<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 1, 1999
BENTON OIL AND GAS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-10762 77-0196707
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
6267 Carpinteria Avenue, Suite 200
Carpinteria, California 93013
(Address of principal executive offices, with zip code)
Registrant's telephone number, including area code: (805) 566-5600
<PAGE> 2
ITEM 5. OTHER EVENTS.
Attached hereto as Appendix A and incorporated herein by this reference
is the Company's press release related to the creation of the Office of the
Chief Executive and the resignation of A.E. Benton from his positions as
Chairman, Chief Executive Officer and President, such release disseminated on
September 1, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statement of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
None.
<PAGE> 3
SIGNATURES
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 on this 1st day of September, 1999.
BENTON OIL AND GAS COMPANY
By: /s/ James M. Whipkey
----------------------------------
James M. Whipkey
Senior Vice President and Chief
Financial Officer
<PAGE> 4
APPENDIX A
BENTON OIL AND GAS COMPANY ANNOUNCES
NEW OFFICE OF THE CHIEF EXECUTIVE
(For Immediate Release)
CARPINTERIA, California - September 1, 1999 - Benton Oil and Gas Company
(NYSE:BNO) announced today that A.E. Benton has decided to resign his positions
as Chairman, CEO and President, effective immediately. Concurrently, he has
assumed responsibility for the Company's Russian operations, Geoilbent and
Arctic Gas, and will remain a member of the Board of Directors. The Company will
immediately commence a search for a new Chief Executive Officer, and will
consider candidates both within and outside of the Firm.
In response to today's action, the Board of Directors, in a unanimous decision,
has formed an Office of the Chief Executive to oversee the day-to-day running of
the Company's operations, effective immediately. Directors Bruce M. McIntyre and
Michael B. Wray will constitute the newly formed Office of the Chief Executive.
Mr. McIntyre and Mr. Wray jointly stated that the Company will actively pursue
opportunities to fully develop the Company's assets while diligently seeking a
new CEO who is committed to enhancing shareholder value. In the interim, the
Board will move decisively to take those actions that are necessary and prudent
in its pursuit of increased shareholder value.
Mr. McIntyre, with 47 years of experience in the oil and gas industry, has been
a board member since September 1988 and 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, and currently serves as a
director of MSC Corp., a private company that manages oil wells in Illinois.
Mr. Wray, with 25 years in the industry and a board member since November 1988,
has been Vice Chairman of the Company since February 1998. He served as
President of the Company from January 1996 to February 1998 and as Chief
Financial Officer from January 1996 to August 1997. From January 1994 through
December 1995, Mr. Wray served as a consultant to the Company.
The Company will hold a teleconference call today, September 1, 1999 at 10:00
a.m. Pacific Time. If you would like to participate, please call 1-800-289-0517
(teleconference identification number 770233) ten minutes prior to the start of
the teleconference call.
Benton Oil and Gas Company, headquartered in Carpinteria, California, is an
independent oil and gas exploration and development company with operations
worldwide.
CONTACT: Benton Oil and Gas Company
James M. Whipkey
Senior Vice President and Chief Financial Officer
805-566-5600
<PAGE> 5
This press release may contain "Forward-Looking Statements" within the meaning
of Section 27A of the Securities Act and Section 21E of the Exchange Act. All
statements other than statements of historical facts included in this release
may constitute forward-looking statements. Although the Company believes that
the expectations reflected in such forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.
Actual results may differ materially from the Company's expectations due to
changes in operating performance, project schedules, oil and gas demands and
prices, and other technical and economic factors.
###
