__________________________________
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-K/A
Amendment to Report
Filed Pursuant to Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
Mallon Resources Corporation
(Exact name of Registrant as specified in its charter)
0-17267
(Commission file number)
Amendment No. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10K for
the Year Ended December 31, 1999:
All of Part III (i.e., Items 10, 11, 12 and 13)
(List of all such items, financial statements, exhibits or other portions
amended)
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Mallon Resources Corporation
April 27, 2000
/s/ Roy K. Ross
Roy K. Ross, Executive Vice President
__________________________________
ALL OF PART III (INCLUDING ITEMS 10, 11, 12 AND 13) OF REGISTRANT'S ANNUAL
REPORT ON FORM 10K FOR THE YEAR ENDED DECEMBER 31, 1999, IS HEREBY AMENDED TO
READ IN ITS ENTIRETY AS FOLLOWS:
PART III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning our directors and executive officers is set forth in
Item 1 of Part I of this report.
ITEM 11: EXECUTIVE COMPENSATION
The following table summarizes certain information regarding compensation
awarded to, earned by or paid by the Company for services rendered for the year
ended December 31, 1999 to the Company's chief executive officer and the four
other most highly compensated individuals whose total compensation, exceeded
$100,000 for such year.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
Awards
Name and Other Annual Restricted Securities All Other
Principal Compensation Stock Awards Underlying Compensation
Position Year Salary ($) Bonus ($) ($) ($) Options (#) ($)
<S> <C> <C> <C> <C> <C> <C> <C>
G.O. Mallon, Jr. 1999 175,000 29,530 -- -- -- 2,500
CEO 1998 174,000 48,107 -- -- 98,094 2,500
1997 175,000 29,700 -- 73,750 142,000 2,375
K.M. Fitzgerald 1999 145,000 16,405 -- -- -- 2,500
E.V.P. 1998 144,000 31,062 -- -- 55,533 2,500
1997 145,000 24,000 -- 73,750 127,500 1,500
R.K. Ross 1999 140,000 13,390 -- -- -- 2,500
E.V.P. 1998 140,000 18,672 -- -- 39,915 2,500
1997 140,000 22,400 -- 36,875 78,000 2,375
A.R. Lopez
Treasurer 1999 92,400 9,465 -- -- -- 2,500
D.M. Erickson 1999 110,000 8,297 -- -- -- 2,500
VP Operations 1998 100,000 11,802 -- -- -- 2,236
of Mallon Oil 1997 91,667 9,500 -- -- 20,000 1,676
</TABLE>
The following table shows the number of shares covered by all exercisable
and unexercisable stock options held by the named individuals as of
December 31, 1999, as well as the value of unexercisable "in the money" options
at that date.
<TABLE>
<CAPTION>
AGGREGATE OPTION EXERCISES IN 1999 AND YEAR-END OPTION VALUES
Value Number Of Securities Underlying Value Of Unexercised
Shares Acquired Realized Unexercised Options In-The-Money Options
Name On Exercise (#) ($) At December 31, 1999 (#) At December 31, 1999 ($) (1)
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
G.O. Mallon, Jr. 230,548 -- 16,825 -- 99,520 --
K.M. Fitzgerald 93,898 -- 19,743 86,421 116,526 24,151
R.K. Ross 56,914 -- 3,587 59,051 21,215 17,363
A.R. Lopez -- -- 11,800 10,200 -- --
D.M. Erickson -- -- 12,000 8,000 71,136 47,424
</TABLE>
(1) Amounts shown represent aggregated fair market value at the share price on
December 31, 1999 of $5.94 per share, less the aggregate exercise price of the
unexercised "in the money" options held. These values have not been, and may
never be, realized. Actual gains, if any, on exercise will depend on the value
of the Common Stock on the date of exercise.
Equity Participation Plans. Under the Mallon Resources Corporation 1988
Equity Participation Plan and the Mallon Resources Corporation 1997 Equity
Participation Plan, shares of Common Stock have been reserved for issuance for
various compensation purposes. The Plans are administered by the Compensation
Committee, currently comprised of Messrs. Reinhardt, Douglass and Blum. The
terms of any awards made under the Plans are within the broad discretion of the
Committee. At December 31, 1999, the following options to purchase shares of
the Company's Common Stock were issued and outstanding under the Plans:
<TABLE>
<CAPTION>
Weighted
Number of Average
Shares Exercise Price
_________ ______________
<S> <C>
411,969 $5.67
</TABLE>
Employee Profit Sharing and Thrift Plan. The Company established the Mallon
Resources Corporation 401(k) Profit Sharing Plan (the "401(k) Plan") effective
January 1, 1989. The Company will match an employee's contribution to the 401(k)
Plan in an amount up to 25% of his or her eligible monthly contributions. The
Company may also contribute additional amounts at the discretion of the
Compensation Committee of the Board of Directors, contingent upon realization
of earnings by the Company, which, in the sole discretion of the Board of
Directors, are adequate to justify a corporate contribution. The 401(k) Plan is
open to all full time employees of the Company who have attained the age of 21.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning the beneficial
ownership of shares of our common stock as of March 31, 2000, by (a) each
shareholder known by us to own of record or beneficially more than 5% of our
outstanding common stock; (b) our chief executive officer (Mr. Mallon); (c)
each of our directors; and (d) all of our directors and executive officers as a
group:
<TABLE>
<CAPTION>
Number Percent
Name and address (1) of shares Owned
<S> <C> <C>
George O. Mallon, Jr 541,990 (2) 6.9%
Kevin M. Fitzgerald 157,080 (3) 2.0%
Roy K. Ross 85,027 (4) 1.1%
Frank Douglass 73,344 (5) *
Roger R. Mitchell 58,798 (6) *
Francis J. Reinhardt, Jr. 64,920 (7) *
Peter H. Blum 112,235 (8) 1.4%
Centennial Energy Partners, L.L.C. 756,200 (9) 9.6%
Wellington Management Company, LLP 735,000 (9) 9.4%
Robert Fleming Inc. 575,385 (9) 7.3%
Aquila Energy Capital Corporation 420,000 (9) 5.4%
All officers and directors as a group (8 persons) 1,109,261(10) 13.6%
__________
* Less than 1%
</TABLE>
1. The address of Messrs. Mallon, Fitzgerald and Ross is 999 18th Street, Suite
1700, Denver, CO 80202. The address of Mr. Douglass is 4350 Beltway Drive,
Dallas, TX 75244-8266. The address of Mr. Mitchell is 113 Cypress Cove Lane,
Mooresville, NC 28117. The address of Mr. Reinhardt is 650 Madison Ave., 23rd
Floor, New York, NY 10022. The address of Mr. Blum is 4 Trapping Way,
Pleasantville, NY 10570. The address of Centennial Energy Partners L.L.C. is
900 Third Avenue, Suite 1801, New York, NY 10022. The address of Wellington
Management Company, LLP is 75 State Street, Boston, MA 02109. The address of
Robert Fleming Inc. is 320 Park Avenue, 11th Floor, New York, NY 10022. The
address of Aquila Energy Capital Corporation is 909 Fannin, Suite 1850,
Houston, Texas 77010.
2. Includes 2,166 shares owned by Mr. Mallon's wife and 47,491 shares that
could be acquired by Mr. Mallon upon the exercise of immediately exercisable
stock options and warrants that he holds. A trust created for the benefit of
Mr. Mallon's children owns shares that are not included, as Mr. Mallon has no
voting or other control over the shares in the trust.
3. Includes 43,182 shares that could be acquired by Mr. Fitzgerald upon the
exercise of immediately exercisable stock options and warrants that he holds.
Does not include 86,648 shares covered by stock options that have not yet
vested.
4. Includes 21,363 shares that could be acquired by Mr. Ross upon the exercise
of immediately exercisable stock options and warrants that he holds. Does not
include 57,325 shares covered by stock options that have not yet vested.
5. Includes 29,740 shares that could be acquired by Mr. Douglass upon the
exercise of immediately exercisable stock options and warrants that he holds.
Does not include 2,666 shares covered by stock options that have not yet vested.
6. Includes 25,070 shares that could be acquired by Mr. Mitchell upon the
exercise of immediately exercisable stock options that he holds. Does not
include 2,666 shares covered by stock options that have not yet vested.
7. Includes 27,735 shares that could be acquired by Mr. Reinhardt upon the
exercise of immediately exercisable stock options and warrants that he holds.
Does not include 2,666 shares covered by stock options that have not yet vested.
8. Includes 97,735 shares that could be acquired by Mr. Blum upon the exercise
of immediately exercisable stock options and warrants that he holds. Does not
include 42,666 shares covered by stock options and warrants that have not yet
vested.
9. Based upon information contained in various public filings made with the SEC.
10. Includes 308,183 shares that could be acquired upon the exercise of
immediately exercisable stock options and warrants. Does not include 208,770
shares covered by stock options and warrants that have not yet vested.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We serve as operator of certain oil and gas properties in which some of our
officers and directors have working interests. Such individuals pay their pro-
rata share of all costs relating to the properties, on the same basis as other
unaffiliated interest owners. Mr. Fitzgerald, one of our directors and executive
officers, owns royalty interests that burden certain of our properties.
Under our "Stock Ownership Encouragement Program," Messrs. Mallon,
Fitzgerald and Ross borrowed $1,585,018, $645,549, and $391,284, respectively,
from the Company that they used to exercise the options noted in the table
under Item 11, above. Messrs. Mallon, Fitzgerald and Ross issued promissory
notes to the Company in the noted amounts, which bear interest at the rate of
7.0% per annum, and are due August 31, 2002. Payment of the notes is secured,
in part, by a pledge of the stock acquired upon the exercise of the options.
In July 1999, the Company entered into a financial consulting services
contract with Bear Ridge Capital LLC, which is wholly-owned by Mr. Blum, one
of the Company's directors. Under the contract, Bear Ridge Capital is paid a
monthly retainer and was issued warrants to purchase an aggregate of 40,000
shares of the Company's common stock at a per share exercise price of $0.01.
During 1999, the Company paid Bear Ridge Capital $110,000 in fees.
