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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
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 1-10652
CONVEST ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 76-0312028
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2401 FOUNTAIN VIEW DRIVE, SUITE 700, HOUSTON, TEXAS 77057
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 780-1952
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
COMMON STOCK, $.01 PAR VALUE AMERICAN STOCK EXCHANGE
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 [ ]
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|
At March 14, 1997, there were 10,445,902 outstanding shares of Common
Stock, and the aggregate value of the voting stock held by nonaffiliates was
approximately $16.4 million.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
- 1 -
<PAGE>
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table identifies the directors and executive officers of
the Company:
Director or
Name Age Position(s) (1) Officer Since
---- --- --------------- -------------
Michael Y. McGovern 45 Chairman of the Board and November 1994
Chief Executive Officer
Timothy J. Andrews (2) 37 Director November 1994
E. Murray Gullatt (3) 62 Director June 1990
Vernon T. Jones, Sr. (3) 67 Director November 1994
Franklin Myers (2)(3) 44 Director June 1990
Leonard B. Rosenberg (2) 69 Director June 1995
Mark E. Ferchau 43 Vice President- Engineering January 1995
Dennis Fruge 48 Vice President - Land January 1997
Steven G. Ives 34 Assistant Controller January 1997
and Treasurer
Rodney D. Kubicek 40 Vice President - Acquisitions January 1995
and Divestitures
David D. Rochna 61 Vice President - Exploration March 1996
Paulanna L. Wilkinson 38 Assistant Controller January 1997
- ---------------------------------------
(1) Directors of the Company are elected annually at the annual meeting of
stockholders and serve until their successor is elected and qualified. The
executive officers of the Company are elected annually by, and serve at the
pleasure of, the Board of Directors for one year or until their successors
are elected and qualified.
(2) Member of the Audit Committee of the Board of Directors of which Mr. Myers
is the Chairman.
(3) Member of the Compensation Committee of the Board of Directors of which Mr.
Gullatt is the Chairman.
Set forth below is a brief description of the business experience of
the directors and executive officers of the Company.
DIRECTORS
MICHAEL Y. MCGOVERN. Mr. McGovern has been a director of the Company
since November 1994, and Chairman of the Board and Chief Executive Officer of
the Company since June 1995. In addition, Mr. McGovern has served since July
1993 as Chairman of the Board and Chief Executive Officer of Edisto Resources
Corporation ("Edisto") which holds approximately 73% of the outstanding Common
Stock of Convest. Mr. McGovern previously served as the President and Chief
Executive Officer and as a director of American Natural Petroleum Company
("ANPC"), a Houston-based oil and gas exploration and production company and a
natural gas marketer, from December 1989 until its sale in July 1993. Mr.
McGovern served as a director from March 1992 to December 1995
- 2 -
<PAGE>
of Ironstone Group, Inc. ("Ironstone"), the majority stockholder of ANPC prior
to its sale, and was President of Ironstone from January 1993 to July 1993.
TIMOTHY J. ANDREWS. Mr. Andrews has been a director of Convest since
November 1994. Since April 1995, Mr. Andrews has been a Senior Vice President of
Oaktree Capital Management, LLC ("Oaktree"), an investment management firm. From
June 1989 to April 1995, Mr. Andrews was a Vice President of TCW Asset
Management Company, an affiliate of the TCW Group, Inc. The TCW Group, Inc. and
its affiliates (collectively "TCW") are investment managers of funds and
accounts which beneficially own approximately 52% of the outstanding Common
Stock of Edisto, which in turn owns approximately 73% of the outstanding Common
Stock of Convest. Oaktree provides investment analytical support to certain TCW
funds and accounts that hold Edisto Common Stock. Mr. Andrews has served as a
director of Edisto since June 1993, and is serving on the Convest Board at the
request of Edisto.
E. MURRAY GULLATT. Mr. Gullatt has been a director of Convest since
June 1990. Mr. Gullatt has been an independent business consultant for more than
five years. He previously served as Chairman and Chief Executive Officer of
Southport Exploration, Inc., located in Tulsa, Oklahoma, from 1974 through 1981.
VERNON T. JONES, SR. Mr. Jones has been a director of Convest since
November 1994. Mr. Jones retired in 1992 as Vice Chairman of the Williams
Companies of Tulsa, Oklahoma, where he held numerous offices from 1979 to 1993,
including President of Williams Pipeline Company and President and Chief
Operating Officer of the Williams Companies. Mr. Jones also served as Chairman
of the KERN River Pipeline Partnership and Chairman of Wiltel, a
telecommunications affiliate of the Williams Companies, from 1985 to 1992. Mr.
Jones has served as a director of Edisto since June 1993, and is serving on the
Convest Board at the request of Edisto.
FRANKLIN MYERS. Mr. Myers has been a director of Convest since June
1990. Mr. Myers has been Senior Vice President, Corporate Secretary and General
Counsel of Cooper Cameron Corporation since April 1995. Cooper Cameron
Corporation is a multinational company engaged in designing, manufacturing,
marketing and servicing petroleum production equipment and compression and power
equipment for the oil and gas drilling, production and transmission markets and
for the nonutility power generation, process and industrial markets. From
January 1988 to April 1995, Mr. Myers was employed by Baker Hughes Incorporated
where he served as Vice President and General Counsel from January 1988 to
December 1994 and as Senior Vice President and General Counsel from December
1994 to April 1995. Baker Hughes Incorporated is one of the world's largest oil
field service companies. Mr. Myers also is a director of Reunion Industries,
Inc., a publicly-held plastics manufacturing company headquartered in Stamford,
Connecticut.
LEONARD B. ROSENBERG. Mr. Rosenberg became a director of Convest in
June 1995. Mr. Rosenberg is a private investor and attorney. Since 1993, he has
been "Of Counsel" to the Houston, Texas law firm of Snell & Smith, P.C. and for
the four years prior was "Of Counsel" to the Houston law firm of Butler & Binion
L.L.P. Mr. Rosenberg is a director of General Homes Corporation and Enterprise
Products Company, as well as of the University of Houston Law Foundation, a
non-profit corporation. Mr. Rosenberg has served as a director of Edisto since
May 1994, and is serving on the Convest Board at the request of Edisto.
Messrs. McGovern, Andrews and Jones became directors of Convest in
November 1994 in connection with the purchase by Edisto of a 31% interest in
Convest from affiliates of Windsor Energy Corporation. Mr. Rosenberg became a
director of Convest in June 1995, and the Convest Board was reduced to seven
members, in connection with a transaction with Edisto whereby Edisto increased
its interest in Convest from 31% to 72%. SEE "Relationship with Edisto Resources
Corporation" in Item 13 below.
- 3 -
<PAGE>
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
MARK E. FERCHAU. Mr. Ferchau has been Vice President - Engineering of
the Company since January 1995. From August 1993 to December 1994, Mr. Ferchau
served in various engineering capacities with Convest, including General
Manager, Eastern U.S./Mid Continent and Gulf Coast from December 1993 to
December 1994. From May 1990 through August 1993, Mr. Ferchau served as District
Operations Manager for Wagner & Brown, an independent oil and gas producer.
DENNIS D. FRUGE. Mr. Fruge has been Vice President - Land of the
Company since January 1997, and was Manager of the Land Department of the
Company from January 1996 to December 1996. From May 1992 to December 1995, Mr.
Fruge served as Senior Landman at the Company. Prior to joining Convest, Mr.
Fruge was employed by Huffco Petroleum Corporation and was engaged by various
independents and major oil companies on acquisition and land projects.
STEVEN G. IVES. Mr. Ives rejoined Convest as Assistant Controller -
Finance and Treasurer in January 1997, at which time he also began serving as
Vice President, Controller and Chief Accounting Officer of Edisto. Prior to
rejoining Convest, Mr. Ives served as Vice President of Encap Investments L.C.,
a Houston, Texas based investment banking firm, from July 1996 until December
1996. From June 1990 until July 1996, Mr. Ives served in various accounting
capacities with Convest, including Assistant Controller from February 1996 to
June 1996.
RODNEY D. KUBICEK. Mr. Kubicek has been Vice President - Acquisitions
and Divestitures of the Company since January 1995. From September 1988 to
December 1994, Mr. Kubicek served in various engineering capacities with Convest
and its affiliates, including Manager of Acquisitions from January 1990 to
December 1994. Prior to joining Convest, Mr. Kubicek served in various
engineering capacities with both major and independent oil and gas producers
since 1978.
DAVID A. ROCHNA. Mr. Rochna has served as Vice President - Exploration
of the Company since March 1996, and as Exploration Geologist from January 1990
to February 1996. Prior to joining Convest, Mr. Rochna was an independent oil
and gas geologist for approximately eight years.
PAULANNA L. WILKINSON. Ms. Wilkinson has been Assistant Controller -
Operations Accounting since February 1996, and served as Operations Accounting
Manager of Convest from February 1995 to January 1996. Ms. Wilkinson was
employed by Meridian Oil, Inc. in various positions from June 1984 to August
1994, most recently as Regional Operations Accounting Manager.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE.
Set forth below is information regarding the compensation for the years
ended December 31, 1996, 1995 and 1994 of (i) the Company's Chairman of the
Board and Chief Executive Officer, (ii) the four other most highly compensated
executive officers of the Company who were serving as executive officers at the
end of 1996, (iii) two former executive officers who would have been among the
Company's four most highly compensated executive officers but for the fact that
neither of them were serving as an executive officer at the end of 1996
(collectively, the "Named Executive Officers").
- 4 -
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------------------------------- ----------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS(#) COMPENSATION
- ---------------------------------------- ----- -------- -------- ---------- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael Y. McGovern .................... 1996 $142,083(2) $110,000(5) -- -- $ 11,752(6)
Chairman and Chief 1995 68,750(2) -- -- 112,924 $ 6,203
Executive Officer *1994 -- -- -- -- $ --
Mark E. Ferchau ........................ 1996 $ 97,900 $ 39,160(5) -- -- $ 6,759(7)
Vice President - Engineering 1995 $ 97,900 $ 15,000 -- 30,000 $ 4,238
*1994 -- -- -- -- $ --
Dennis D. Fruge ........................ 1996 $ 81,400 $ 34,000(5) -- 11,471 $ 5,934(7)
Vice President - Land *1995 -- -- -- -- $ --
*1994 -- -- -- -- $ --
Rodney D. Kubicek ...................... 1996 $ 98,100 $ 39,240(5) -- -- $ 6,769(7)
Vice President - Acquisitions and 1995 $ 98,100 $ 4,000 -- 15,000 $ 4,415
Divestitures *1994 -- -- -- -- $ --
David A. Rochna ........................ 1996 $ 96,040 $ 38,416(5) -- 15,000 $ 6,666(7)
Vice President - Exploration *1995 -- -- -- -- $ --
*1994 -- -- -- -- $ --
Richard T. Howell (3) .................. 1996 $176,384 -- -- -- $130,507(8)
Former President and Chief 1995 $262,200 -- -- 133,000 $144,411(8)
Operating Office 1994 $246,250 -- -- 54,000 $ 6,930
Gary L. Pittman (4) .................... 1996 $131,250 -- -- -- $ 40,810(9)
Former Executive Vice President 1995 $150,000 $ 15,000 -- 64,727 $ 90,895
and Chief Financial Officer *1994 -- -- -- -- $ --
</TABLE>
- ----------
* Not considered an Executive Officer, or not an employee of the Company,
during this year.
(1) Excludes perquisites and other personal benefits unless the aggregate
amount of such compensation exceeded the lesser of $50,000 or 10% of the
total of annual salary and bonus reported for the Named Executive Officer.
(2) Michael Y. McGovern became Chairman and Chief Executive Officer of the
Company in June 1995. Prior to becoming Chairman and Chief Executive
Officer, Mr. McGovern received $10,000 in director's's fees during 1995.
From July 1995 to November 1996, Mr. McGovern's annual base salary
($275,000) and benefits were shared equally between the Company and Edisto.
Effective December 1, 1996, after Edisto sold its gas marketing operations,
Mr. McGovern's base salary and benefits have been apportioned 70% to
Convest and 30% to Edisto.
(3) Mr. Howell resigned as President and Chief Operating Officer of the Company
effective August 31, 1996. Under his severance arrangement with the
Company, Mr. Howell will continue to receive his annual salary of $262,000
through October 1997.
(4) Mr. Pittman resigned as Executive Vice President and Chief Financial
Officer of the Company effective November 15, 1996. Under his severance
arrangement with the Company, Mr. Pittman will continue to receive his
annual salary of $150,000 through November 1997.
- 5 -
<PAGE>
(5) In accordance with the Company's Bonus Plan for 1996, Mr. McGovern's bonus
was paid 50% in cash and 50% in Convest Common Stock and the bonuses to the
other officers were paid 75% in cash and 25% in Convest Common Stock. The
shares of Bonus Stock were issued effective April 15, 1997 as follows:
No. Of Shares
-----
Mr. McGovern 9,167
Mr. Ferchau 1,632
Mr. Fruge 1,417
Mr. Kubicek 1,635
Mr. Rochna 1,601
(6) Mr. McGovern's total for 1996 includes Company contributions to the 401(k)
Plan of $3,744 and life insurance premium payments of $8,008.
(7) The total for 1996 represents Company contributions to the 401(k) Plan on
behalf of the named executive officer.
(8) Mr. Howell's total for 1996 includes (i) Company contributions to the
401(k) Plan of $9,364, (ii) severance payments of $108,333, (iii) life
insurance premium payments of $3,910, (iv) an automobile allowance of
$2,800, and (v) $6,100 for computer equipment transferred to Mr. Howell
upon his resignation. Mr. Howell's total for 1995 included a $131,000
payment for his agreement to forego certain severance rights and benefits
that would have been payable to him under the Company's severance policy in
effect prior to the transaction with Edisto in June 1995.
(9) Mr. Pittman's total for 1996 includes (i) severance payments of $18,750,
(ii) Company contributions to the 401(k) Plan of $9,364, (iii) life
insurance premium payments of $8,596, and (iv) $4,100 for computer
equipment transferred to Mr. Pittman upon his resignation.
STOCK OPTION GRANTS IN 1996
On June 3, 1996, the stockholders of the Company approved the 1995
Stock Incentive Plan (the "1995 Plan") which permits the Company to issue
options and pay stock bonuses to employees and to make formula option grants to
the non-employee directors of the Company. Options issued under the 1995 Plan
expire ten years from the date of grant.
The 1995 Plan is administered by the Compensation Committee
("Committee") of the Board of Directors. All determinations of the Committee are
made by a quorum of Committee members, each of whom must be a disinterested
person. The Committee has sole and complete authority and discretion to select
participants and grant options; determine the terms and conditions upon which
options are granted; determine whether an option is an incentive stock option or
a non-qualified stock option; and make all determinations deemed necessary or
advisable for the administration of the 1995 Plan. The Committee may, within
certain prescribed limits, modify, extend or renew outstanding options or accept
the surrender of outstanding options and authorize the grants of new options in
substitution therefor.
The following table sets forth information on the grants of options to
acquire shares of Common Stock made during the year ended December 31, 1996 to
the Named Executive Officers in the Summary Compensation Table.
- 6 -
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
---------------------- Potential
Realizable Value at
% of Total Assumed Annual
Number of Options Rates of Stock Price
Securities Granted to Appreciation
Underlying Employees Exercise or For Option Term(2)
Options in Fiscal Base Price Expiration ---------------------
Granted(1) Year ($/Sh) Date 5% 10%
-------- --------- --------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Michael Y. McGovern -- -- -- -- -- --
Mark E. Ferchau ... -- -- -- -- -- --
Dennis Fruge ...... 11,471 43% $ 5.31 2007 $ 38,325 $ 97,122
Rodney D. Kubicek . -- -- -- -- -- --
David A. Rochna ... 15,000 57% $ 5.31 2007 $ 50,115 $ 127,001
Richard T. Howell . -- -- -- -- -- --
Gary L. Pittman ... -- -- -- -- -- --
</TABLE>
(1) The options vest in increments of 33% on the first through third
anniversaries of the grant date.
(2) These amounts represent certain assumed rates of appreciation based on
annual compounding from the date of grant through the end of the option
term. Actual gains, if any, on stock option exercises and Common Stock
holdings depend on the future performance of the Common Stock and overall
stock market conditions. There can be no assurance that the stock
appreciation amounts reflected in this table will be achieved.
1996 OPTION EXERCISES AND YEAR-END OPTION HOLDINGS
The following table sets forth, with respect to the Named Executive
Officers in the Summary Compensation Table, information concerning the exercise
of stock options during the fiscal year ended December 31, 1996, and the fiscal
year-end value of unexercised options.
- 7 -
<PAGE>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTIONS
<TABLE>
<CAPTION>
Shares Number of Unexercised Value of Unexercised
Acquired on Value Options Held at In-the-Money Options at
Name Exercise Realized(1) December 31, 1996 December 31, 1996(1)
- ------------------- -------- ---------- --------------------------- -------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael Y. McGovern -- -- 28,231 84,693 $ 68,813 $ 206,439
Mark E. Ferchau ... -- -- 7,500 22,500 $ 18,281 $ 54,844
Dennis D. Fruge ... -- -- 882 14,118 $ 2,150 $ 10,754
Rodney D. Kubicek . -- -- 3,750 11,250 $ 9,141 $ 27,422
David A. Rochna ... -- -- 3,750 26,250 $ 9,141 $ 33,047
Richard T. Howell . 15,000 $ 36,563 118,000(2) -- $ 287,625 --
Gary L. Pittman ... -- -- 64,727(2) -- $ 157,772 --
</TABLE>
(1) An option is "in the money" if the market value of the Common Stock exceeds
the exercise price of the option. The value of the options set forth in
this column is based upon the difference between the closing price of
$5.6875 on the American Stock Exchange on December 31, 1996 and any lesser
exercise price.
(2) The options issued to Messrs. Howell and Pittman vested pursuant to their
severance arrangements and are exercisable for a period of one year from
the date of such arrangement.
COMPENSATION OF DIRECTORS
Non-employee directors receive $15,000 annually and $750 per meeting
attended. Directors who are members of the Audit Committee and the Compensation
Committee of the Board receive $400 for each committee meeting attended ($600 in
the case of a committee Chairman). In addition, the Company reimburses directors
for reasonable expenses incurred in connection with attending meetings. Timothy
J. Andrews has relinquished his rights to cash compensation, but is reimbursed
for his expenses incurred with attending meetings. In addition, non-employee
directors are eligible to receive $1,000 per day plus expenses when retained at
the request of the Chairman of the Board. The total of such fees was $3,000
during 1996.
Under the 1995 Plan, each non-employee director was granted stock
options for 10,000 shares of Common Stock on October 3, 1995 and additional
stock options for 5,000 shares of Common Stock on May 31, 1996. Each
non-employee director also receives an option for an additional 5,000 shares on
January 1 of each year thereafter in which the non-employee director is still
serving as a director. These stock options have a term of ten years and vest on
the first anniversary of the grant date. Mr. Andrews has relinquished his rights
to participate in the 1995 Plan.
SEVERANCE ARRANGEMENTS
HOWELL SEVERANCE. Effective August 31, 1996, Mr. Howell resigned as a
director and as the President and Chief Operating Officer of the Company. Under
the terms of Mr. Howell's severance arrangement, (i) he received lump sum
payments aggregating $34,709 in 1996, (ii) he will receive salary continuation
payments at an annual rate of $262,000 and benefits through October 22, 1997,
(iii) his 133,000 stock options vested in full and will be exercisable through
October 22, 1997, and (iv) he received personal computer equipment valued at
approximately $6,100.
PITTMAN SEVERANCE. Effective November 15, 1996, Mr. Pittman resigned as
Executive Vice President and Chief Financial Officer of the Company. Under the
terms of Mr. Pittman's severance arrangement, (i) he will receive salary
continuation payments at an annual rate of $150,000 and benefits through
November 15,
- 8 -
<PAGE>
1997, (ii) his 64,727 stock options vested in full and will be exercisable
through November 15, 1997, and (iii) he received personal computer equipment
valued at approximately $4,100.
SEVERANCE POLICY. The Company maintains a severance policy pursuant to
which, among other things, employees who the Company lays off or terminates due
to a reduction in force are eligible for one-month's salary for each complete
year of Company service up to a minimum of two month's salary and a maximum of
six-month's salary. Officers, however, receive a minimum severance payment in a
lump sum equal to six- month's salary and, subject to the approval of the Board
of Directors, can receive an additional severance payment of up to six-month's
salary.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In 1996, the Compensation Committee members were E. Murray Gullatt
(Chairman), Franklin Myers and Vernon T. Jones, Sr. Mr. Jones also is a member
of the Board of Directors of Edisto and serves as the Chairman of Edisto's
Compensation Committee. Mr. Gullatt and Mr. Myers have been members of the
Convest Board since 1990 and have no relationship with Edisto.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 28, 1997, the ownership of
Common Stock by (i) any person or group known by the Company to be the
beneficial owner of 5% or more of the Common Stock of the Company, (ii) each
director of the Company, (iii) the Chief Executive Officer, (iv) the Named
Executive Officers set forth in the Summary Compensation Table, and (v) all
executive officers and directors of the Company as a group. Under the rules of
the Securities and Exchange Commission, a person is deemed to own beneficially
all securities as to which that person owns or shares voting or investment
power, as well as all securities which such person may acquire within sixty days
through the exercise of currently available conversion rights, warrants or
options. Except as otherwise indicated, the stockholders listed in the table
below have sole voting and investment power with respect to the shares
indicated.
- 9 -
<PAGE>
<TABLE>
<CAPTION>
Amount And Nature Of
Beneficial Ownership
------------------------ Percentage
Name Capacities In Which Served Direct Options(1) Of Class
---- -------------------------- ------ ---------- --------
<S> <C> <C> <C> <C>
Edisto Resources Corporation N/A 7,598,771 -- 72.6%
2401 Fountain View Drive
Suite 700
Houston, TX 77057
Michael Y. McGovern Chairman and Chief Executive 9,167 28,231 *
Officer
Timothy J. Andrews Director 5,000 -- *
E. Murray Gullatt Director 1,000 15,000 *
Vernon T. Jones, Sr.(2) Director 2,000 15,000 *
Franklin Myers Director 2,000 15,000 *
Leonard B. Rosenberg Director 3,000 15,000 *
Mark E. Ferchau Vice President - Engineering 5,017 7,509 *
Dennis D. Fruge Vice President - Land 1,417 882 *
Rodney D. Kubicek Vice President - Acquisitions and 6,093 3,750 *
Divestitures
David A. Rochna Vice President - Exploration 1,601 3,750 *
Richard T. Howell Former President and Chief -- 74,900 *
Operating Officer
Gary L. Pittman Former Executive Vice President -- 64,727 *
and Chief Financial Officer
All Executive Officers and
Directors as a group (12
individuals) N/A 40,282 104,115 1.4%
</TABLE>
- ----------
* Less than 1%.
(1) Includes Company stock options that are exercisable or will become
exercisable by June 30, 1997.
(2) The shares for Vernon T. Jones, Sr. are held in a trust of which he is the
sole trustee and sole beneficiary during his lifetime.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10% of
the Company's Common Stock, to file with the Securities and Exchange Commission
reports of ownership and changes in ownership of Common Stock of the Company.
Executive officers, directors and greater than 10% shareholders are required by
SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on a review of the copies of such reports furnished to the
Company or written representations that no other reports were required, the
Company believes that, during the 1996 fiscal year,
- 10 -
<PAGE>
all filing requirements applicable to its officers, directors and greater than
10% beneficial owners were complied with.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Leonard B. Rosenberg is "Of Counsel" to the law firm of Snell & Smith,
P.C., which provided legal services to the Company in 1996 and is expected to
provide legal services to the Company in the future.
RELATIONSHIP WITH EDISTO RESOURCES CORPORATION
Edisto is the largest shareholder of the Company with 7,598,771 shares,
or approximately 73%, of the Company's Common Stock. The Company is a party to a
number of agreements and arrangements with Edisto, the material terms of which
are summarized below.
HISTORICAL RELATIONSHIP
In November 1994, Edisto purchased 1,321,371 shares of Common Stock, or
31%, of Convest from two subsidiaries of Windsor Energy Corporation, a former
affiliate of the Company. In connection with this purchase, three of Edisto's
directors, Michael Y. McGovern, Vernon T. Jones, Sr. and Timothy J. Andrews,
joined the Convest Board.
On June 26, 1995, Convest acquired the stock of Edisto's oil and gas
exploration and production subsidiary, Edisto Exploration & Production Company
("Edisto E&P"), from Edisto in exchange for 6,185,400 newly issued shares of
Convest's Common Stock and $10,000 in cash. The newly issued shares of Convest
Common Stock increased Edisto's interest in Convest from 31% to 72%. Upon the
closing of this transaction, Convest's Board was restructured so that (i)
Leonard B. Rosenberg, an existing Edisto director, joined the Convest Board,
(ii) the Convest Board was reduced to seven members, and (iii) two existing
Convest directors resigned, with the end result that Edisto's representatives
constituted a majority of the Convest Board. Also, Michael Y. McGovern, Edisto's
Chairman, became the Chairman and Chief Executive Officer of Convest.
In March 1996, the Board of Directors of Edisto authorized the open
market purchase of up to 1,160,000 shares of Common Stock of Convest from time
to time. The timing and amounts of purchases will be governed by applicable SEC
rules and market conditions. The purpose of the stock purchase is to increase
Edisto's ownership percentage of Convest to over 80% (on a fully diluted basis)
to allow Edisto and Convest to consolidate for tax purposes. Edisto has existing
net operating loss carryforwards that may be beneficial to Convest if the two
companies are consolidated for tax purposes. In April 1996, Edisto purchased
92,000 shares of Common Stock of Convest on the open market, but has not
purchased any additional shares since that time.
OTHER AGREEMENTS BETWEEN CONVEST AND EDISTO
In connection with the Edisto transaction in June 1995, Convest granted
registration rights to Edisto for the 7,506,771 shares of Convest Common Stock
owned by Edisto at that time.
In the Edisto transaction, Edisto retained the tax benefits of the net
operating loss carryforwards ("NOLs") of Edisto E&P. The tax benefits included a
$3.3 million NOL usable for regular taxable income and a $3.6 million NOL usable
for alternative minimum taxable income. Based on projections of the Company's
future taxable income, it was determined that the remaining NOLs of Edisto E&P
would be a valuable asset that could be utilized by Convest in the future.
Accordingly, in March 1996, Edisto allowed Convest to utilize the NOLs of Edisto
E&P in consideration for the payment by Convest of $550,000.
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Since January 1995, Convest has had a gas marketing agreement with
Energy Source, Inc. ("Energy Source"), which until December 1996 was a
wholly-owned subsidiary of Edisto. This agreement provided for Energy Source to
market a substantial portion of the Company's gas production and perform certain
related administrative duties. Energy Source marketed approximately 84% of the
Company's 1996 gas production. During 1996, Convest received a minimum price of
98% of the index price for the applicable pipeline. Under the agreement, Energy
Source takes title to the gas before reselling it, thereby creating an account
receivable from Energy Source for the sold gas. Convest sells such gas to Energy
Source on open credit without requiring a letter of credit or other security.
Management believes the terms of the Energy Source gas marketing arrangement are
no less favorable to the Company than those available from unaffiliated third
parties.
In December 1996, Energy Source was sold by Edisto to an unrelated
third party. In connection with the sale, Convest and Energy Source agreed to
extend the gas marketing agreement to December 31, 1997. Effective January 1,
1997, the gas marketing agreement with Energy Source was amended to increase the
minimum price received by Convest from 98% to 100% of the index price for the
applicable pipeline.
Prior to the sale of Energy Source, Edisto had provided Convest with
access to an AS400 computer system to run its accounting system and had provided
MIS support. The monthly cost to Convest was approximately $12,555 per month. In
connection with the sale of Energy Source, Edisto sold the AS400 computer system
and its MIS personnel became employees of the Energy Source purchaser. Since
Convest continued to need an AS400 computer system to run its accounting system,
the Energy Source purchaser agreed to provide Convest with access to the AS400
computer system and MIS support through December 31, 1997. The cost to Convest
is $12,645 per month. This agreement may be terminated by Convest at any time
after June 30, 1997 upon 90 days notice.
Energy Source also executes trades of futures contracts on the New York
Mercantile Exchange on behalf of the Company. In this regard, Energy Source acts
solely in a ministerial capacity to purchase or sell the futures contracts at
price levels directed by the Company's management. Energy Source charges a
commission of $.0025 per Mcf of gas or barrel of crude oil for each trade
executed to cover Energy Source's administrative costs to perform such service.
The Company and Edisto have a directors' and officers' fiduciary
insurance policy that covers both companies. During 1996, the annual insurance
premium was allocated 32% to the Company, for a cost of $96,000 based on the
relative percentage that the Company's assets bear to the total assets of both
the Company and Edisto.
Effective July 1, 1995, the Company and Edisto agreed to share certain
administrative costs to reduce the overall cost that would otherwise be incurred
by each of them in the absence of such an arrangement. Under the arrangement,
certain costs associated with shareholder communication services and certain
administrative staff who perform duties on behalf of both entities are shared by
Convest and Edisto based on their respective utilization. In order to avoid
conflicts of interest in reaching any such arrangements, the Company's Board of
Directors established an Affiliate Transaction Review Committee initially
comprised of two non-employee directors having no affiliation with Edisto. The
Affiliate Transaction Review Committee is responsible for conducting an
appropriate review and unanimously approving all affiliate party transactions,
including, without limitation, all transactions between the Company and Edisto
and approving the method or basis for allocating any shared administrative
expenses between Edisto and the Company.
Michael Y. McGovern became Chairman and Chief Executive Officer of
Convest in June 1995. From July 1995 to November 1996, Mr. McGovern's base
salary ($275,000) and benefits were shared equally between the Company and
Edisto. When Edisto sold its gas marketing operations in December 1996, all
Edisto employees other than Mr. McGovern became employees of the purchaser.
Subsequently, Edisto's
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corporate headquarters were moved to Convest's offices, and Mr. McGovern and
four other employees of Convest have divided their time between Edisto and
Convest. Effective December 1, 1996, Mr. McGovern's base salary and benefits
have been apportioned 70% to Convest and 30% to Edisto. The base salary and
benefits of the other Convest employees who perform work for Edisto are also
apportioned based on the approximate amount of time they work for each company.
Each of the affiliated party transactions described above was approved
by either a special committee of the Company's Board, which was composed of
outside directors with no affiliation to Edisto, or the unanimous consent of the
Company's Board.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
CONVEST ENERGY CORPORATION
(Registrant)
Date: April 30, 1997 By: /S/ STEVEN G. IVES
STEVEN G. IVES
Assistant Controller
(Principal Financial and
Accounting Officer)
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