<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
(Mark One)
Annual Report Under Section 13 or 15(d)
[X] of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1994 or
Transition Report Pursuant to Section 13 or 15(d)
[ ] of the Securities Act of 1934 for the
Transition Period from __________ to ___________
COMMISSION FILE NO.: 1-10762
____________________________________________
BENTON OIL AND GAS COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 77-0196707
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1145 EUGENIA PLACE, SUITE 200
CARPINTERIA, CALIFORNIA 93013
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (805) 566-5600
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
- ------------------- -----------------------------------------
Common Stock, $.01 Par Value NASDAQ-NMS
8% Convertible Subordinated Debentures due in 2002 NASDAQ
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
--- ---
On March 29, 1995, the aggregate market value of the shares of voting stock of
Registrant held by non-affiliates was approximately $251,675,151 based on a
closing sales price on NASDAQ-NMS of $10.50.
As of March 29, 1995, 24,931,862 shares of the Registrant's common stock were
outstanding.
DOCUMENT INCORPORATED BY REFERENCE
NONE
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 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]
<PAGE> 2
<TABLE>
BENTON OIL AND GAS COMPANY
FORM 10-K/A
AMENDMENT NO. 2
TABLE OF CONTENTS
<CAPTION>
Page
----
<S> <C> <C>
Part III
- --------
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
</TABLE>
<PAGE> 3
1
PART III
ITEM 11. EXECUTIVE COMPENSATION
REMUNERATION OF EXECUTIVE OFFICERS
The following table sets forth as to the Chief Executive Officer and the two
other executive officers whose annual salary and bonus exceeded $100,000,
information regarding all forms of compensation paid or payable by the Company
for services in all capacities for the years indicated.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
--------------------------
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
--------------------------------------------------- ---------------
OTHER ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS/SARS COMPENSATION
- --------------------------- ---- ------ ----- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
A. E. Benton, 1994 $250,000 $ 0 (1) 250,000 473 (2)
Chief Executive Officer, 1993 165,000 50,000 125,000 448
President 1992 165,000 35,000 150,000 442
William H. Gumma, 1994 175,000 20,000 (1) 100,000 273 (2)
Senior Vice President - 1993 125,000 30,000 50,000 195
Operations 1992 105,000 20,000 75,000 208
David H. Pratt, 1994 110,000 0 (1) 20,000 181 (2)
Vice President - Finance 1993 90,000 20,000 15,000 183
1992 90,000 0 20,000 170
<FN>
______________________________
(1) The aggregate amount of perquisite compensation to be reported herein is
less than the lesser of either $50,000 or 10 percent of the total of annual
salary and bonus reported for the named executive officer. No other annual
compensation was paid or payable to the named executive officers in the
years indicated.
(2) Represents premiums paid by the Company with respect to term life insurance
for the benefit of the named executive officer.
</TABLE>
<TABLE>
The following table shows information concerning options to purchase Common
Stock, granted to certain individuals during 1994.
<CAPTION>
% OF TOTAL
OPTIONS/SARS GRANT DATE
GRANTED TO EXERCISE OR PRESENT
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION VALUE
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE ($) (1)
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
A.E. Benton 125,000 15.2% $5.625 4/21/04 $ 390,238
A.E. Benton 125,000 15.2% 9.125 12/30/04 633,263
William H. Gumma 50,000 6.1% 5.625 4/21/04 156,095
William H. Gumma 50,000 6.1% 9.125 12/30/04 253,305
David H. Pratt 20,000 2.4% 5.625 4/21/04 62,438
<FN>
_________________________
(1) To calculate the present value of option/SAR grants, the Company has used
the Black-Scholes option pricing model. The actual value, if any, an
executive may realize will depend on the excess of the stock price over the
exercise price on the date the option is exercised, so that there is no
assurance the value realized by an executive will be at or near the value
estimated by the Black-Scholes model. The estimated values under that
model for the stock options granted on April 21, 1994 are based on the
assumptions that include (i) a stock price volatility of 48.14%, (ii) a
risk-free rate of return based on a 10-year U.S. Treasury rate at the time
of grant of 6.99% and (iii) an option exercise term of ten years. The
estimated values under that model for the stock options granted on December
30, 1994 are based on the assumptions that include (i) a stock price
volatility of 48.14%, (ii) a risk-free rate of return based on a 10-year
U.S. Treasury rate at the time of grant of 7.82% and (iii) an option
exercise term of ten years. No adjustments were made for the
non-transferability of the options
</TABLE>
<PAGE> 4
2
or to reflect any risk of forfeiture prior to vesting. The Securities and
Exchange Commission requires disclosure of the potential realizable value
or present value of each grant. The Company's use of the Black-Scholes
model to indicate the present value of each grant is not an endorsement of
this valuation, which is based on certain assumptions, including the
assumption that the option will be held for the full ten-year term prior to
exercise.
<TABLE>
The following table provides information regarding the exercise of
stock options during 1994 by certain individuals and the year-end value of
unexercised options for certain individuals.
AGGREGATED OPTIONS/SAR EXERCISES IN 1994 AND YEAR-END OPTION/SAR VALUES
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT YEAR-END (#) IN-THE-MONEY OPTIONS/SARS ($)
---------------------------- -----------------------------
SHARES ACQUIRED VALUE
NAME ON EXERCISE (#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
A.E. Benton 0 $0 551,667 383,333 $1,428,834 $547,917
William H. Gumma 0 $0 217,367 158,333 506,002 226,042
David H. Pratt 0 $0 113,333 36,667 359,633 84,167
</TABLE>
EMPLOYMENT AGREEMENTS
In June 1992, the Board of Directors approved employment agreements with
certain key employees of the Company (the "Employment Agreements"), which
contain severance provisions in the event of a change in control of the
Company. The Company has entered into similar agreements with other officers
and key employees.
Pursuant to each Employment Agreement, in the event of a proposed change in
control (as defined in the Employment Agreement), the employee has agreed to
remain with the Company until the earliest of (a) 180 days from the occurrence
of such proposed change in control, (b) termination of the employee's
employment by reason of death or disability (as defined in the Employment
Agreement), or (c) the date on which the employee first becomes entitled to
receive benefits under the Employment Agreement by reason of disability or
termination of his employment following a change in control. Except for this
agreement by the employee to so remain employed by the Company, the Company or
the employee may terminate the employee's employment prior to or after a change
in control either immediately or after certain notice periods, subject to the
Company's obligation to provide benefits specified in the Employment Agreement.
Each Employment Agreement is for a period of either two or three years. In the
event of a change in control, the term of the Employment Agreements will
continue in effect for a period not less than 24 months after such change in
control, subject to certain exceptions described therein. Following a change
in control of the Company and for a period of 24 months after such event, if
the employee is terminated without cause (as defined in the Employment
Agreement) or if employment is terminated by the employee for good reason (as
defined in the Employment Agreement), the employee is entitled to a cash
severance payment equal to three times his annual base salary at the rate in
effect prior to termination. The employee, and his dependents, will also be
entitled to participate in all life, accidental death, medical and dental
insurance plans of the Company in which the employee was entitled to
participate at termination for a period of up to two years (and up to seven
years in certain circumstances). However, such amounts will not be payable if
termination is due to death, normal retirement, permanent disability, or
voluntary action of the employee other than for good reason (as defined in the
Employment Agreement), or by the Company for cause (as defined in the
Employment Agreement) or if such payment is not deductible by the Company as a
result of the operation of Section 280G of the Internal Revenue Code, as
amended.
Messrs. Benton, Gumma and Pratt each entered into Employment Agreements for
terms of three years on June 26, 1992. Pursuant to the terms of the
agreements, Mr. Benton's initial base salary was $165,000, Mr. Gumma's initial
base salary was $105,000 and Mr. Pratt's initial base salary was $90,000. For
1994, Mr. Benton's annual base salary was $250,000, Mr. Gumma's annual base
salary was $175,000 and Mr. Pratt's annual base salary was $110,000. Salaries
are reviewed annually and bonuses are within the discretion of the Board of
Directors.
<PAGE> 5
3
REMUNERATION OF DIRECTORS
Directors are elected at the annual stockholders' meeting and hold office until
the next annual stockholders' meeting and until their successors are elected
and qualified. Directors who are not Company officers are paid a fee of $2,000
for each Board meeting attended, $500 for each committee meeting attended and
$250 for participation in telephonic meetings. Directors are reimbursed for
all travel and related expenses. Beginning July 1995, in addition to the fees
paid per meeting, each director who is not a Company officer will be paid an
annual retainer of $20,000.
Additionally, the Company's Director Stock Option Plan provides that each
person who is elected to serve as a non-employee director of the Company is
annually and automatically granted an option to purchase 10,000 shares of
Common Stock at an exercise price equal to the market price on the date of
grant.
During 1994, Mr. Wray served as a consultant to the Company to provide
financial advice. In consideration of such services, the Company paid Mr. Wray
an aggregate of $208,872 during 1994, paid moving expenses of $5,257 and
reimbursed Mr. Wray for all travel and business related expenses. The Company
has provided Mr. Wray with use of a Company car for 1995. See Item 13.
Certain Relationships and Related Transactions.
<PAGE> 6
4
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Carpinteria, State of California, on the 11th day of July, 1995.
BENTON OIL AND GAS COMPANY
--------------------------
(Registrant)
By /s/David H. Pratt
-----------------------
David H. Pratt,
Vice President - Finance,
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on the 11th day of July, 1995,
on behalf of the Registrant in the capacities indicated:
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/A. E. Benton President, Chairman and
----------------------------------------------- Director
A. E. Benton
(Principal Executive Officer)
/s/David H. Pratt Vice President - Finance
-----------------------------------------------
David H. Pratt
(Principal Financial Officer)
/s/Chris C. Hickok Vice President - Controller
----------------------------------------------
Chris C. Hickok
(Principal Accounting Officer)
/s/Bruce M. McIntyre Director
--------------------------------------------
Bruce M. McIntyre
/s/Michael B. Wray Director
---------------------------------------------
Michael B. Wray
/s/Richard W. Fetzner Director
--------------------------------------------
Richard W. Fetzner
</TABLE>
