
<S> <C> <C> <C>
Purchases -
Noble Affiliates, Inc. Common Stock $ 5,409,956 $ N/A
Fidelity Investments Fidelity Puritan Fund 1,791,986 N/A
Vanguard Index Funds Vanguard Index Trust 500
Index Fund 2,540,700 N/A
Money Market Funds:
Exchange National Bank Money Market Fund 10,896,379 N/A
Goldman Sach's
Institutional Liquid
Asset Fund - Federal
Portfolio Money Market Fund 2,190,781 N/A
Vanguard Funds Vanguard Market Reserves
Prime Money Market Fund 2,647,954 N/A
Sales -
Noble Affiliates, Inc. Common Stock 6,075,576 453,206
Fidelity Investments Fidelity Puritan Fund 1,613,538 207,521
Vanguard Index Funds Vanguard Index Trust 500
Index Fund 1,551,100 156,142
Money Market Funds:
Exchange National Bank Money Market Fund 11,146,135 --
Goldman Sach's
Institutional Liquid
Asset Fund - Federal
Portfolio Money Market Fund 1,410,532 --
Vanguard Funds Vanguard Market Reserves
Prime Money Market Fund 1,541,400 --
</TABLE>
<PAGE> 15
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).
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma
June 29, 1999
