SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13D
Under the
Securities Exchange Act of 1934
REMINGTON OIL & GAS CORPORATION
--------------------------------------------
(Name of Issuer)
Common Stock ($1.00 par value)
--------------------------------
(Title of Class of Securities)
759594302
-----------
(CUSIP Number)
Nicholas G. Miller
HAWLEY TROXELL ENNIS & HAWLEY LLP
P.O. Box 1617
Boise, Idaho 83701
Telephone: (208) 344-6000
-------------------------------------
(Names, addresses, and telephone numbers of persons
authorized to receive notices and communications)
December 28, 1998
---------------------
(Date of event which requires
filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this statement because of Rule 13d-
1(e), 13d-1(f) or 13d-1(g), check the following box: [ ]
<PAGE>
1) S.S. or I.R.S. Identification Nos. of Above Persons
J.R. Simplot/J.R. Simplot Self Declaration of Revocable
Trust; SSN ###-##-####.
2) Check the Appropriate Box if a Member of a Group
(a)
(b)
3) SEC Use Only
4) Source of Funds
WC
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization
US
Number of 7) Sole Voting Power 5,930,028
Shares
Beneficially 8) Shared Voting Power 1,000
Owned
by Each 9) Sole Dispositive Power 5,930,028
Reporting
Person With: 10) Shared Dispositive Power 1,000
11) Aggregate Amount Beneficially Owned by Each Reporting
Person
5,931,028 shares (includes 1000 shares in an account
held by Mr. Simplot's spouse. Also includes 300,000
shares exercisable under the Warrant).
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
13) Percent of Class Represented by Amount in Row (11)
27.6%
14) Type of Reporting Person
IN
<PAGE>
1) S.S. or I.R.S. Identification Nos. of Above Persons
S-Sixteen Limited Partnership, SSN 82-0447708
2) Check the Appropriate Box if a Member of a Group
(a)
(b)
3) SEC Use Only
4) Source of Funds
WC
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization
US
Number of 7) Sole Voting Power 3,085,028
Shares
Beneficially 8) Shared Voting Power 0
Owned
by Each 9) Sole Dispositive Power 3,085,028
Reporting
Person With: 10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting
Person
3,085,028 (includes 300,000 shares exercisable under
the Warrant).
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
13) Percent of Class Represented by Amount in Row (11)
14.3%
14) Type of Reporting Person
PN
<PAGE>
This Amendment No. 1 amends the Schedule 13D originally
filed on September 2, 1997 (the "Schedule 13D") by the persons
listed in Item 2 thereof (the "Reporting Persons"). The Schedule
13D related to the Class A (Voting) Common Stock, par value $1.00
per share (the "Class A Stock") of Remington Oil & Gas
Corporation, a Delaware corporation (the "Issuer").
The purpose of this Amendment is to report:
A. The consequences of the effectiveness, on December
28, 1998, of the transactions described in that certain Merger
Agreement dated June 22, 1998 between S-Sixteen Holding Company
("SSHC") and the Issuer (the "Transaction"). The Transaction is
described in the Issuer's prospectus and proxy statement dated
November 27, 1998 relating to the Transaction. As a result of
the Transaction:
1. SSHC (the successor in interest by virtue of a
name change to Box Brothers Holding Company, which was one of the
Reporting Persons), was merged into the Issuer with the Issuer
remaining as the surviving corporation, and therefore SSHC is no
longer a Reporting Person under the Schedule 13D.
2. The 1,840,525 shares of the Issuer's Class A
Stock held by the Reporting Persons as described in the Schedule
13D were converted into the right to receive 2,116,604 shares of
a newly authorized and issued class of the Issuer's common stock
par value (the "New Common Stock"). Each share of New Common
Stock is entitled to one vote on all matters coming before the
stockholders of the Issuer.
3. BBHC Acquisition Co., L.L.C. (the "LLC"), one
of the Reporting Persons, as the stockholder of SSHC, received
a. The 2,116,604 shares of New Common Stock
referred to in 2, above.
b. In consideration for the other assets of
SSHC, an additional 668,424 shares of New Common Stock; and
c. Also in consideration for the other assets of
SSHC, a warrant (the "Warrant") for the right to purchase an
additional 300,000 shares of New Common Stock, at various prices
and times (the "Warrant Shares"). The Warrant is presently
exercisable.
4. Shares of the Issuer's Class B (Nonvoting)
Common Stock (the "Class B Stock") previously owned by Mr.
Simplot and the Trust were converted into the right to receive an
equal number of shares of the New Common Stock. The Schedule 13D
did not report the ownership of the Class B Stock because it was
nonvoting stock. Through the Trust Mr. Simplot owned 2,845,000
shares of Class B Stock. His wife owned 1000 shares of Class B
Stock held in a separate account. As a result of the
Transaction, the Reporting Persons will own 2,846,000 shares of
New Common Stock in addition to the shares referred to in 3
above.
<PAGE>
B. The dissolution of the LLC, which occurred on the
same day as the effective date of the Transactions. Accordingly,
the LLC is no longer listed as a Reporting Person.
Except as expressly set forth in this Amendment, the
Schedule 13D remains in effect.
ITEM 1. Security and Issuer.
The class of securities to which this Schedule 13D
relates is the New Common Stock and the Warrant.
ITEM 2. Identity and Background.
(a) This statement is being filed on behalf of:
1) S-Sixteen Limited Partnership, an Idaho Limited
Partnership, ("S-Sixteen"), which is the sole member of the LLC;
2) The J.R. Simplot Self-Declaration of Revocable
Trust, dated December 21, 1989 (the "Trust") the sole General
Partner of S-Sixteen. The Trust was formed under the laws of the
State of Idaho by Mr. Simplot. The Trust is an inter vivos
revocable trust of which Mr. Simplot is the trustee and
beneficiary; and
3) Mr. Simplot.
ITEM 3. Source and Amount of Funds or Other Consideration.
The consideration for the 2,785,028 shares and the
300,000 Warrant Shares was the merger of SSHC into the Issuer as
part of the Transaction. Mr. Simplot and the Trust purchased the
Class B Stock through cash and borrowings under brokerage
accounts subject to customary margin terms. Mrs. Simplot
purchased the Class B Stock for cash.
ITEM 4. Purpose of Transaction.
As described in the Schedule 13D, Mr. Simplot agreed
with the Issuer in August 1997 to explore structuring of the
Issuer, including the conversion to a single class of stock. The
Transaction accomplishes this objective.
Mr. Simplot may from time to time seek to increase,
reduce or dispose of his investment in the New Common Stock in
the open market, in privately negotiated transactions, or
otherwise. The determination to effect any such transactions
will depend on, among other things, the market price,
availability of funds, borrowing costs, market conditions,
developments affecting the Issuer and Mr. Simplot, other
opportunities available to Mr. Simplot and other considerations.
Mr. Simplot intends, from time to time, to review his investment
in the Issuer and to take such action with respect to the Issuer
as he considers desirable in light of the circumstances then
prevailing.
<PAGE>
ITEM 5. Interest in Securities of the Issuer.
(a) The beneficial ownership of the Reporting Persons
shown in Item 2 of this Amendment as of the date hereof is as
follows:
1. S-Sixteen owns and has voting and investment
power with respect to (a) 2,785,028 shares of New Common Stock,
(b) the Warrant, and (c) the 300,000 Shares.
2. The Trust and Mr. Simplot own and have voting
and investment power with respect to 2,845,000 shares of New
Common Stock.
3. Mr. Simplot shares with Mrs. Simplot voting
and investment power with respect to 1000 shares of New Common
Stock.
In sum, the Reporting Persons own 5,931,028 shares of
New Common Stock, representing 27.6% of the outstanding New
Common Stock.
(b) Not applicable.
ITEM 7. Material to be filed as Exhibits.
None.
<PAGE>
After reasonable inquiry and to the best of my
knowledge and belief, the undersigned certify the information set
forth in this statement is true, complete and correct.
S-Sixteen Limited Partnership
Date: December 24, 1998 By //s// J.R. Simplot
J.R. Simplot, Trustee, J.R. Simplot
Self Declaration of Revocable
Trust, General Partner
J.R. Simplot
Self Declaration of Revocable Trust
Date: December 24, 1998 By //s// J.R. Simplot
J.R. Simplot, Trustee
Date: December 24, 1998 //s// J.R. Simplot
J.R. Simplot
