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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One) FORM 10-K/A
AMENDMENT NO. 2
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
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
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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
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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. X
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Aggregate market value of Common Stock held by nonaffiliates as of
February 14, 2000: $1,089,000,000.
Number of shares of Common Stock outstanding as of February 14, 2000:
56,328,163.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive proxy statement for the 2000
Annual Meeting of Stockholders to be held on April 25, 2000, which will be filed
with the Securities and Exchange Commission within 120 days after December 31,
1999, are incorporated by reference into Part III.
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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, 1999 (the "1999 Form 10-K"), to
which reference is made in Item 14 of the 1999 Form 10-K for a list of the
exhibits to the 1999 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, 1999
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 Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment
No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized.
NOBLE AFFILIATES, INC.
Date: June 28, 2000 By: /s/ James L. McElvany
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James L. McElvany,
Vice President - Finance and Treasurer
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INDEX TO EXHIBIT
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EXHIBIT
NUMBER+ DESCRIPTION**
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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).
3.4 -- Certificate of Designations of Series B Mandatorily Convertible
Preferred Stock of the Registrant dated November 9, 1999.
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
</TABLE>
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INDEX TO EXHIBIT
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EXHIBIT
NUMBER+ DESCRIPTION**
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<S> <C>
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).
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).
10.15 -- Noble Preferred Stock Remarketing and Registration Rights Agreement
dated as of November 10, 1999 by and among the Registrant, Noble
Share Trust, The Chase Manhattan Bank, and Donaldson, Lufkin &
Jenrette Securities Corporation.
21 -- Subsidiaries.
23 -- Consent of Arthur Andersen LLP.
23.1 -- Consent of Arthur Andersen LLP.
23.2*** -- Consent of Arthur Andersen LLP.
27.1 -- Financial Data Schedule.
27.2 -- Restated Financial Data Schedule.
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INDEX TO EXHIBIT
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<CAPTION>
EXHIBIT
NUMBER+ DESCRIPTION**
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99.1*** -- Financial statements required by Form 11-K for the fiscal year
ended December 31, 1999 with respect to the Noble Affiliates Thrift
and Profit Sharing Plan (including the accountants' consent to
incorporation thereof by reference).
</TABLE>
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* 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 Vice President -
Finance and Treasurer, Noble Affiliates, Inc., Post Office Box
1967, Ardmore, Oklahoma 73402.
*** Filed herewith.
+ Filed previously unless indicated otherwise.
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