<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-K/A
Amendment No. 1
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE
ACT OF 1934
FOR THE YEAR ENDED DECEMBER 31, 1997
Commission File Number 1-10192
Gulfport Energy Corporation
(Exact name of registrant as specified in its charter)
Delaware 73-1521290
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification Number)
1601 NW Expressway, Suite 700
Oklahoma City, Oklahoma 73118-1401
(405) 848-8808
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive office)
Securities registered pursuant to Section 12(b) of the Act:
Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, $0.01 par value None
Indicate by a 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 a 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>
The aggregate market value of the voting stock held by non-affiliates of
the registrant as of a recent date is not determinable as the Company's New
Common Stock is not actively traded.
All shares of common and preferred stock outstanding prior to the
Effective Date of the Plan of Reorganization (July 11, 1997) were canceled on
the Effective Date. The number of shares of the registrant's Common Stock, $0.01
par value, outstanding at March 20, 1998 was 22,076,315. The aggregate market
value of the voting stock held by non-affiliates of the registrant on that date
was $33,817,000.
APPLICABLE OF TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes [ X ] No [ ]
<PAGE>
The registrant hereby amends the following items of its Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, as set forth on the pages
attached hereto:
Item 10 Directors and Executive Officers of the Registrant
Item 11 Executive Compensation
Item 12 Security Ownership of Certain Beneficial Owners and Management
Item 13 Certain Relationships and Related Transactions
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Item 10. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
Directors and Executive Officers
On July 11, 1997, all of the existing officers and directors of the Company
were terminated pursuant to the terms of the Plan and new officers and directors
were appointed. As of April 28, 1998, the officers and directors of the Company
were as follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C> <C>
Gary C. Hanna 39 President
Raymond P. Landry 58 Executive Vice President
Ronald D. Youtsey 41 Secretary and Treasurer
Charles E. Davidson 44 Director
Mark Liddell 43 Director
Mike Liddell 44 Director
Robert Brooks 50 Director
</TABLE>
Gary C. Hanna has served as President of Gulfport since July 11, 1997.
Until April 28, 1998, Mr. Hanna also held the position of Executive Vice
President and Chief Operating Officer of DLB, a position he has held since
October 1994. From 1982 to October 1994, he was President and Chief Executive
Officer of Hanna Oil Properties, Inc., an Oklahoma City based
petroleum-consulting company. Mr. Hanna received a B.B.A. degree in economics
from the University of Oklahoma. He is on the Board of Directors of the Oklahoma
Independent Producers Association.
Raymond P. Landry has served as Executive Vice President of Gulfport since
July 11, 1997. Prior to that Mr. Landry held the position of Chairman of the
Board and Chief Executive Officer of the Company. Mr. Landry served as the
Executive Vice President of Offshore Pipelines, Inc. from June 1991 until March
1995 and continues to provide services on a consulting basis. Between June 1983
and June 1991, Mr. Landry served as a general partner for several real estate
ventures. Mr. Landry is a Certified Public Accountant and holds a B.S. degree
in Accounting from Louisiana State University.
Ronald D. Youtsey has served as Secretary and Treasurer of Gulfport since
July 11, 1997. Until April 28, 1998, Mr. Youtsey also held the position of
Senior Vice President and Chief Financial Officer of DLB. Mr. Youtsey joined DLB
as Controller in 1991. From 1979 to 1991, he was employed by French Petroleum
Corporation, an oil and gas exploration and production company, last serving as
Vice President of Finance. Mr. Youtsey is a Certified Public Accountant and a
member of the American Institute of Certified Public Accountants. He received a
B.S. degree in accounting from the University of Central Oklahoma.
Charles E. Davidson has served as a director of Gulfport since July 11,
1997. Until April 28, 1998, Mr. Davidson also held the position of Chairman of
the Board of Directors of DLB. Since 1994, he has also served as managing
partner of Wexford Capital Corporation, a private investment firm. From 1984 to
1994, he was a partner in Steinhardt Partners, L.P., a private investment firm.
From 1977 to 1984, Mr. Davidson was employed by Goldman, Sachs & Co., last
serving as Vice President of corporate bond trading. Mr. Davidson is Chairman of
the Board of Resurgence Properties, Inc. and is also a director of Presido
Capital, Inc., both of which are publicly held real estate companies. He holds a
B.A. degree and a M.B.A. degree from the University of California at Los
Angeles.
Mark Liddell has served as a director of Gulfport since July 11, 1997.
Until April 28, 1998, Mr. Liddell also held the position of President of DLB, a
position he has held since October 1994. Mr. Liddell was Vice President of DLB
from 1991 to 1994. From 1985 to 1991, he was Vice President of DLB Energy. From
1991 to May 1995, Mr. Liddell served as a director of TGX Corporation, a
publicly held oil and gas company, and from 1989 to 1990, he served as a
director of Kaneb Services, Inc., a publicly held industrial services and
pipeline transportation company. He received a B.S. degree in education and a
J.D. degree from the University of Oklahoma.
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Mike Liddell has served as a director of Gulfport since July 11, 1997. In
addition, Mr. Liddell has served as Chief Executive Officer of DLB since October
1994, and as a director of DLB since 1991. From 1991 to 1994, Mr. Liddell was
President of DLB. From 1979 to 1991, he was President and Chief Executive
Officer of DLB Energy. He received a B.S. degree in education from Oklahoma
State University. He is the brother of Mark Liddell.
Robert E. Brooks has served as a director of Gulfport since July 11, 1997.
Mr. Brooks is currently a Senior Vice President in charge of Asset Finance and
Managed Assets for Bank One, Louisiana. Mr. Brooks is a Certified Public
Accountant and has worked as a banker for large commercial banks since 1974. He
received his B.S. degree from Purdue University in mechanical engineering in
1969. He obtained graduate degrees in finance and accounting from the Graduate
School of Business at the University of Chicago in 1974.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Security Exchange Act of 1934 requires the Company's
officers, directors and persons who own more than ten percent of a class of the
Company's equity securities to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of the
Company's equity and derivative securities. These persons are required to
furnish the Company copies of all Section 16(a) reports which they file. Based
solely upon a review of the copies of the forms furnished to the Company, or
written representations from certain reporting persons that no Forms 3, 4 or 5
were required, the Company believes that no person failed to file required
reports on a timely basis during or in respect of 1997.
Item 11. Executive Compensation
Executive Compensation
The following table provides certain summary information concerning
compensation paid or accrued during the three fiscal years December 31, 1997,
1996, and 1995 to the Company's Chief Executive Officer and each of the four
most highly compensated executive officers of the Company, determined as of the
end of the last fiscal year, whose annual compensation exceeded $100,000.
<TABLE>
<CAPTION>
Name and position Year Salary Bonus Other
- ----------------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Gary C. Hanna (1) 1997 $ - $ - $ -
President 1996 - - -
1995 - - -
Wayne A. Beninger (2) 1997 95,506 65,500 -
Vice President - 1996 116,804 - -
Strategic Planning 1995 59,154 - -
Raymond P. Landry (3) 1997 156,000 78,000 -
Executive Vice President 1996 161,962 25,000 -
1995 90,558 - -
Thomas C. Stewart (4) 1997 83,359 53,000 -
Vice President 1996 108,808 - -
of Operations 1995 27,500 - -
</TABLE>
(1) Gary Hanna was not paid a salary or other compensation by Gulfport. His
services were provided by DLB in connection with an Administrative Service
Agreement between DLB and Gulfport. See Item 13 "Certain Relationships and
Related Transactions".
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(2) Mr. Beninger resigned as Vice President of Strategic Planning on August 31,
1997. During 1997, Mr. Beninger received $65,500 in compensation as a
participant of the employee stay bonus program.
(3) Mr. Landry received a $25,000 sign-on bonus, per the terms of his
employment contract, payment of which was deferred to 1996. Mr. Landry
received $78,000 in compensation during 1997 as a participant of the
employee stay bonus program.
(4) Mr. Stewart resigned as Vice President of Operations on July 11, 1997.
During 1997, Mr. Stewart received $53,000 in compensation as a participant
of the employee stay bonus program.
Director Compensation
Up to the Effective Date, each director who was not a salaried employee of
the Company received $500 for his attendance at each meeting of the Board of
Directors and was reimbursed for expenses incurred in connection with attending
each such meeting.
Employment Agreements
As called for in the Plan, Mr. Landry entered into a two-year employment
agreement with Gulfport commencing on the Effective Date. This employment
agreement provides for a salary of $156,000 per year and stock options to
purchase 60,000 shares of Gulfport common stock at $3.50 per share pursuant to a
stock option agreement to be established by Gulfport. In addition, Gulfport
assumed the rights and obligations of existing employment contracts with Wayne
A. Beninger and Thomas C. Stewart, both of which expired on August 31, 1997, and
called for annual salaries of $125,000 and $100,000, respectively.
Compensation Committee Interlocks and Insider Trading
No member of the Committee is a former or current officer or employee of
the Company and no employee of the Company serves or has served on the
compensation committee (or board of directors of a corporation lacking a
compensation committee) of a corporation employing a member of this Committee.
Stock Option Plan
As of July 11, 1997, all stock option plans were terminated. Therefore,
there are no unexercised options outstanding at December 31, 1997.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information concerning the
beneficial ownership of the Common Stock as of April 27, 1998, by (1) each
director, (2) the named executive officers, (3) each stockholder known by the
Company to own beneficially five percent or more of the outstanding shares of
the Common Stock, and (4) all executive officers and directors of the Company as
a group.
<TABLE>
<CAPTION>
Name Shares Percentage
---- ------ ----------
<S> <C> <C>
DLB Oil & Gas, Inc........................ 10,792,220 48.8%
Wexford Management (1) ................... 2,407,071 10.9%
Gary C. Hanna ............................ -- --
Raymond P. Landry ........................ -- --
Wayne A. Beninger ....................... -- --
Thomas C. Stewart ........................ -- --
Charles E. Davidson (2) .................. 2,407,071 10.9%
Mark Liddell ............................. -- --
Mike Liddell ............................. -- --
Robert E. Brooks ......................... -- --
All directors and executive officers
as a group (7 individuals) ............ -- --
</TABLE>
- - Less than one percent.
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(1) Includes shares of Common Stock held by various Wexford investment funds.
(2) Includes 2,407,071 shares of Common Stock held of record by Wexford
Management. Mr. Davidson is the Managing partner of Wexford Capital
Corporation. Mr. Davidson disclaims beneficial ownership of such shares.
Item 13. Certain Relationships and Related Transactions
The Company, DLB and Wexford filed with the Bankruptcy Court a joint
plan of reorganization for the Company, which provided, among other things, for
an exchange of the notes and secured claims for common stock in the reorganized
Gulfport. On July 11, 1997, DLB and Wexford received an aggregate of 13.2
million shares of Gulfport Common Stock for various claims, assets and cash as
detailed below:
<TABLE>
<CAPTION>
<S> <C> <C>
Unsecured debt of $34.3 million 2.88 million shares
Contribution of DLB's interest in WCBB properties 5.62 million shares
Cash of $5.0 million 1.43 million shares
Contribution of $11.5 million of secured and
Asserted secured claims 3.27 million shares
--------------------
Total shares issued to DLB and Wexford 13.20 million shares
====================
</TABLE>
Administrative Services Agreement
Pursuant to the terms and conditions of an Administrative Services
Agreement, dated as of July 10, 1997, by and between the Company and DLB (the
"Services Agreement"), DLB has agreed to make available to the Company
personnel, services, facilities, supplies, and equipment as the Company may need
including executive and managerial, accounting, auditing and tax, engineering,
geological and geophysical, legal, land, and administrative and clerical
services. The initial term (the "Initial Term") is one year beginning on the
date of the Services Agreement. The Services Agreement will continue for
subsequent one-year periods unless terminated by either party by written notice
no less than 60 days prior to the anniversary date of the Services Agreement.
During the year ended December 31, 1997, the services of Gary C. Hanna and
Ronald D. Youtsey, the Company's President and Secretary respectively, were
provided under this agreement.
In return for the services rendered, the Company must pay DLB a monthly
service charge based on the pro rata proportion of the Company's use of DLB
services, personnel, facilities, supplies, and equipment as determined by DLB in
a good-faith, reasonable manner. The service charge is calculated as the sum of
(1) DLB's fully allocated internal costs of providing personnel and/or
performing services, (2) the actual costs to DLB of any third-party services
required, (3) the equipment, occupancy, rental, usage, or depreciation and
interest charges, and (4) the actual cost to DLB of supplies.
On April 28, 1998, the rights and obligations of DLB under the Service
Agreement were assigned to DLB Investments, L.L.C. As of December 31, 1997, and
April 27, 1997, Gulfport owed DLB approximately $1,728,000 and $1,581,000
respectively for services rendered in connection with this Service Agreement
(and for invoices paid by DLB on Gulfport's behalf).
1
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to be
signed on its behalf by the undersigned thereunto duly authorized.
GULFPORT ENERGY CORPORATION
Date: April 28, 1998
By:/s/ GARY C HANNA
-------------------------------
Gary C. Hanna
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 1 has been signed below by the following persons on behalf of the
Registrant and in the capacity and on the date indicated.
By:/s/ GARY C. HANNA 4/28/98
------------------------------- ---------------
Gary C. Hanna Date
President
By: /s/ RONALD D. YOUTSEY 4/28/98
------------------------------- ---------------
Ronald D. Youtsey Date
Secretary and Treasurer
By:/s/ CHARLES E. DAVIDSON 4/28/98
------------------------------- ---------------
Charles E. Davidson Date
Director
By: /s/ MARK LIDDELL 4/28/98
------------------------------- ---------------
Mark Liddell Date
Director
By: /s/ MIKE LIDDELL 4/28/98
------------------------------- ---------------
Mike Liddell Date
Director
By: /s/ ROBERT BROOKS 4/28/98
------------------------------- ---------------
Robert Brooks Date
Director
