<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14a INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Remington Oil and Gas Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
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paid previously. Identify the previous filing by registration statement
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<PAGE> 2
REMINGTON OIL AND GAS
CORPORATION
Proxy Statement and
Notice of Annual Meeting
<PAGE> 3
LETTER TO OUR STOCKHOLDERS
To Our Stockholders:
It is with great excitement that I invite all of our Stockholders to our
Annual Meeting on June 17 to learn how we have achieved several milestones in
the past year. Significantly, one of these milestones is evidenced in this Proxy
Statement. For the first time in this corporation's history, all of its
stockholders will be entitled to vote on the matters presented at the Annual
Meeting. Enclosed with this Proxy Statement are your voting card and the 1998
Annual Report.
You will also notice that our Proxy Statement represents a break from the
past in that it is written in "Plain English." This continues a trend we started
with our last two quarterly reports and our 1998 Form 10-K filed with the
Securities and Exchange Commission. The Form 10-K is included as part of the
enclosed Annual Report. We hope you like this new format and find this Proxy
Statement and Annual Report easier to read.
Please vote as soon as possible. We look forward to seeing you at the
Annual Meeting.
Sincerely,
/s/ David H. Hawk
David H. Hawk
Chairman of the Board
<PAGE> 4
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS-
JUNE 17, 1999
TIME
2:00 p.m. CDT, on Thursday, June 17, 1999
PLACE
The Melrose Hotel
The Ballroom
3015 Oak Lawn Avenue
Dallas, Texas 75219
BUSINESS
(1) Elect 9 members of the Board of Directors,
(2) Ratify Arthur Andersen LLP as the company's independent accountants for
1999,
(3) Consider and vote on a proposal to authorize an increase in the number of
stock options issuable to a single individual under the company's 1997 Stock
Option Plan, and
(4) Transact all other business that may properly come before the meeting.
DOCUMENTS
The Proxy Statement, proxy card, and Remington Oil and Corporation's 1998 Annual
Report are included in this mailing.
RECORD DATE
Stockholders owning common stock of the company at the close of business on May
14, 1999, are entitled to vote at the Annual Meeting.
VOTING
Even if you plan to attend the meeting in person, please provide us your voting
instructions by marking, signing and dating the proxy card and returning it in
the enclosed postage-paid envelope.
BY ORDER OF THE
BOARD OF DIRECTORS -- May 21, 1999
/s/ J. Burke Asher
J. Burke Asher
Secretary
<PAGE> 5
TABLE OF CONTENTS
<TABLE>
<S> <C>
Questions and Answers....................................... 1
Proposals................................................... 2
Corporate Governance -- Our Directors and Officers.......... 3-5
Corporate Governance -- Board Compensation and Committees... 6
Executive Compensation...................................... 7
Stock Option Plans.......................................... 8-9
Pension Plans............................................... 10
Director Stock Option and Purchase Plans.................... 11
Change in Control Arrangements.............................. 12
Board Compensation Committee Report on Executive
Compensation.............................................. 13-14
Performance Graph........................................... 15
Security Ownership of Certain Beneficial Owners and
Management -- Ownership of Certain Beneficial Owners...... 16
Security Ownership of Certain Beneficial Owners and
Management -- Ownership of Management..................... 17
Certain Relationships and Related Transactions.............. 18-19
</TABLE>
(i)
<PAGE> 6
QUESTIONS AND ANSWERS
Q: WHY AM I RECEIVING THIS PROXY STATEMENT AND CARD?
A: The Board of Directors of Remington Oil and Gas Corporation is soliciting
your proxy for the 1999 Annual Meeting of Stockholders and any adjournments or
postponements thereof. The meeting will be held at 2:00 p.m. CDT on Thursday,
June 17, 1999, in The Ballroom of the Melrose Hotel, 3015 Oak Lawn Avenue,
Dallas, Texas. This Proxy Statement and card are initially being provided to
stockholders on or about May 24, 1999.
Q: WHAT AM I VOTING ON?
A: Re-election of the Board of Directors, ratification of Arthur Andersen LLP as
the company's independent accountants for 1999, and increasing the maximum
number of stock options issuable to a single individual under the 1997 Stock
Option Plan.
Q. WHO IS ENTITLED TO VOTE?
A: Stockholders as of the close of business on May 14, 1999. Each share of
common stock is entitled to one vote. As of May 14, 1999, there were 21,466,494
shares of Remington common stock outstanding.
Q: HOW DO I GIVE VOTING INSTRUCTIONS?
A: You may attend the meeting and vote and give instructions in person or by
mail. Instructions are on the proxy card. The persons named on the proxy card
will vote all properly executed proxies that are delivered pursuant to this
solicitation and not subsequently revoked in accordance with the instructions
given by you.
Q: CAN I CHANGE MY VOTE?
A: Yes, you may revoke your proxy by submitting a subsequent proxy or by written
request received by the company's secretary before the meeting. The company's
executive offices are located at 8201 Preston Road, Suite 600, Dallas, Texas
75225-6211. The telephone number is (214) 210-2650.
Q: HOW DO I VOTE IF I HOLD MY STOCK THROUGH A BROKER, BANK OR OTHER NOMINEE?
A: Only stockholders of record as of May 14, 1999, are entitled to vote. If you
hold your shares through a broker, bank, or other nominee, you hold your shares
in "street name." You most likely will receive a request for voting instructions
from the record holder through whom you hold your shares. Follow the
instructions in such a request in order for the record holder to follow your
voting wishes.
Q: WHAT DOES IT MEAN IF I GET MORE THAN ONE PROXY CARD?
A: You will receive a proxy card for each account that you have. Please vote
proxies for all accounts to ensure that all your shares are voted.
Q: WHAT CONSTITUTES A QUORUM?
A: A majority of the outstanding shares of the company must be represented at
the meeting, whether in person or by proxy, for there to be a quorum for the
meeting. For purposes of determining the existence of a quorum so that business
may be conducted at the meeting, abstentions are counted as are properly
executed proxies which withhold voting authority on any matter. Abstentions for
purposes of tabulating the vote have the same effect as a vote against any or
all of the proposals as does a proxy withholding voting authority.
Q: HOW DO STOCKHOLDERS MAKE PROPOSALS, INCLUDING DIRECTOR NOMINATIONS, FOR THE
ANNUAL MEETING?
A: The deadline for submitting stockholder proposals for the 1999 Annual Meeting
was February 1, 1999. No stockholder proposals were received as of that date.
The company's By-Laws governing stockholder proposals were amended at the 1998
Special Meeting. For a copy of these By-Laws, contact Investor Relations at
(214) 210-2650. Stockholder proposals must be made in accordance with these
By-Laws.
Q: WHO PAYS THE EXPENSE OF SOLICITING PROXIES?
A: The company pays the cost of soliciting proxies. The officers or other
employees of the company or its subsidiaries may solicit proxies to have a
larger representation at the meeting.
Q: ARE THERE ANY OTHER MATTERS WHICH MAY BE BROUGHT BEFORE THE MEETING?
A: The Board of Directors knows of no matters other than the three proposals
discussed in this Proxy Statement to be brought before the meeting.
1
<PAGE> 7
PROPOSALS
- - PROPOSAL NO. 1 RE-ELECTION OF DIRECTORS
- - The Nominating Committee of the Board of Directors presents the following
nominees for re-election:
- - Don D. Box (age 48, director since 1991)
- - John E. Goble, Jr. (age 52, director since 1997)
- - William E. Greenwood (age 60, director since 1997)
- - David H. Hawk (age 54, director since 1997)
- - James Arthur Lyle (age 54, director since 1997)
- - David E. Preng (age 52, director since 1997)
- - Thomas W. Rollins (age 68, director since 1996)
- - Alan C. Shapiro (age 53, director since 1994)
- - James A. Watt (age 49, director since 1997)
- - The nominees constitute the current Board of Directors, and each has consented
to serve until the Annual Meeting in the year 2000.
- - If any director is unable to stand for re-election, the Board may provide for
a lesser number of directors or the Nominations Committee may designate a
substitute. In the latter event, shares represented by proxies may be voted
for a substitute director.
- - The affirmative vote of a plurality of shares present and entitled to vote is
required for the election of directors.
- - The Board of Directors recommends a vote "For" the nominees listed in Proposal
No. 1.
- - PROPOSAL NO. 2 RATIFICATION OF ACCOUNTANTS
- - The Board of Directors has selected Arthur Andersen LLP as our independent
accountants for 1999. Arthur Andersen is an international firm of certified
public accountants and has been retained by us since 1996. A representative of
Arthur Andersen is expected to be present at the Annual Meeting to answer
appropriate questions from stockholders.
- - The Board of Directors recommends a vote "For" the ratification of Arthur
Andersen LLP as the company's independent accountants for 1999. The
affirmative vote of a majority of the shares present at the meeting, by proxy
or in person, is required for approval of Proposal No. 2.
- - PROPOSAL NO. 3 STOCK OPTION PLAN AMENDMENT
- - The stockholders approved the 1997 Stock Option Plan at the company's 1997
Annual Meeting. Under this option plan, which is discussed in more detail on
pages 8-9 of this Proxy Statement, options representing no more than 2,750,000
shares of common stock can be issued, with no more than 275,000 of that number
issuable to any single individual.
- - The Board of Directors proposes to amend the 1997 Stock Option Plan to
increase the shares issuable to a single individual from 275,000 to 25% of the
aggregate available under the plan. The number of total shares issuable under
the Stock Option Plan would remain at 2,750,000. Thus, the effect of the
amendment would be that an individual could receive options representing up to
687,500 shares instead of the current limit of 275,000 shares.
- - As discussed in the Compensation Committee Report contained on pages 13-14 of
this Proxy Statement, both the Compensation Committee and the Board of
Directors as a whole believe that long-term stock-based incentives are a
valuable tool to employing and retaining highly qualified and high performing
executive officers in order to achieve our long-term business goals. The 1997
Stock Option Plan was proposed to and approved by the stockholders to provide
the foundation for our long-term stock-based incentive program. The current
limitation on grants to a single individual, particularly in the case of the
company's Chief Executive Officer, acts to limit our ability to properly
utilize this long-term incentive. Because long-term incentives are an
important part of his overall compensation package, increasing the limitation
to 25% would allow stock options to continue to play a meaningful role in his
compensation.
- - The Board of Directors recommends a vote "For" amending the 1997 Stock Option
Plan to increase the number of options issuable to a single individual. The
affirmative vote of a majority of the shares present at the meeting, by proxy
or in person, is required for approval of Proposal No. 3.
2
<PAGE> 8
CORPORATE GOVERNANCE-
OUR DIRECTORS AND OFFICERS
- - Don D. Box has served as a director of the company since March 1991 and as
Executive Vice President of the company since October 1997. He served as
Chairman of the Board of Directors from January 1994 to October 1997, as Chief
Executive Officer from August 1996 to October 1997, and as President from
August 1996 to March 1997. From March 1994 until January 1995, he served as
our Director of Corporate Development. He served as Vice President of
S-Sixteen Holding Company from September 1997 until December 1998. He has
served as Vice President of CKB & Associates, Inc. and CKB Petroleum, Inc.
since September 1997. For more than five years prior to September 1997, he
served as a director and executive officer of S-Sixteen Holding Company, CKB &
Associates, CKB Petroleum, and certain other affiliates of S-Sixteen Holding
Company. Mr. Box is a director of Toucan Mining Company. He is a co-executor
of the Cloyce K. Box Estate. He received a Bachelor of Arts degree from the
University of Pennsylvania, a Bachelor of Science in Economics degree from the
Wharton School of the University of Pennsylvania, and a Master of Business
Administration degree from Southern Methodist University.
- - John E. Goble, Jr. has served as a director since April 1997. Mr. Goble is a
certified public accountant and a certified financial planner and from 1986
through the present has served as an investment and financial advisor to Byrd
Investments. Mr. Goble is a director of the Miracle of Pentecost Foundation.
Mr. Goble is a member of the American Institute of Certified Public
Accountants and the Texas Society of Certified Public Accountants. He has a
Bachelor of Business Administration degree from Southern Methodist University.
- - William E. Greenwood has served as a director since April 1997. From 1995
through the present, Mr. Greenwood has served as a consultant. He served as
director and chief operating officer of Burlington Northern Railroad
Corporation from 1990 until 1994. Mr. Greenwood is a director of AmeriTruck
Distribution Corporation, Mark VII, Inc., and Transport Dynamics Inc. Mr.
Greenwood is also president of the Mendota Museum and Historical Society. He
received a Bachelor of Science degree from Marquette University.
- - David H. Hawk has served as a director since September 1997 and as Chairman of
the Board since October 1997. Since 1984, he served as Director, Energy
Natural Resources for the J.R. Simplot Company in Boise, Idaho, which was
founded by J.R. Simplot, who together with members of his family, controls
approximately 27% of the company's outstanding common stock. Mr. Hawk
previously held the positions of Exploration Geologist with Atlantic Richfield
Company and Tenneco Inc. He has held executive positions with IGC Production
Company, Sundance Oil Company, and Horn Resources Corporation. He received a
Bachelor of Science in Geology degree from the University of Idaho and a
Master of Science in Geology degree from the University of Oklahoma.
- - James Arthur Lyle, CCIM, has served as a director since September 1997. Since
1976, he has been the owner of James Arthur Lyle & Associates, a commercial,
industrial and investment real estate firm in El Paso, Texas. Since 1984, Mr.
Lyle has served as a director, Chief Operating Officer, and President of Hueco
Mountain Estates, Inc., a 10,500-acre multi-use real estate development
located in El Paso County, Texas. He received a Bachelor of Science in
Industrial Management degree from the Georgia Institute of Technology.
- - David E. Preng has served as a director since April 1997. From 1980 through
the present, Mr. Preng has been Chief Executive Officer and President of Preng
and Associates, Inc., an international executive search firm specializing in
the energy industry. He is a director of Citizens National Bank of Texas and
the British American Business Council in Houston, and is a fellow of the
Institute of Directors in London. He has a Bachelor of Science in Business
Administration degree from Marquette University and a Master of Business
Administration degree from DePaul University.
3
<PAGE> 9
CORPORATE GOVERNANCE-
OUR DIRECTORS AND OFFICERS - CONTINUED
- - Thomas W. Rollins has served as a director since July 30, 1996. Since 1992,
Mr. Rollins has been Chief Executive Officer of Rollins Resources, a natural
gas and oil consulting firm. From March 1991 until 1992, Mr. Rollins was
President and Chief Executive Officer of Park Avenue Exploration Corporation,
an oil and gas exploration company and a subsidiary of USF&G Corporation. He
is a director of Enron Cash Company #2, Pheasant Ridge Winery, The Teaching
Company, and the Nature Conservancy of Texas. During his career, Mr. Rollins
has held executive positions and/or directorships with Shell Oil Company,
Pennzoil Company, Florida Gas Transmission Company, Pogo Producing Company,
Magma Copper Company, and Felmont Oil Corporation. He is a graduate and
Distinguished Career Medalist of the Colorado School of Mines.
- - Alan C. Shapiro has served as a director since May 5, 1994. Since 1991, Dr.
Shapiro has been the Ivadelle and Theodore Johnson Professor of Banking and
Finance in the Department of Finance and Business Economics, Marshall School
of Business, University of Southern California. From 1993 to 1998, he was
chairman of the Department. His business activity also includes frequent
engagements as a consultant and/or expert witness with a wide variety of
businesses and government agencies. Dr. Shapiro has authored many books and
articles including a best-selling textbook, Multinational Financial
Management, which is in use in many of the MBA programs around the world. Dr.
Shapiro received a Bachelor of Arts in Mathematics degree from Rice University
and a Ph.D. in Economics degree from Carnegie Melon University.
- - James A. Watt has served as a director since September 1997, as President and
Chief Operating Officer from March 1997 to February 1998, and as President and
Chief Executive Officer since February 1998. Since January 1999 he has also
served as a director and President of CKB & Associates, Inc. and CKB
Petroleum, Inc. Mr. Watt was a Vice President/Exploration of Seagull Energy
E&P, Inc. from 1993 to 1997. He was Vice President/Exploration & Exploitation
of Nerco Oil & Gas, Inc. from 1991 to 1993. Mr. Watt received a Bachelor of
Science in Physics from Rensselaer Polytechnic Institute.
- - Robert P. Murphy joined the company as Vice President/Exploration on January
22, 1998. Mr. Murphy served as a director of Cairn Energy USA, Inc. from May
1996 to November 1997. Mr. Murphy joined Cairn in 1990 as an exploration
geologist and was Cairn's Vice President-Exploration from March 1993 to
January 1998. From 1984 to 1990, Mr. Murphy served as an exploration geologist
for Enserch Exploration, an oil and gas company. Mr. Murphy holds a Master of
Science in geology from The University of Texas at Dallas and is 40 years old.
- - Steven J. Craig has served as Senior Vice President/Planning and
Administration of the company since April 1997, and served as Administrative
Assistant to the Chairman from August 1996 to April 1997. Since January 1999
he has also served as a director and Vice President of CKB & Associates, Inc.
and CKB Petroleum, Inc. He served as Vice President and Assistant Treasurer of
S-Sixteen Holding Company, CKB & Associates, and CKB Petroleum from March 1997
to October 1997, and as a director from March 1997 to August 1997. Mr. Craig
served as Assistant Treasurer and Controller of CKB & Associates and CKB
Petroleum from March 1996 to March 1997, and served as Chief Financial Officer
and Assistant Treasurer of S-Sixteen Holding Company from May 1996 to March
1997. He served as Vice President of Remington from February 1994 to March
1995. Mr. Craig was self employed in real estate and consulting from 1992 to
1994 and from March 1995 to March 1996. Mr. Craig received a Bachelor of Arts
in Economics degree and a Master of Business Administration in Finance and
Quantitative Analysis degree from Southern Methodist University and is 47
years of age.
4
<PAGE> 10
CORPORATE GOVERNANCE-
OUR DIRECTORS AND OFFICERS - CONTINUED
- - J. Burke Asher has served as Vice President/Finance of the company since
December 1997 and as Secretary since October 1996. He served as the company's
Chief Accounting Officer from September 1996 to December 1997. He served as
Treasurer and Assistant Secretary of S-Sixteen Holding Company from March 1997
to December 1998. He has served as Treasurer and Assistant Secretary of CKB &
Associates, Inc. and CKB Petroleum, Inc. since March 1997. He served as a
director of S-Sixteen Holding Company and CKB & Associates from March 1997 to
August 1997, and as a director of CKB Petroleum from March 1997 to April 1997.
Mr. Asher was an independent, self-employed financial consultant and advisor
from 1987 to 1996. He also served as controller of Doty-Moore Tower Services,
Inc., a privately held contractor to the communications industry, from 1993 to
1995. Mr. Asher received a Bachelor of Science in Economics degree from the
Wharton School of the University of Pennsylvania and is 58 years of age.
- - Edward V. Howard, a Certified Public Accountant, has served as Vice
President/Controller of the company since March 1992 and served as a senior
accountant from 1989 to 1992. He was elected Assistant Secretary on October 1,
1997. Mr. Howard received a Bachelor of Business Administration in Accounting
degree from West Texas State University and is 36 years old.
- - Except for Mr. Rollins' consulting practice, no director has a significant
personal interest in the exploration, development or production of oil and
gas. Mr. Rollins is required to abstain on matters in which there may be a
conflict between the company's interest and the interest of a client of Mr.
Rollins.
5
<PAGE> 11
CORPORATE GOVERNANCE-
BOARD COMPENSATION AND COMMITTEES
- - BOARD COMPENSATION
- - Only non-employee directors are compensated for Board service. The pay
components include:
- - Annual retainer of $20,000
- - Meeting fee of $1,000 per meeting attended
- - Committee meeting fee of $750 per meeting attended if meeting on a day in
which full Board meeting is not held
- - Directors are entitled to reimbursement for out-of-pocket expenses related to
their services as directors
- - We provide directors with directors and officers liability insurance and
indemnification to the degree allowed by law
- - Under the Director's Stock Purchase Plan described in more detail on Page 11
of this Proxy Statement, a director may elect to receive all or a portion of
his Board Compensation in the company's common stock
- - The Board of Directors held five meetings in 1998. All directors attended at
least 75% of the meetings
- - BOARD COMMITTEES
- - Audit Committee:
- - Members are Mr. Goble and Dr. Shapiro
- - Met one time in 1998
- - Oversees the company's auditing, accounting, financial reporting, and internal
control functions
- - Reviews independent accountant's report on the company's financial statements,
significant changes in accounting principles and practices, significant
proposed adjustments, and any unresolved disagreements with management
concerning accounting or disclosure matters
- - Compensation Committee:
- - Members are Mr. Preng, Mr. Lyle, and Mr. Greenwood
- - Met twice in 1998
- - Evaluates performance of executive officers and approves their compensation
- - Approves compensation for other employees
- - Administers the company's long-term incentive compensation plans
- - Oversight responsibility for company's pension and 401K plans
- - Executive Committee:
- - Members are Mr. Hawk, Mr. Watt, and Mr. Rollins
- - Met once in 1998
- - Has authority to perform powers of the Board of Directors except those
relating to amending the Certificate of Incorporation, declaring dividends,
adopting a merger agreement, recommending to the stockholders a sale or
dissolution of the company, removing or indemnifying directors, and amending
the By-Laws
- - From time to time, other committees of the Board of Directors may be
established for special purposes. An example of such a committee was the
Special Transaction Committee established in connection with the merger and
recapitalization of the company which occurred in 1998. The members of this
committee were all of the members of the Board of Directors except Mr. Box,
Mr. Hawk, Mr. Lyle, and Mr. Watt. This committee has been dissolved.
6
<PAGE> 12
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid by the company during 1998,
1997, and 1996 to the company's Chief Executive Officer and its four most highly
compensated executive officers, other than the Chief Executive Officer, whose
total annual salary and bonus in 1998 exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------- --------------------------------------
SECURITIES
RESTRICTED UNDERLYING
OTHER ANNUAL STOCK OPTIONS/ ALL OTHER
FISCAL SALARY BONUS COMPENSATION AWARDS SAR'S COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(1) ($) (#) ($)
- --------------------------- ------ ------- ------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
James A. Watt...................... 1998 250,006 70,000 -- -- 130,000 174(7)
President and Chief 1997 166,250 100,000 -- 112,500(3) 100,000 148,039(4)
Executive Officer(2) 1996 -- -- -- -- -- --
Don D. Box......................... 1998 200,004 -- -- -- 40,000 174(7)
Executive Vice 1997 183,335 -- -- -- 100,000 2,884(6)
President(5) 1996 -- -- -- -- -- 28,000(6)
Robert P. Murphy................... 1998 146,260 30,000 -- -- 80,000 62(7)
Vice President/ 1997 -- -- -- -- -- --
Exploration 1996 -- -- -- -- -- --
Steven J. Craig.................... 1998 110,259 20,000 -- -- 40,000 174(7)
Senior Vice President/ 1997 100,008 15,000 -- -- 20,000 177(7)
Planning and Administration 1996 40,202 10,000 -- -- -- 77(7)
J. Burke Asher..................... 1998 105,000 19,000 -- -- 35,000 450(7)
Vice President/Finance 1997 95,004 15,000 -- -- 20,000 450(7)
and Secretary 1996 31,668 3,200 -- -- -- 150(7)
</TABLE>
- ---------------
(1) No amount is included as it is less than 10% of the total salary and bonus
of the individual for the year.
(2) James A. Watt served as President and Chief Operating Officer from March 17,
1997, to February 4, 1998, on which date he was appointed Chief Executive
Officer.
(3) At December 31, 1998, Mr. Watt held 12,000 restricted shares of common stock
with a value of $38,250. The total number of restricted shares awarded
effective March 17, 1997, was 15,000, which vest 20% per year from the
effective date. If any dividends are paid to holders of common stock, Mr.
Watt's restricted shares will be entitled to receive dividends.
(4) This amount includes a signing bonus of $25,000, reimbursed relocation
expenses of $122,892, and $147 for group term life insurance premiums paid
by the company.
(5) Don D. Box served as Chairman of the Board from January 1994 to October 1997
and as Chief Executive Officer from August 1996 to October 1997. He served
as President from August 1996 until March 1997.
(6) For 1996, this amount is for director's fees. For 1997, $2,722 is for
director's fees and $162 is for group term life insurance premiums paid by
the company.
(7) These amounts are for group term life insurance premiums paid by the
company.
7
<PAGE> 13
STOCK OPTION PLANS
1992 PLAN
The 1992 Plan was presented to and approved by the stockholders on July 1, 1992,
effective as of April 24, 1992, as an additional inducement to maintain a high
level of employee effort to better the company. The 1992 Plan terminates on
April 23, 2002. During 1998, no options were granted under the 1992 Plan. As of
December 31, 1998, only 28,500 options remain outstanding under the 1992 Plan,
and we do not anticipate granting any more options thereunder.
1997 PLAN
The 1997 Stock Option Plan was approved by the stockholders on December 4, 1997,
and is intended to benefit us by providing directors and key employees with
additional incentives and giving them a greater interest as shareholders in our
success.
Options under the Plan are for common stock. Currently, the Compensation
Committee of the Board, which is a committee comprised of three non-employee
directors as defined by the rules of the Securities and Exchange Commission,
administers the Plan. Eligible persons under the Plan are directors and key
employees. The committee currently estimates that 29 persons will be eligible
participants.
Options granted under the 1997 Plan may be either incentive stock options
qualifying under the Internal Revenue Code or non-qualified stock options. Up to
2,750,000 shares of common stock may be issued under the 1997 Plan, but no
individual may be issued more than 275,000 shares. Terminated but unexercised
options will be available for re-issuance by the company. The 1997 Plan
terminates December 4, 2007.
The committee has broad discretion in awarding options under the Plan including
the number of options awarded and the exercise price, although for an option to
be qualified under the Internal Revenue Code, its exercise price can be no less
than the fair market value on the date of grant. Certain other limitations exist
on the committee's discretion. For instance, the term of an option cannot be
more than 10 years (5 years for a holder of more than 10% of the company's
outstanding common stock). Further, the aggregate fair market value of
exercisable incentive stock options in favor of an individual cannot exceed
$100,000 for a single year. Additional details concerning the 1997 Stock Option
are contained in the Plan itself. If you are interested in receiving a copy of
the Plan, call Investor Relations at (214) 210-2650.
FEDERAL INCOME TAX CONSEQUENCES
A participant will not realize taxable income upon the grant of a non-qualified
stock option. Upon exercise, the excess of the fair market value of the shares
at the time of exercise over the option exercise price for such shares will
generally constitute taxable compensation. We will be entitled to a deduction
for such compensation income if we satisfy applicable federal income tax
withholding requirements. Upon disposition of the shares acquired upon exercise,
any appreciation (or depreciation) in the stock value after the date of exercise
will be treated as capital gain (or loss).
A participant will not recognize taxable income upon the grant or exercise of an
incentive stock option, assuming there is no disposition of the option shares
within two years after the option was granted or within one year after the
option was exercised (the "holding period"), and provided that the participant
has been employed by us from the date of grant to a date that is not more than
three months before the date of exercise. The exercise of an incentive stock
option, however, could result in an item of tax preference for purposes of the
alternative minimum tax. The sale of incentive stock option shares after the
holding period at a price in excess of the participant's adjusted basis
(ordinarily the option exercise price) will constitute capital gain to the
participant, and we will not be entitled to a federal income tax deduction by
reason of the grant or exercise of the option or the sale of the shares. If the
participant sells incentive stock option shares prior to the expiration of the
holding period, generally the participant will have
8
<PAGE> 14
STOCK OPTION PLANS-CONTINUED
compensation income taxable in the year of such sale in an amount equal to the
excess, if any, of the fair market value of such shares at the time of exercise
of the option (or, if less, the amount received upon the sale) over the option
exercise price for such shares. We will be entitled to a deduction for such
compensation income if we satisfy applicable federal income tax withholding
requirements.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------
NUMBER PERCENT OF
OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO GRANT DATE
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION PRESENT VALUE
NAME GRANTED FISCAL YEAR PRICE $/SHARE DATE $(1)
- ---- ---------- ------------ ------------- ---------- -------------
<S> <C> <C> <C> <C> <C>
James A. Watt...................... 50,000 9.88% 5.750 02/04/08 197,555
James A. Watt...................... 80,000 15.81% 3.500 12/11/08 193,680
Don D. Box......................... 20,000 3.95% 5.750 02/04/08 79,022
Don D. Box......................... 20,000 3.95% 3.500 12/11/08 48,420
Robert P. Murphy................... 20,000 3.95% 5.375 01/22/08 73,818
Robert P. Murphy................... 20,000 3.95% 5.750 02/04/08 79,022
Robert P. Murphy................... 40,000 7.91% 3.500 12/11/08 96,840
Steven J. Craig.................... 15,000 2.96% 5.750 02/04/08 59,267
Steven J. Craig.................... 25,000 4.94% 3.500 12/11/08 60,525
J. Burke Asher..................... 15,000 2.96% 5.750 02/04/08 59,267
J. Burke Asher..................... 20,000 3.95% 3.500 12/11/08 48,420
</TABLE>
- ---------------
(1) We determined these values under the Black-Scholes option pricing model
based on the following assumptions: stock price volatility of 49.73% for
options expiring on 01/22/08, 50.30% for options expiring on 02/04/08, and
52.98% for options expiring on 12/11/08; interest rate based on the yield to
maturity of a 10-year stripped Treasury security; exercise in the tenth
year; and a dividend rate of zero. We made no adjustments for
nontransferability or risk of forfeiture. Our use of this model does not
constitute an endorsement or an acknowledgment that such model can
accurately determine the value of options. No assurance can be given that
the actual value, if any, realized by an executive upon the exercise of
these options will approximate the estimated values calculated by using the
Black-Scholes model.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
NUMBER OF OPTIONS IN-THE-MONEY OPTIONS AT
SHARES VALUE AT FISCAL YEAR-END FISCAL YEAR-END($)(1)
ACQUIRED ON REALIZED --------------------------- ---------------------------
NAME EXERCISE ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James A. Watt............ -- -- 20,000 210,000 -- --
Don D. Box............... -- -- 20,000 120,000 -- --
Robert P. Murphy......... -- -- -- 80,000 -- --
Steven J. Craig.......... -- -- 6,667 53,333 -- --
J. Burke Asher........... -- -- 6,667 48,333 -- --
</TABLE>
- ---------------
(1) Computed as the number of securities multiplied by the difference between
the option exercise prices and the closing price of our common stock on
December 31, 1998.
9
<PAGE> 15
PENSION PLANS
Our defined benefit pension plans provide retirement and other benefits to
eligible employees upon reaching the "normal retirement age," which is age 65 or
after five years of service, if later. Directors who are not also employees of
the company are not eligible to participate in the plans. Employees are eligible
to participate on January 1 following the completion of six months of service or
the attainment of age 20 1/2, if later. Additional provisions are made for early
or late retirement, disability retirement, and benefits to surviving spouses. At
normal retirement age, an eligible employee will receive a monthly retirement
income equal to 35% of his or her average monthly compensation during the three
consecutive calendar years in the prior 10 years which provide the highest
average compensation, plus 0.65% of such average compensation in excess of the
amount shown in the Social Security Covered Compensation Table (as published
annually by the Internal Revenue Service) multiplied by his or her years of
service, limited to 35 years. If an employee terminates employment (other than
by death or disability) before completion of five years of service, no benefits
are payable. If an employee terminates employment after five years of service,
the employee is entitled to all accrued benefits.
The following table illustrates the annual pension for plan participants that
retire at "normal retirement age" in 1998:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE(1)(3)(4)
AVERAGE ----------------------------------------------
COMPENSATION(1)(2) 15 20 25 30 35
- ---------------------------------------------- ------ ------ ------ ------ ------
($) ($) ($) ($) ($) ($)
<S> <C> <C> <C> <C> <C>
125,000....................................... 52,896 55,944 58,983 62,041 65,090
150,000....................................... 64,083 67,944 71,805 75,666 79,527
160,000....................................... 68,558 72,744 76,930 81,116 85,302
175,000....................................... 68,558 72,744 76,930 81,116 85,302
200,000....................................... 68,558 72,744 76,930 81,116 85,302
225,000....................................... 68,558 72,744 76,930 81,116 85,302
250,000....................................... 68,558 72,744 76,930 81,116 85,302
300,000....................................... 68,558 72,744 76,930 81,116 85,302
400,000....................................... 68,558 72,744 76,930 81,116 85,302
450,000....................................... 68,558 72,744 76,930 81,116 85,302
500,000....................................... 68,558 72,744 76,930 81,116 85,302
</TABLE>
- ---------------
(1) As of December 31, 1998, the Internal Revenue Code does not allow qualified
plan compensation to exceed $160,000 or the benefit payable annually to
exceed $130,000. The Internal Revenue Service will adjust these limitations
for inflation in future years. When the limitations are raised, the
compensation considered and the benefits payable under the pension plans
will increase to the level of the new limitations or the amount otherwise
payable under the pension plans, whichever amount is lower.
(2) Subject to the above limitations, compensation in this table is generally
equal to all of a participant's compensation paid in a fiscal year (the
total of Salary, Bonus, Other Annual Compensation, and All Other
Compensation in the Summary Compensation Table). Average compensation in
this table is the average of a plan participant's compensation during the
highest three consecutive years out of the prior 10 years.
(3) The estimated credited service at December 31, 1998, for the executive
officers named in the table on page 11 is as follows: James A. Watt (2
years), Don D. Box (3 years), Robert P. Murphy (1 year), Steven J. Craig (4
years), and J. Burke Asher (2 years).
(4) The normal form of payment is a life annuity for a single participant or a
50% joint and survivor annuity for a married participant. Such benefits are
not subject to a deduction for Social Security or other offset amounts.
10
<PAGE> 16
DIRECTOR STOCK OPTION AND PURCHASE PLANS
DIRECTOR STOCK OPTIONS
In 1998 David H. Hawk and James Arthur Lyle each were granted stock options to
purchase shares of our common stock under the 1997 Stock Option Plan. The option
grants to each of these directors consist of three grants: one grant to purchase
25,000 shares to be effective December 4, 1997, at an exercise price of $6.88
per share; a second grant to purchase 25,000 shares to be effective May 1, 1998,
at an exercise price of $9.00 per share; and a third grant to purchase 25,000
shares to be effective May 1, 1999, at an exercise price of $11.00 per share.
The options will have 10-year terms, will not be exercisable until one year
after their respective grants or, if earlier, the termination of the director
from the board of directors other than by resignation, and will terminate 60
days after the director's ceasing to be a member of the board of directors (one
year if due to death or disability).
Also in 1998, David H. Hawk and David E. Preng each were awarded stock options
under the 1997 Stock Option Plan to purchase 10,000 shares effective December
23, 1998, at an exercise price of $3.13 per share. The options are exercisable
one-third each year beginning December 23, 1999.
DIRECTOR STOCK PURCHASE PLAN
On December 4, 1997, the holders of a majority of our voting stock approved the
Non-Employee Director Stock Purchase Plan, which is intended to encourage our
directors to acquire a greater equity interest in the company by providing a
means for them to receive their director fees in shares of common stock.
Each non-employee director of the company may elect once each year to receive
all or a portion of the fees he receives as a director in restricted shares of
common stock in lieu of cash. The number of shares of stock to be received will
be the number of shares that will equal 150% of the cash amount of such
director's fees divided by the closing market price of the stock on the day that
cash fees would otherwise be paid to the director. The director may not transfer
shares of stock for one year after issuance or, if earlier, his termination as a
member of the board of directors as a result of his death, disability, removal
or failure to be nominated for an additional term. The director will have the
right to vote the shares of restricted stock and to receive any dividends paid
in cash or other property.
During 1998 the directors received shares of stock in lieu of cash fees as
follows:
John E. Goble, Jr. received 4,018 shares in lieu of $12,000 cash. James
Arthur Lyle received 6,698 shares in lieu of $20,000 cash. David E. Preng
received 11,630 shares in lieu of $35,500 cash. Thomas W. Rollins received
6,698 shares in lieu of $20,000 cash. Alan C. Shapiro received 11,277
shares in lieu of $34,750 cash.
The board of directors may terminate the Director Stock Purchase Plan at any
time.
OTHER TRANSACTIONS WITH DIRECTORS
During 1998, we paid Rollins Resources, a proprietorship owned by director
Thomas W. Rollins, $9,928 for consulting fees and expense reimbursements. During
1998, we paid $39,601 in fees and expense reimbursements to Preng & Associates,
Inc., which is majority-owned by director David E. Preng, for executive search
services.
11
<PAGE> 17
CHANGE IN CONTROL ARRANGEMENTS
1997 SEVERANCE PLAN
In November 1997, we adopted the Box Energy Corporation Severance Plan which
generally covers all of our full-time regular employees. The 1997 Severance Plan
provides for severance pay in applicable instances of "Involuntary Termination"
(as defined in the 1997 Severance Plan) of amounts ranging from the equivalent
of two months base pay to the equivalent of 18 months base pay. The level of
severance pay for which an employee may be eligible depends upon the employee's
classification and full years of service. An "Involuntary Termination" of a
covered employee is any termination which does not result from a voluntary
resignation other than any of (i) a "Termination for Cause," (ii) a termination
by reason of death, (iii) a termination by reason of disability if one is
eligible for benefits under a company disability benefit plan, or (iv) a
termination which is expected to be of short duration and to be followed by
reemployment with the company. A "Termination for Cause" is any termination of
an individual's employment by reason of such individual's conviction of any
felony or of a misdemeanor involving moral turpitude, failure to perform his or
her duties or responsibilities in a manner satisfactory to the company,
engagement in business activities which are in conflict with the business
interests of the company, insubordination or engagement in conduct which is in
violation of the company's safety rules or standards or which otherwise causes
injury to another employee or any other person, or engagement in conduct which
is otherwise inappropriate in the office or work environment.
EMPLOYMENT AGREEMENTS
We entered into an employment agreement with James A. Watt, President and Chief
Executive Officer of the company, for a period of five years from March 17,
1997, renewable upon mutual agreement of the parties. Under the terms of the
agreement, Mr. Watt will receive a salary of $210,000 per year, subject to
annual increases at the discretion of the board of directors or its designee,
with a target bonus amount equal to 50% of his base salary. Mr. Watt received
$123,000 for reimbursement of moving expenses. The company recommended to the
compensation committee of the board of directors (and the committee approved)
the granting to Mr. Watt 15,000 shares of common stock and employee stock
options to purchase 100,000 shares of common stock vesting 20% per year over
five years, subject to appropriate stockholder approval.
In the event of Mr. Watt's termination of employment by the company other than
for cause (as defined in the agreement) or his resignation for good reason (as
defined in the agreement), Mr. Watt will be entitled to receive the amount of
his then annual base salary plus his target bonus. In the event of his
termination of employment by the company other than for cause or by Mr. Watt for
good reason, within one year after a change in control of the company (as
defined in the agreement), Mr. Watt will be entitled to receive a lump-sum
payment equal to a multiple of the sum of his then annual base salary plus his
target bonus. Such multiple will decline from three, if the change of control
occurs within two years after execution of the agreement, to two, if the change
in control occurs between two and four years after execution of the agreement.
If payment to Mr. Watt upon termination of employment after a change in control
of the company should be subject to federal excise tax, Mr. Watt will be
entitled to receive additional payments from the company in an amount necessary
to place him in the same after-tax position as would have been the case if no
additional tax had been imposed.
We entered into employment agreements with Steven J. Craig, Senior Vice
President of the company, and J. Burke Asher, Vice President of the company, for
a period of two years from August 29, 1997, renewable only by written agreement
signed by the company and the officer. Under the terms of the agreements, Mr.
Craig will receive a salary of $100,000 per year, and Mr. Asher will receive a
salary of $95,000 per year, both subject to annual increases at the discretion
of the board of directors. The officer may receive, but is not guaranteed, an
annual performance bonus. In the event that the employment of the officer is
terminated by the company "Without Cause" (as defined in the agreement), or is
terminated by the officer for "Good Reason" (as defined in the agreement), the
officer will be entitled to receive a lump-sum cash severance payment equal to
two times the amount of the officer's then current annual base salary.
12
<PAGE> 18
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
We believe that employing and retaining highly qualified and high performing
executive officers is vital to our achievement of long-term business goals. To
this end, the Compensation Committee of the board of directors (the "Committee")
developed an executive compensation program which is designed to attract and
retain such officers.
The philosophy is to develop a systematic, competitive executive compensation
program which recognizes an executive officer's position and responsibilities,
takes into account competitive compensation levels payable within the industry
by similarly sized companies, and reflects both individual and company
performance.
The executive compensation program developed by the Committee is composed of the
following three elements: (i) a base salary, (ii) a performance-based annual
cash incentive (short-term), and (iii) a stock-based incentive (long-term).
Under this program, short-term and long-term incentives are "at risk" and are
based on performance of the company versus defined goals.
The Committee compiles data reflecting the compensation practices of a broad
range of organizations in the oil and gas industry that are similar to us in
size and performance. For both the base salary and annual cash incentives
portions of executive compensation discussed below, the Committee adopted a
philosophy of paying the executive officers at a level that is competitive and
within the ranges reflected by the data compiled.
BASE SALARIES
Base salary is the portion of an executive officer's total compensation package
which is payable for performing the specific duties and assuming the specific
responsibilities defining the executive's position with the company. The
Committee's objective is to provide each executive officer a base salary that is
competitive at the desired level.
ANNUAL CASH INCENTIVES
The Committee developed a performance-based annual cash incentive plan covering
the executive officers and top managers. The objectives in designing the plan
are to reward participants for accomplishing objectives which are generally
measurable and increase shareholder value. Under the annual cash incentive plan,
the Committee has established a "target" cash incentive award for each executive
officer (including the Chief Executive Officer) that is payable based mostly
upon the company's achieving certain performance targets and, to a lesser
extent, for achieving highly challenging individual performance objectives. The
performance targets are increasing reserves and production; controlling finding,
development, and production costs; and achieving an overall return on capital;
all of which are competitive with a peer group of oil and gas companies. The
Committee also determined that award levels under the plan should be fiscally
prudent.
13
<PAGE> 19
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION-CONTINUED
LONG-TERM STOCK-BASED INCENTIVES
We maintain a stock option plan for officers and other employees. The philosophy
is to award stock options to selected plan participants based on their levels
within the company and upon individual merit. The plan is to grant stock options
which are competitive within the industry for other individuals at the
employee's level and which provide the employee a meaningful incentive to remain
with the company, to increase performance, and to focus on achieving long-term
increases in shareholder value. Other factors the Committee considers in
granting stock options include the employee's contributions toward achieving the
company's long-term objectives, such as reserve replacements and acquisitions,
as well as the employee's contributions in achieving the company's short-term
and long-term profitability targets.
COMPENSATION COMMITTEE
David E. Preng
William E. Greenwood
James Arthur Lyle
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
No executive officer serves on the compensation committee of the board. The
company paid $234,000 to Preng & Associates, Inc., which is majority-owned by
David E. Preng, chairman of the compensation committee, for executive search
services provided to the company from July 1996 through the end of 1998,
including $40,000 in 1998. The level of fees received by Preng & Associates
usually depends, at least in part, on the initial level of compensation we offer
to the candidate successfully recruited by us through Preng & Associates.
14
<PAGE> 20
PERFORMANCE GRAPH
The following performance graph compares the performance of all classes of our
common stock to the NASDAQ indices of United States companies and to a peer
group comprised of NASDAQ companies listed under the Standard Industrial
Classification Codes 1310-1319 for the company's last five fiscal years. Such
industrial codes include companies engaged in the oil and gas business. The
graph assumes that the value of an investment in our common stock and in each
index was $100 at December 31, 1993, and that all dividends were reinvested.
[GRAPH]
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year NASDAQ NASDAQ
Covered) ROILA* ROILB* ROIL* U.S. O&G
<S> <C> <C> <C> <C> <C>
12/31/93 100.00 100.00 100.00 100.00
12/31/94 53.85 85.15 97.75 92.48
12/31/95 41.83 68.32 138.27 97.19
12/31/96 35.58 72.28 170.03 140.48
12/31/97 20.19 41.09 208.53 133.88
12/31/98 14.10 25.25 293.83 64.95
</TABLE>
- ---------------
* The last day of trading for ROILA and ROILB was December 24, 1998. Effective
at the opening of trading on December 28, 1998, both former classes of stock
were replaced by the new single class of voting common stock (ROIL). The
values shown above as of December 31, 1998, for ROILA give effect to the
1.15:1 exchange ratio that the former holders of ROILA received in the
exchange for the new class of common stock, and the 1:1 exchange ratio that
the former holders of ROILB received in the exchange for the new class of
common stock.
15
<PAGE> 21
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of May 10, 1999, the following persons held shares of the company's common
stock in amounts totaling more than 5% of the total shares of common stock
outstanding. This information was furnished to us by such persons or statements
filed with the Securities and Exchange Commission.
<TABLE>
<CAPTION>
SHARES OF
NAME AND ADDRESS OF COMMON STOCK PERCENT OF
BENEFICIAL OWNER BENEFICIALLY OWNED COMMON STOCK
- ------------------- ------------------ ------------
<S> <C> <C>
J.R. Simplot................................................ 5,931,028(1) 27%
999 Main Street
Boise, Idaho 83702(1)
S-Sixteen Limited Partnership............................... 3,085,028(1) 14%
PO Box 27
Boise, Idaho 83707(1)
Heartland Advisors, Inc..................................... 3,588,220(2) 17%
790 North Milwaukee Street
Milwaukee, Wisconsin 53202(2)
</TABLE>
- ---------------
(1) Mr. J.R. Simplot is the trustee and beneficiary of the J.R. Simplot Self
Declaration of Revocable Trust dated December 21, 1989, an inter vivos
revocable trust. The Trust is the sole general partner of S-Sixteen Limited
Partnership, an Idaho limited partnership. Mr. Simplot may be deemed a
beneficial owner of the 2,785,028 shares and 300,000 warrants owned by
S-Sixteen Limited Partnership. Mr. Simplot may be deemed a beneficial owner
of 2,845,000 shares owned by the Trust and 1,000 shares owned jointly by Mr.
Simplot and his spouse. Included in the above table are 300,000 shares of
common stock issuable to S-Sixteen Limited Partnership upon the exercise of
warrants within 60 days of May 10, 1999. 100,000 warrants are exercisable at
$7.00 per share for a period of 12 months from December 28, 1998; 100,000
warrants are exercisable at $9.00 per share for a period of 36 months from
December 28, 1998; and 100,000 warrants are exercisable at $11.00 per share
for a period of 60 months from December 28, 1998.
(2) Heartland Advisors, Inc. informed us that it has sole dispositive power over
all 3,588,220 shares and sole voting power over 1,932,520 of the shares.
16
<PAGE> 22
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT-CONTINUED
OWNERSHIP OF MANAGEMENT
The number of shares of the company's common stock beneficially owned as of May
10, 1999, by directors of the company, each executive officer named in the table
on page 14, and as a group comprised of all directors and executive officers,
are set forth in the following table. This information was furnished to the
company by such persons.
<TABLE>
<CAPTION>
SHARES OF OPTIONS
COMMON STOCK EXERCISABLE PERCENT OF
BENEFICIALLY WITHIN 60 DAYS OF COMMON
NAME OWNED MAY 10, 1999 TOTAL STOCK
- ---- ------------ ----------------- ------- ----------
<S> <C> <C> <C> <C>
J. Burke Asher................................. 3,001 11,667 14,668 *
Don D. Box..................................... 33,707 26,667 60,374 *
Steven J. Craig................................ 10,365 11,667 22,032 *
John E. Goble, Jr. ............................ 6,583 50,000 56,583 *
William E. Greenwood........................... 0 50,000 50,000 *
David H. Hawk.................................. 1,630 50,000 51,630 *
James Arthur Lyle.............................. 12,288 50,000 62,288 *
Robert P. Murphy............................... 7,650 13,334 20,984 *
David E. Preng................................. 30,522 50,000 80,522 *
Thomas W. Rollins.............................. 19,513 50,000 69,513 *
Alan C. Shapiro................................ 21,614 50,000 71,614 *
James A. Watt.................................. 32,700 56,667 89,367 *
All directors and executive officers as a group
(13 persons)................................. 180,973 490,002 670,975 3.1%
</TABLE>
- ---------------
* Less than one percent of the outstanding shares.
17
<PAGE> 23
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Until December 28, 1998, S-Sixteen Holding Company owned approximately 57% of
the outstanding shares of the class A (Voting) stock of Remington and 94% of the
outstanding shares of both CKB Petroleum, Inc. and CKB & Associates, Inc. A
resolution adopted in 1992 by our board of directors authorizes us to enter into
a transaction with an affiliate of the company so long as the board of directors
determines that such a transaction is fair and reasonable to the company and is
on terms no less favorable to the company than can be obtained from an
unaffiliated party in an arm's-length transaction.
We pay oil transportation charges to CKB Petroleum, Inc. for transporting crude
oil from certain of our offshore blocks. Since March 1985, CKB Petroleum, Inc.
has owned a minority interest in the pipeline transporting oil from the wells in
these blocks to Venice, Louisiana. The tariff for the pipeline at $2.75 per
barrel was published and filed with the Federal Energy Regulatory Commission,
which regulates such rates. The rate has been uniform since 1982 among all
owners of the pipeline from South Pass block 89 Field and is consistent with the
rate charged by an unaffiliated party to our predecessor entity prior to the
acquisition of the pipeline interest by CKB Petroleum, Inc. CKB Petroleum billed
the company $3.0 million, $3.2 million and $2.8 million for oil transportation
fees in 1998, 1997, and 1996, respectively.
We bill S-Sixteen Holding Company, CKB Petroleum, Inc., and CKB & Associates,
Inc. for the estimated fair value of usage of an allocated portion of subleased
office space, certain payroll costs and benefits, and other overhead costs. The
amounts billed are considered to be the fair value of such usage by, or
allocations for the benefit of, the related parties. The amounts that we billed
related parties were not material in 1998, 1997, and 1996.
Under the Limited Partnership Agreement of our predecessor, OKC Limited
Partnership, the general partners were entitled to advancement of litigation
expenses in the event they were named parties to litigation in their capacity as
general partners. In order to receive such advancements, each general partner
was required, in writing, to request advancement of litigation expenses and
undertake to repay any advancements in the event it was determined, in
accordance with applicable law, that the general partners were not entitled to
indemnification for litigation expenses. Each general partner executed such an
undertaking agreement in relation to derivative litigation. Accordingly, the OKC
Limited Partnership and later the company, advanced litigation expenses to CKB &
Associates, Inc. and Cloyce K. Box (and his estate following his death) in
connection with such litigation. In addition, the company advanced litigation
expenses on behalf of certain of our directors and officers for one lawsuit
related to derivative litigation and for other lawsuits. In accordance with our
By-Laws, the defendants have executed written undertakings to repay the company
for any related expenses advanced on their behalf if it is later found that such
costs were not subject to indemnification by the company. No judicial
determination has been made that any of the general partners, directors, or
officers are not entitled to indemnification for litigation expenses incurred.
The total legal costs incurred related to these cases were $351,000 and $1.5
million for 1997 and 1996, respectively.
In December 1997, we paid $1.9 million to Mr. Simplot and $100,000 to Mr. Lyle
for attorneys' fees in connection with the settlement of derivative litigation.
On April 29, 1997, the company lent S-Sixteen Holding Company $7.25 million to
retire existing secured debt of S-Sixteen Holding Company. The note to the
company was payable on May 29, 1997, but was extended to June 3, 1997. After
partial repayment by SSHC of the note, the company extended a new note in the
amount of $6.95 million at an interest rate of 9.5% that matured May 29, 1998,
and required monthly installment payments of $100,000. In 1998 the maturity date
was extended to November 29, 1998. S-Sixteen Holding Company pledged as
collateral for the promissory note the 1,840,525 shares of the company's Class A
(Voting) common stock owned by S-Sixteen Holding Company. The pledge agreement
provided that in the event that S-Sixteen Holding Company defaults on the note,
the company, upon five days' notice to S-Sixteen Holding Company, has the right
to foreclose upon and sell the
18
<PAGE> 24
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS-CONTINUED
collateral stock and to bid for and buy the stock (except at a private sale).
The pledge agreement also provided that upon the occurrence and during the
continuance of an event of default, the company may direct the vote of such
stock. S-Sixteen Holding Company made payments in excess of the required
amounts, and as of December 28, 1998, the outstanding principal amount of the
note had been reduced to $4.76 million. On December 28, 1998, S-Sixteen Holding
Company was merged into Remington and the remaining balance of the note is
considered forgiven as part of the cost of our acquisition of S-Sixteen Holding
Company.
We paid $234,000 to Preng & Associates, Inc., which is majority-owned by David
E. Preng, a director of the company, for executive search services provided to
us from July 1996 through the end of 1998.
In the merger with S-Sixteen Holding Company, we acquired a receivable in the
estimated fair value amount of $210,000 from the Estate of Cloyce K. Box. Don D.
Box is co-executor of the Estate.
A long-term receivable in the aggregate amount of $299,000 acquired in the
merger reflects CKB Petroleum's claims under Collateral Assignment Split Dollar
Insurance Agreements among CKB Petroleum and Don D. Box and two of his brothers.
19
<PAGE> 25
REMINGTON OIL AND GAS CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Steven J. Craig and J. Burke Asher, or
either of them, proxies with the full power of substitution, to vote as set
forth herein all shares of common stock of Remington Oil and Gas Corporation
(the "Company") held of record by the undersigned as of May 14, 1999, at the
Annual Meeting of Stockholders of the Company (the "Annual Meeting"), to be held
on June 17, 1999, at 2:00 p.m., central daylight time, and any adjournments or
postponements thereof, hereby revoking any proxies heretofore given.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
"FOR" THE ELECTION OF THE DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS, "FOR"
THE RATIFICATION OF ARTHUR ANDERSEN LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 1999, "FOR" AMENDMENT TO THE 1997 STOCK
OPTION PLAN, AND IN THE DISCRETION OF THE PROXIES ON ANY OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF.
You are encouraged to specify your choices by marking the appropriate box,
SEE REVERSE SIDE, but you need not mark any box if you wish to vote in
accordance with the Board of Directors recommendations. The proxies cannot vote
your shares unless you sign and return this card.
(TO BE SIGNED ON THE REVERSE SIDE)
[X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1. Election of FOR WITHHELD Nominees: Don D. Box David H. Hawk Thomas W. Rollins
Directors [ ] [ ] John E. Goble, Jr. James Arthur Lyle Alan C. Shapiro
William E. Greenwood David E. Preng James A. Watt
</TABLE>
<TABLE>
<S> <C> <C> <C>
For, except vote withheld from the following Nominee(s):
-----------------------------------------------------
- -----------------------------------------------------
--------------------------------------------------- FOR AGAINST ABSTAIN
</TABLE>
<TABLE>
<S> <C> <C> <C>
2. Ratification of Arthur Andersen LLP as the Company's
independent accountants for fiscal year ending December
31, 1999. [ ] [ ] [ ]
3. Amend the 1997 Stock Option Plan to increase the shares
issuable to a single individual from 275,000 to 25% of
the aggregate available under the Plan. [ ] [ ] [ ]
4. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the
meeting.
</TABLE>
Signature(s)
-----------------------------------------
Date
-----------------------------------------, 1999
NOTE: PLEASE SIGN EXACTLY AS NAME
APPEARS HEREON. JOINT OWNERS
SHOULD EACH SIGN. WHEN
SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR,
TRUSTEE, OR GUARDIAN, PLEASE
GIVE FULL TITLE AS SUCH.
