<PAGE> 1
- --------------------------------------------------------------------------------
FORM 10-K/A
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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 [NO FEE REQUIRED]
For the transition period from __________ to ___________
Commission file number 1-10727
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 NO.)
INCORPORATION OR ORGANIZATION)
1145 EUGENIA PLACE, SUITE 200, CARPINTERIA, CA 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:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- ------------------------
COMMON STOCK, $.01 PAR VALUE NYSE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK PURCHASE WARRANTS, $11.00 EXERCISE PRICE.
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
Approximate aggregate market value of common stock held by
non-affiliates of the registrant: $340,968,947, computed on the basis of
$11.8125 per share, closing price of the common stock on the NYSE on March 25,
1998.
There were 29,521,396 shares of the registrant's Common Stock, $.01 par
value, outstanding as of March 25, 1998.
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. [ ]
<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below is information regarding the Company's directors,
executive officers and certain key employees:
<TABLE>
<CAPTION>
NAME AGE POSITION
---------------------- --- -------------------------------------------------------------------
<S> <C> <C>
A.E. Benton 55 President, Chairman of the Board, Chief Executive Officer, Director
Michael B. Wray 62 Vice Chairman of the Board, Director
E. Sven Hagen 41 Senior Vice President - Exploration and Production
James M. Whipkey 40 Senior Vice President, Chief Financial Officer and Treasurer
Chris C. Hickok 40 Vice President - Controller, Chief Accounting Officer
Linda Blount-Strauss 57 Vice President - Corporate Communications/Investor Relations
Jennifer J. Young 51 Vice President - Human Resources
Bruce M. McIntyre 70 Director
Richard W. Fetzner 69 Director
Garrett A. Garrettson 54 Director
</TABLE>
A. E. BENTON
A. E. Benton, founder of the Company, was elected President of the Company in
February 1998, and was first elected Chief Executive Officer and Chairman of the
Board of the Company in September 1988. He has served as director of the Company
since September 1988. From 1986 to October 1988, Mr. Benton was employed as
president and director of Benton Petroleum Company. From 1981 to 1986, Mr.
Benton was employed by May Petroleum Inc., becoming its senior vice president of
exploration. From 1979 to 1981, Mr. Benton was employed by TransOcean Oil
Company and, upon TransOcean's acquisition by Mobil Oil Corporation, he was
employed by another subsidiary of Mobil Oil Corporation as manager of
geophysics. He was employed from 1968 to 1979 by Amoco Oil Company in various
positions, including director of applied geophysical research. Mr. Benton has a
B.S. degree in geophysics from California State University.
MICHAEL B. WRAY
Michael B. Wray was first elected Vice Chairman of the Company in February 1998.
He served as President and Treasurer of the Company from January 1996 to
February 1998. He served as Chief Financial Officer of the Company from January
1996 to August 1997. He has served as director of the Company since November
1988. From January 1994 through December 1995, Mr. Wray served as a consultant
to the Company. From January 1992 until July 1993, Mr. Wray served as vice
president-finance and administration of Del Mar Operating, Inc. From 1985
through 1991, Mr. Wray served as an independent financial consultant to oil and
gas exploration and production companies. From 1979 to 1985, Mr. Wray served as
a senior financial officer of Guardian Oil Company, Huffco Petroleum Corporation
and May Petroleum, Inc. Prior to that time, Mr. Wray worked for over 15 years in
New York as an investment banker, security analyst and officer in various
investment firms including Donaldson, Lufkin & Jenrette, Inc., Drexel & Co. and
L.F. Rothschild & Co. Mr. Wray began his career as an attorney with Morgan,
Lewis & Bockius in Philadelphia. Mr. Wray holds a B.A. degree from Amherst
College and a law degree from Columbia Law School.
E. SVEN HAGEN
E. Sven Hagen was first appointed gulf coast geologist in March 1990, was
elected Vice President-Exploration and Development in July 1995 and was elected
Senior Vice President - Exploration and Production in October 1997. From March
1987 to February 1990, Mr. Hagen was employed by Shell Oil Company as an
exploration geologist responsible for the technical evaluation of the oil and
gas potential of West Africa salt basins including Angola, Congo, Gabon and
Namibia. From December 1985 to February 1987, Mr. Hagen was employed by Standard
Oil Production Company as an Exploration Geologist. Mr. Hagen holds a B.A.
degree in geology from the University of California at Santa Barbara and a Ph.D.
in geology from the University of Wyoming.
2
<PAGE> 3
JAMES M. WHIPKEY
James M. Whipkey was first elected Senior Vice President and Chief Financial
Officer of the Company in August 1997 and was elected Treasurer in March 1998.
From 1995 to 1997, Mr. Whipkey was employed by Lehman Brothers, Inc. as Senior
Equity Analyst in the Oil and Gas Sector. From 1993 to 1995, he was employed by
Kidder, Peabody & Co. as an investment banker. Mr. Whipkey was an energy
derivatives specialist at Phibro Energy, Inc. from 1989 to 1992, and a futures
broker and commercial lender at First Chicago from 1985 to 1989. He was employed
from 1980 to 1985 by Amoco Production Company as a petroleum engineer. Mr.
Whipkey has a B.S. degree in petroleum and natural gas engineering from the
Pennsylvania State University and an M.B.A. from the University of Chicago.
CHRIS C. HICKOK
Chris C. Hickok was first appointed controller in November 1991 and was elected
Vice President-Controller and Chief Accounting Officer in January 1995. From
March 1979 to September 1991, Mr. Hickok was employed by Mission Resources, Inc.
and held various positions in the accounting and finance department including
financial analyst, assistant controller and controller. Mr. Hickok holds a B.S.
degree in business administration from California State University at Hayward
and is a Certified Management Accountant.
LINDA BLOUNT-STRAUSS
Linda Blount-Strauss was first appointed manager of investor relations in
January 1996 and was elected Vice President - Corporate Communications/Investor
Relations in October 1997. Ms. Blount-Strauss was employed by West One Bancorp
from June 1991 to January 1996 as Vice President - Corporate
Communications/Investor Relations. Ms. Blount-Strauss began her career at Lear
Siegler, Inc. as Manager of Investor Relations where she served for seventeen
years. She served as a member of the Board of Directors of the National Investor
Relations Institute for four years. Ms. Blount-Strauss holds a B.A. in Business
Administration from the University of Washington.
JENNIFER J. YOUNG
Jennifer J. Young was first appointed Manager of Human Resources in October 1996
and was elected Vice President - Human Resources in October 1997. From April
1995 to October 1996, Ms. Young was self-employed as a healthcare insurance
agent, human resources consultant, and mediator/arbitrator of business disputes.
From April 1988 to April 1995, Ms. Young was employed by West One Bancorp,
headquartered in Boise, Idaho, as Compensation and Benefits Manager. From March
1974 to April 1988, Ms. Young was employed by InterFirst Bank Dallas. From
November 1970 to March 1974, Ms. Young was employed by Mobil Oil Corporation in
Dallas, Texas as an employee relations assistant. Ms. Young graduated with
distinction from Purdue University with a B.A.
BRUCE M. MCINTYRE
Bruce M. McIntyre has served as director of the Company since November 1988. Mr.
McIntyre is a private investor and a consultant in the oil and gas industry. He
also serves in a management capacity with several small, private companies in
the energy field. He currently serves as a director of MSC Corp., a private
company which manages oil wells in Illinois. From 1981 to 1984, Mr. McIntyre
served as president of Rocky Mountain Exploration Company, ultimately
negotiating its merger into Carmel Energy, Inc., on whose board of directors he
served until March 1986. Prior to that time, Mr. McIntyre held various
management positions with C&K Petroleum, Inc. (now ENSTAR Petroleum, Inc.),
Jenney Oil Company and Sinclair Oil & Gas Company. Mr. McIntyre is a graduate of
Harvard College and the Harvard University Graduate School of Business
Administration.
RICHARD W. FETZNER
Richard W. Fetzner has served as director of the Company since May 1990. In
September 1997, Dr. Fetzner retired as associate professor of business
administration at California Lutheran University in Thousand Oaks, California
where he had taught since 1989. From 1984 to 1989, Dr. Fetzner served in various
academic capacities at the University of Singapore and California Lutheran
University and was a consultant to the World Bank. From 1979 to 1984, Dr.
Fetzner served as group vice president of Sun Company, Inc. and president of Sun
Exploration and Production Company in Dallas, Texas. From 1958 to 1979, he
served in various management and professional positions with Sun Oil Company and
its subsidiaries including president of Sun International, Inc. and Sun Marine
Transport, Inc. Dr. Fetzner holds a B.A. from Augustana College, an M.S. in
geology from the University of Wisconsin, a Ph.D. in geology and economics from
the University of Wisconsin and an M.B.A. from Drexel University.
3
<PAGE> 4
GARRETT A. GARRETTSON
Garrett A. Garrettson has served as director of the Company since his
appointment to fill a vacancy created by the Board in January 1996. In 1996, Mr.
Garrettson was elected chief executive officer and president of Spectrian
Corporation, a publicly held company which is a leading independent supplier of
high-power amplifiers to the wireless communications industry. In 1995, Mr.
Garrettson was elected as chairman, chief executive officer and president of
Contract Recording Technology, Inc. In addition, since 1993, he has served as
president and chief executive officer of Censtor Corporation. From 1989 to 1993,
Mr. Garrettson served as Vice President of Seagate Technology; and from 1986 to
1989, Mr. Garrettson served as vice president of Imprimis Technology, a
wholly-owned subsidiary of Control Data Corporation. Prior to that time, after
serving in the United States Navy and Naval Reserves, Mr. Garrettson held
various positions with Hewlett Packard Company, including laboratory director,
department manager, project manager, and research engineer. Mr. Garrettson
graduated from Stanford University with a B.S. and M.S. in engineering physics,
and a Ph.D. in mechanical engineering.
4
<PAGE> 5
<TABLE>
ITEM II. EXECUTIVE COMPENSATION
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------ ------------
OTHER ALL OTHER
NAME AND SALARY BONUS COMPENSATION OPTIONS/SARS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
A. E. Benton, 1997 $485,000 $200,000 (2) 200,000 $1,935(3)
Chief Executive Officer (1) 1996 425,000 100,000 125,000 1,157
1995 279,000 50,000 125,000 460
Michael B. Wray 1997 400,000 50,000 (2) 30,000 $3,019(3)
President (4) 1996 380,000 50,000 200,000 2,821
Joseph C. White 1997 233,000 0 (2) 65,000 $5,418(3)
Vice President - Operations (5) 1996 135,000 10,000 10,000 4,884
1995 116,000 20,000 15,000 902
E. Sven Hagen 1997 170,000 50,000 (2) 50,000 $ 439(3)
Senior Vice President - 1996 115,000 15,000 15,000 373
Exploration and Production 1995 98,000 20,000 35,000 81
James M. Whipkey 1997 108,100 150,000 (2) 100,000 $ 16(3)
Senior Vice President -
Chief Financial Officer
and Treasurer (6)
</TABLE>
(1) Mr. Benton was elected President of the Company in February 1998.
(2) The aggregate amount of prerequisite compensation to be reported herein
is less than the lesser of either $50,000 or 10% 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.
(3) Represents premiums paid by the Company with respect to term life
insurance for the benefit of the named executive officer.
(4) Mr. Wray was elected President of the Company in January 1996. During
1995, Mr. Wray provided consulting services to the Company. See
"Certain Relationships and Related Transactions." Mr. Wray resigned as
President of the Company in February 1998.
(5) Mr. White resigned as Vice President - Operations of the Company in
April 1998.
(6) Mr. Whipkey was elected Senior Vice President and Chief Financial
Officer of the Company in August 1997. In connection with his
employment with the Company, Mr. Whipkey was reimbursed an aggregate of
$5,465 for relocation expenses (not reflected in table). Of the bonus
reported, $100,000 reflects the signing bonus paid to Mr. Whipkey upon
employment with the Company.
5
<PAGE> 6
The following table shows information concerning options to purchase
Common Stock granted to certain individuals during 1997.
<TABLE>
<CAPTION>
% OF TOTAL GRANT
OPTIONS/SARS DATE
GRANTED TO EXERCISE OR PRESENT
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION VALUE
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE ($)(1)
------------------ ------------ ------------ ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
A.E. Benton 200,000 23.3% $ 11.875 12/30/07 $1,686,540
Michael B. Wray 30,000 3.5% $ 11.875 12/30/07 $ 252,981
Joseph C. White 65,000 7.6% $15.3125 09/16/07 $ 718,380
E. Sven Hagen 50,000 5.8% $15.3125 09/16/07 $ 552,600
James M. Whipkey 100,000 11.6% $14.5625 08/04/07 $1,048,320
</TABLE>
(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 value under that model for the stock option
granted on August 4, 1997 is based on the assumptions that include (i) a stock
price volatility of 54%, (ii) a risk-free rate of return based on a 10-year U.S.
Treasury rate at the time of grant of 6.36%, and (iii) an option exercise term
of ten years. The estimated values under that model for the stock options
granted on September 16, 1997 are based on the assumptions that include (i) a
stock price volatility of 54%, (ii) a risk-free rate of return based on a
10-year U.S. Treasury rate at the time of grant of 6.48%, and (iii) an option
exercise term of ten years. The estimated values under that model for the stock
options granted on December 30, 1997 are based on the assumptions that include
(i) a stock price volatility of 54%, (ii) a risk-free rate of return based on a
10-year U.S. Treasury rate at the time of grant of 5.75%, and (iii) an option
exercise term of ten years. No adjustments were made for the non-transferability
of the options 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.
The following table provides information regarding the exercise of stock options
during 1997 by certain individuals and the year-end value of unexercised options
for certain individuals.
6
<PAGE> 7
<TABLE>
AGGREGATED OPTIONS/SAR EXERCISES IN 1997 AND YEAR-END OPTION/SAR VALUES
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY
YEAR-END(#) OPTIONS/SARS($)
----------------------------- -----------------------------
SHARES VALUE
NAME ACQUIRED ON REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------- EXERCISE(#) ($) ----------- ------------- ----------- -------------
----------- --------
<S> <C> <C> <C> <C> <C> <C>
A.E. Benton 0 0 1,060,000 325,000 5,431,438 212,500
Michael B. Wray 0 0 156,667 163,333 651,900 31,875
Joseph C. White 0 0 53,333 76,667 222,500 0
E. Sven Hagen 0 0 93,333 71,667 343,612 1,650
James M. Whipkey 0 0 0 100,000 0 0
</TABLE>
EMPLOYMENT AGREEMENTS
In June 1995, 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 an additional 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 following 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.
Mr. Benton entered into an employment agreement for a term of three
years on June 26, 1995. Dr. Hagen entered into an employment agreement for a
term of three years on April 26, 1995. Pursuant to the employment agreements,
Mr. Benton's annual base salary was $300,000 and Dr. Hagen's annual base salary
was $100,000. On December 20, 1995, Dr. Hagen's annual base salary was increased
to $115,000. On January 3, 1996, Mr. Benton's annual base salary was increased
to $425,000. On December 16, 1996, Mr. Benton's annual base salary was increased
to $485,000 and Dr. Hagen's annual base salary was increased to $250,000. Mr.
Wray entered into an employment agreement for a term of three years on January
3, 1996. Pursuant to the agreement, Mr. Wray would serve as President with an
annual base salary of $380,000. In December 1996, Mr. Wray's annual base salary
was increased to $400,000. In February 1998, Mr. Wray resigned as President and
was elected Vice Chairman of the Company. Mr. White entered into an employment
7
<PAGE> 8
agreement for a term of three years on May 16, 1997, at an annual base salary of
$185,000. Mr. White's annual base salary was increased to $290,000 with an
expatriate bonus of $60,000 on October 6, 1997 when he was given the additional
title of First Deputy General Director of Geoilbent, Ltd. and relocated to
Russia. Mr. White resigned his positions with the Company in April 1998. Mr.
Whipkey entered into an employment agreement for a term of three years on August
5, 1997, at an annual base salary of $250,000. Salaries are reviewed annually
and bonuses are within the discretion of the Board of Directors.
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 an
annual retainer of $20,000 and 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.
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.
8
<PAGE> 9
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to (i) each
person known to the Company to be the beneficial owner of more than five percent
of the issued and outstanding shares of Common Stock of the Company as of April
30, 1998, (ii) the directors, (iii) certain of the executive officers, and (iv)
all officers and directors as a group. The Common Stock ownership information
includes current stockholdings, Common Stock subject to options under the
Company's stock option plans which are currently exercisable or exercisable
within 60 days and securities which are convertible into shares of Common Stock
within 60 days. No schedules 13D were filed with the Securities and Exchange
Commission reporting ownership of 5% or more as of December 31, 1997.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF SHARES BENEFICIALLY PERCENTAGE OF SHARES
BENEFICIAL OWNER OWNED BENEFICIALLY OWNED (1)
---------------------------------------------------------------------------------------------
<S> <C> <C>
A.E. Benton 1,660,000 (2) 5.42%
Michael B. Wray 225,967 (3) *
James M. Whipkey 0 *
Joseph C. White 13,333 (4) *
E. Sven Hagen 100,000 (5) *
Bruce M. McIntyre 84,000 (6) *
Richard W. Fetzner 71,667 (7) *
Garrett A. Garrettson 32,500 (8) *
All directors and executive officers as a group 2,226,301 (9) 7.14%
(9 persons)
</TABLE>
*Less than 1%
(1) The percentage of Common Stock is based upon 29,576,896 shares of
Common Stock outstanding as of April 30, 1998.
(2) Includes 1,060,000 shares subject to options which are currently
exercisable or exercisable within 60 days after April 30, 1998, under
the Company's stock option plans.
(3) Includes 206,667 shares subject to options which are currently
exercisable or exercisable within 60 days after April 30, 1998, under
the Company's stock option plans.
(4) Includes 13,333 shares subject to options which are currently
exercisable or exercisable within 60 days after April 30, 1998, under
the Company's stock option plans.
(5) Includes 100,000 shares subject to options which are currently
exercisable or exercisable within 60 days after April 30, 1998, under
the Company's stock option plans.
(6) Includes 80,000 shares subject to options which are currently
exercisable or exercisable within 60 days after April 30, 1998, under
the Company's stock option plans.
(7) Includes 71,667 shares subject to options which are currently
exercisable or exercisable within 60 days after April 30, 1998, under
the Company's stock option plans.
(8) Includes 20,000 shares subject to options which are currently
exercisable or exercisable within 60 days after April 30, 1998, under
the Company's stock option plans.
(9) Includes 1,590,001 shares subject to options which are currently
exercisable or exercisable within 60 days after April 30, 1998, under
the Company's stock option plans.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the New York Stock Exchange. Officers, directors and greater than
ten-percent shareholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during the last fiscal
year all filing requirements applicable to its officers, directors, and greater
than ten-percent beneficial owners were complied with except that one late
report was filed by Mr. Garrettson, covering one transaction.
9
<PAGE> 10
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On December 31, 1993, the Company guaranteed a loan made to Mr. A. E. Benton,
its Chief Executive Officer, for $300,000. In January 1994, the Company loaned
$800,000 to Mr. Benton with interest at prime plus 1.0%; in September 1994, Mr.
Benton made a payment of $207,014 against this loan. In December 1995, the
Company purchased a home from Mr. Benton for $1.73 million, based on two
independent appraisals, and from the proceeds Mr. Benton repaid the balance owed
to the Company of $592,986 plus accrued interest and a $300,000 loan guaranteed
by the Company. The Company sold the home in 1996 for $1.5 million. During 1996,
the Company loaned $268,154 to Mr. Benton at an interest rate of 6% for personal
expenses. During 1997, the Company loaned Mr. Benton a total of $1,514,149 on
various dates at an interest rate of 6% to cover margin calls and for personal
expenses. During 1998, the Company loaned a total of $618,301 to Mr. Benton on
various dates at an interest rate of 6% to cover margin calls, pay personal
taxes and for personal expenses. At April 30, 1998, the balance owed to the
Company was $2,489,985.
In June 1996, the Company loaned $600,000 to Mr. Wray, a director of
the Company, with interest at 6% for the purchase of a home. At April 30, 1998,
the outstanding balance owed to the Company was $667,266. In September, 1997,
the Company loaned $500,000 to Mr. Whipkey, the Company's Senior Vice President
and Chief Financial Officer, with interest at 6% for the purchase of a home, and
such loan is secured by a mortgage on his house. At April 30, 1998, the
outstanding balance owed to the Company was $518,493.
The Company has made loans to several of its officers, directors and
employees, with interest varying from 6% to prime plus 1%. At April 30, 1998, an
aggregate of seven officers, directors and employees owed an aggregate balance
of $3,777,292.
10
<PAGE> 11
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.
BENTON OIL AND GAS COMPANY
(Registrant)
Date: May 1, 1998 By: /s/ A. E. Benton
----------- ------------------------------
A.E. Benton
Principal Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
/S/ A. E. BENTON May 1, 1998
- ------------------------------------------------------
A.E. Benton,
Principal Executive Officer and Director
/S/ JAMES M. WHIPKEY May 1, 1998
- ------------------------------------------------------
James M. Whipkey,
Principal Financial Officer
/S/ CHRIS C. HICKOK May 1, 1998
- ------------------------------------------------------
Chris C. Hickok,
Principal Accounting Officer
/S/ BRUCE M. MCINTYRE May 1, 1998
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Bruce M. McIntyre, Director
/S/ GARRETT A. GARRETTSON May 1, 1998
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Garrett A. Garrettson, Director
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