SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------- -------
Commission file number 1-11516
REMINGTON OIL AND GAS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-2369148
(State or other jurisdiction of IRS employer identification no.)
incorporation or organization)
8201 Preston Road, Suite 600, Dallas, Texas 75225-6211
(Address of principal executive offices)
(Zip code)
(214) 210-2650
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for 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
--- ---
There were 21,275,229 outstanding shares of Common Stock, $0.01 par value, on
November 11, 1999.
<PAGE>
Remington Oil and Gas Corporation
Table of Contents
PART I, FINANCIAL INFORMATION 3
ITEM 1. FINANCIAL STATEMENTS 3
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Income 4
Condensed Consolidated Statements of Cash Flows 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 8
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 11
PART II, OTHER INFORMATION 12
ITEM 1. LEGAL PROCEEDINGS 12
ITEM 2. CHANGES IN SECURITIES 12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 12
ITEM 5. OTHER INFORMATION 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 12
<PAGE>
PART I, FINANCIAL INFORMATION
Item 1. Financial Statements
Remington Oil and Gas Corporation
Condensed Consolidated Balance Sheets
(In thousands, except share data)
September 30, December 31,
1999 1998
Assets ------------- ------------
Current assets (Unaudited)
Cash and cash equivalents $ 5,682 $ 19,018
Restricted cash and cash equivalents 10,792 8,750
Accounts receivable 6,392 3,212
Prepaid expenses and other current assets 1,122 1,871
------------- ------------
Total current assets 23,988 32,851
------------- ------------
Properties
Oil and natural gas properties (successful-
efforts method) 274,849 260,649
Other properties 2,862 2,706
Accumulated depreciation, depletion and
amortization (182,998) (167,053)
------------- ------------
Total properties 94,713 96,302
------------- ------------
Other assets 931 1,076
------------- ------------
Total assets $ 119,632 $ 130,229
============= ============
Liabilities and stockholders' equity
Liabilities
Current liabilities
Accounts payable and accrued liabilities $ 8,881 $ 7,264
Phillips judgment payable 18,712 18,165
Short-term notes payable and current portion
of long-term notes payable 5,236 8,651
------------- ------------
Total current liabilities 32,829 34,080
Other liabilities
Long-term accounts payable 1,840 2,913
Notes payable 25,523 3,500
8 1/4% Convertible subordinated notes payable
due in 2002 5,950 29,950
------------- ------------
Total other liabilities 33,313 36,363
------------- ------------
Total Liabilities 66,142 70,443
------------- ------------
Commitments and contingencies (Note 4)
Minority interest in subsidiaries 107 87
Stockholders' equity
Preferred stock, $0.01 par value, 25,000,000
shares authorized, shares issued - none - -
Common stock, $0.01 par value, 100,000,000
shares authorized, shares issued - 21,481,204
in 1999 and 21,453,453 in 1998,shares
outstanding - 21,275,229 in 1999 and
21,247,478 in 1998 213 213
Additional paid-in capital 44,234 44,117
Retained earnings 8,936 15,369
------------- ------------
Total stockholders' equity 53,383 59,699
------------- ------------
Total liabilities and stockholders' equity $ 119,632 $ 130,229
============= ============
See accompanying Notes to Condensed Consolidated Financial Statements.
<PAGE>
Remington Oil and Gas Corporation
Condensed Consolidated Statements of Income
(Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
----------------- -----------------
1999 1998 1999 1998
-------- ------- -------- -------
<S> <C> <C> <C> <C>
Revenues
Oil sales $ 5,132 $ 2,795 $12,228 $11,103
Gas sales 7,089 2,871 15,615 17,626
Other income 828 50,861 2,679 52,361
-------- ------- -------- -------
Total revenues 13,049 56,527 30,522 81,090
-------- ------- -------- -------
Costs and expenses
Operating costs and expenses 1,866 1,872 5,418 6,366
Net Profits interest expense 605 358 1,295 3,401
Exploration expenses 803 2,222 5,958 5,852
Depreciation, depletion and amortization 6,056 4,196 16,316 15,608
Impairment of oil and gas properties - 2,541 - 3,063
Philips Petroleum judgment - 17,950 - 17,950
General and administrative 1,233 935 3,491 3,317
Legal expense 451 208 1,202 378
Interest and financing expense 988 1,068 3,516 3,129
-------- ------- -------- -------
Total costs and expenses 12,002 31,350 37,196 59,064
-------- ------- -------- -------
Income (loss) before taxes and minority interest 1,047 25,177 (6,674) 22,026
Income tax expense (305) 361 (300) 361
Minority interest in income of subsidiaries (21) - (1) -
-------- ------- -------- -------
Net income (loss) $ 1,373 $24,816 $(6,373) $21,665
======== ======= ======== =======
Basic income (loss) per share $ 0.06 $ 1.22 $ (0.30) $ 1.06
======== ======= ======== =======
Diluted income (loss) per share $ 0.06 $ 1.06 $ (0.30) $ 0.97
======== ======= ======== =======
Weighted average shares outstanding (Basic) 21,268 20,369 21,275 20,359
======== ======= ======== =======
Weighted average shares outstanding (Diluted) 21,368 23,857 21,319 23,847
======== ======= ======== =======
See accompanying Notes to Condensed Consolidated Financial Statements.
</TABLE>
</PAGE>
Remington Oil and Gas Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Nine Months Ended
September 30,
-----------------------
1999 1998
--------- ---------
Cash flow provided by operations
Net income (loss) $ (6,373) $ 21,665
Adjustments to reconcile net income
Depreciation, depletion and amortization 16,316 15,608
Impairment of oil and gas properties - 3,063
Amortization of deferred charges 712 193
Dry hole costs 4,699 1,929
Minority interest in income of subsidiaries (1) -
Stock issued to directors and employees for
compensation 117 444
(Gain) on sale of properties (195) (107)
Changes in working capital
(Increase) decrease in accounts receivable (3,199) 3,687
(Increase) decrease in prepaid expenses and other
current assets 749 (1,194)
Increase (decrease) in accounts payable and accrued
expenses 2,164 16,412
(Increase) in deferred charges - (104)
(Increase) in restricted cash (2,042) -
--------- ---------
Net cash flow provided by operations 12,947 61,596
--------- ---------
Cash from investing activities
Payments for capital expenditures (19,504) (23,207)
Principal repayments - S-Sixteen Holding Company - 1,253
Proceeds from property sales 274 245
--------- ---------
Net cash (used in) investing activities (19,230) (21,709)
--------- ---------
Cash from financing activities
Proceeds from note payable 30,628 3,800
Debt issuance costs for line of credit (528) -
Payments on notes payable and long-term accounts
payable (37,093) (100)
Dividends paid to minority stockholders of
subsidiaries (60) -
--------- ---------
Net cash provided by (used in) financing activities (7,053) 3,700
--------- ---------
Net increase (decrease) in cash and cash equivalents (13,336) 43,587
Cash and cash equivalents at beginning of period 19,018 4,552
--------- ---------
Cash and cash equivalents at end of period $ 5,682 $ 48,139
========= =========
See accompanying Notes to Condensed Consolidated Financial Statements
<PAGE>
Note 1. Accounting Policies and Basis of Presentation
Remington Oil and Gas Corporation is an independent oil and gas
exploration and production company incorporated in Delaware. Our oil and gas
properties are located in three areas, offshore Gulf of Mexico,
Mississippi/Alabama, and onshore Gulf Coast.
We prepared these financial statements according to the instructions
for Form 10-Q. Therefore, the financial statements do not include all
disclosures required by generally accepted accounting principles. However, we
have recorded all transactions and adjustments necessary to fairly present
the financial statements included in this Form 10-Q. The adjustments made
are normal and recurring. The following notes describe only the material
changes in accounting policies, account details or financial statement notes
during the first nine months of 1999. Therefore, please read these financial
statements and notes to the financial statements together with the audited
financial statements and notes to financial statements in our 1998 Form 10-K.
The income statements for the three and nine months ended September 30, 1999,
cannot necessarily be used to project results for the full year.
Note 2. Notes Payable
In December 1998, we replaced our two classes of common stock with one
class of common stock. The indenture for the 8 1/4% Convertible Subordinated
Notes (of which $38.4 million were outstanding at December 31, 1998) defined
this transaction as a "change in control." As required under the indenture
after a "change in control," we made an offer to purchase the notes. In
February 1999, we repurchased $32.4 million of the notes outstanding
following this offer.
In February 1999, we replaced our line of credit with a new line of
credit from a different bank. The new line of credit, a $50.0 million
facility with a borrowing base of $32.0 million, expires in 2003. We pledged
our oil and gas properties as collateral for the new line of credit. Interest
on the line of credit accrues at varying rates based on premiums of from
1.625 to 2.375 percentage points over the London Interbank Offered Rates. On
February 24, 1999, we borrowed $24.5 million on this line of credit and used
the proceeds to buy a portion of the convertible notes. We have since
borrowed $6.1 million for capital expenditures and other corporate purposes.
Note 3. Related Party Transactions
The following information about related party transactions includes the
transactions between Remington Oil and Gas Corporation and S-Sixteen Holding
Company and its subsidiaries prior to the merger of the two companies in
December 1998. Before the merger, S-Sixteen Holding Company owned
approximately 57% of Remington's voting common stock. The primary operating
subsidiary, CKB Petroleum, Inc., owns an undivided interest in a pipeline
that transports oil from our South Pass blocks, offshore Gulf of Mexico, to
Venice, Louisiana. For the three and nine months ended September 30, 1998, we
paid transportation costs to CKB Petroleum, Inc. totaling $612,000 and $2.3
million. In addition, during the same three and nine month periods, Remington
received interest income totaling $173,000 and $420,000, and principal
payments totaling $370,000 and $1.3 million from S-Sixteen Holding Company.
Note 4. Contingencies
Phillips Petroleum Litigation
In August 1998, the state trial court in New Orleans, Louisiana,
entered a judgment against us in litigation with Phillips Petroleum Company.
The judgment in the amount of $10.9 million plus interest ($18.0 million
total) was based upon claims that we credited an insufficient amount from our
1990 litigation settlement with TETCO to Phillips' net profits account
covering South Pass Block 89 and that Phillips was due an overriding royalty
payment for months in which there were no net profits. The judgment is under
appeal. Oral arguments were held on September 13, 1999. In connection with
the appeal, we have posted a bond in the amount of $18.0 million
collateralized with $9.0 million of restricted cash. We recorded the entire
$18.0 million judgment in the third quarter of 1998, and we continue to
record interest expense on this judgment as it accrues. We are currently
awaiting a ruling from the state court of appeals in New Orleans, Louisiana.
We also have litigation pending with Phillips in state court in Collin
County, Texas. This litigation centers on our termination of the gas contract
with Texas Eastern in 1998 for $49.8 million, and what, if any, of the
termination amount we received should be credited to the net profits account.
The court in Collin County stayed the case pending resolution of the
Louisiana appeals. Certain possible outcomes of the litigation with Phillips
could have a material adverse effect on us.
Minerals Management Service Issues
During the first quarter of 1999, the Minerals Management Service (MMS)
informed us of certain audit issues. The issues involve alleged underpaid
royalties on the South Pass Block 89 Complex from 1990-1998. During the
second quarter of 1999, the MMS issued orders to pay additional royalties on
these claims. We strongly disagree with the MMS position. After posting bonds
totaling $3.6 million, collateralized with $1.8 million of restricted cash,
we have entered into negotiations with the MMS in regard to these items. In
light of these negotiations, it is impossible to determine the amount of
royalty, if any, we may owe. Certain possible outcomes of these proceedings
could materially affect our financial statements.
Minority Shareholders Litigation
Two individuals own a combined 5.8824% in two of our subsidiaries, CKB
Petroleum, Inc. and CKB & Associates, Inc. We acquired the two subsidiaries
when we merged with S-Sixteen Holding Company in December 1998. In their
lawsuit, filed in state court in Dallas, Texas, the minority stockholders
allege that these defendants, as well as defendant Box Brothers Holding
Company (later known as S-Sixteen Holding Company), misappropriated and /or
wasted corporate assets through excessive salaries, bonuses and expenses in
addition to making improper loans and cash advances. The two minority
stockholders seek to have these purported improper payments declared
constructive dividends with a pro-rata share of such dividends paid to them.
In addition, they seek a court ordered buy-out of their interests. We are
vigorously defending what we believe to be a baseless suit. The state court
recently disqualified counsel for the minority stockholders. We have no
indication that the minority stockholders have obtained new counsel. The suit
is set for trial in early December 1999.
We have no other material pending legal proceedings other than the
litigation mentioned above.
Contingent Stock Grant
In June 1999, the Board of Directors approved a contingent stock grant
to our employees and directors. If our common stock's closing price is at or
above $10.42 per share for twenty consecutive trading days prior to the
expiration of the five-year period beginning June 17, 1999, each grant of
stock will become effective. The number of shares granted each employee and
director is relative to the employee's salary (or base number in the case of
directors) and the closing stock price on June 17, 1999. The grants, if
effective, will vest 50% in three years, 75% in four years, and 100% in five
years. The total number of shares that could be issued under this contingent
stock grant is 679,937
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion will assist in the understanding of our
financial position and results of operations. The information below should be
read in conjunction with the financial statements, the related notes to
financial statements, and our Form 10-K for the year ended December 31, 1998.
Our discussion contains both historical and forward-looking
information. We assess the risks and uncertainties about our business, long-
term strategy, and financial condition before we make any forward-looking
statements, but we cannot guarantee that our assessment is accurate or that
our goals and projections can or will be met. Statements concerning results
of future exploration, exploitation, development, and acquisition
expenditures as well as revenue, expense, and reserve levels are forward-
looking statements. We make assumptions about commodity prices, drilling
results, production costs, administrative expenses, and interest costs that
we believe are reasonable based on currently available information of known
facts and trends.
This discussion is primarily an update to the Management's Discussion
and Analysis of Financial Condition and Results of Operations included in the
1998 Form 10-K. We recommend that you read this discussion in conjunction
with the Form 10-K.
Our long-term strategy is to increase shareholder value by economically
increasing reserves, production, and cash flow on an annual basis. At the
same time, we believe it is important to maintain a strong balance sheet by
keeping our total debt at a manageable level. We will balance our capital
expenditures, financed primarily by operating cash flow and bank debt, among
exploration, development, and acquisitions.
Liquidity and Capital Resources
On September 30, 1999, our current liabilities exceeded our current
assets by $8.8 million. Excluding the Phillips judgment payable from current
liabilities and the $9.0 million of restricted cash related thereto from
current assets would result in our current assets exceeding our current
liabilities by $871,000. From December 31, 1998, to September 30, 1999, our
current assets decreased by $8.9 million. The current assets decreased
primarily because we used cash to purchase a portion of the 8 1/4% Convertible
Subordinated Notes and our capital expenditures exceeded cash flow from
operations during the first three quarters of 1999.
Because of the merger with S-Sixteen Holding Company which included the
exchange of our common stock in December 1998, we were required to offer to
purchase any tendered 8 1/4% Convertible Subordinated Notes. Of the $38.4
million outstanding at December 31, 1998, we purchased $32.4 million on
February 25, 1999. We refinanced $24.0 million of the purchase with a long-
term bank line of credit and used cash to purchase the remaining $8.4 million
of the tendered notes.
Cash flow from operations decreased by $48.2 million primarily because
we received $49.8 million in cash during the third quarter of 1998 for the
termination of a long-term contract for gas sales from South Pass Block 89.
Excluding the cash received from the termination of the gas contract and the
increases in restricted cash, cash flow from operations has increased from
the third quarter of 1998 because of increases in both total production and
the average oil and gas prices. The following table reflects the increase in
cash flow from operations, production and average prices.
<TABLE>
<CAPTION>
Three Months ended
--------------------------------------------------------------
September 30, December 31, March 31, June 30, September 30,
1998 1998 1999 1999 1999
------------- ------------ --------- -------- -------------
<S> <C> <C> <C> <C> <C>
Cash flow from operations
(before cash from contract
termination and increase
in restricted cash) $ (110) $ 1,194 $ 1,318 $ 4,191 $ 9,480
Production Bcf equivalents 2.9 3.0 3.5 4.2 4.6
Average oil price $ 10.36 $ 9.17 $ 9.15 $ 13.64 $ 17.70
Average gas price $ 2.28 $ 2.18 $ 2.11 $ 2.15 $ 2.46
</TABLE>
During the first nine months of 1999, we incurred capital expenditures
totaling $19.5 million. We drilled six wells in the Gulf of Mexico, two wells
in Mississippi, and 24 wells in south Texas. During the remainder of 1999, we
will incur costs to complete several of the south Texas wells, South Pass
Block 87 well D-2, and two Mississippi wells. We also expect to drill three
wells in the Gulf of Mexico, two additional wells in south Texas, and two
wells in Mississippi.
In February 1999, we replaced our line of credit with a new line of
credit from a different bank. The new line of credit with a borrowing base of
$32.0 million expires in 2003. We pledged our oil and gas properties as
collateral for the new line of credit. On February 24, 1999, we borrowed
$24.5 million on this line of credit and used the majority of the proceeds to
buy a portion of the convertible notes. At September 30, 1999, we had $1.4
million of unused borrowing base on the line of credit. The bank will review
the borrowing base semi-annually and may increase or decrease the borrowing
base relative to the redetermined estimate of proved oil and gas reserves.
In August 1998, the state trial court in New Orleans, Louisiana,
entered a judgment against us in litigation with Phillips Petroleum Company.
The judgment in the amount of $10.9 million plus interest ($18.0 million
total) was based upon claims that we credited an insufficient amount from our
1990 litigation settlement with TETCO to Phillips' net profits account
covering South Pass Block 89 and that Phillips was due an overriding royalty
payment for months in which there were no net profits. The judgment is under
appeal. Oral arguments were held on September 13, 1999. In connection with
the appeal, we have posted a bond in the amount of $18.0 million
collateralized with $9.0 million of restricted cash. We recorded the entire
$18.0 million judgment in the third quarter of 1998, and we continue to
record interest expense on this judgment as it accrues. We are currently
awaiting a ruling from the state court of appeals in New Orleans, Louisiana.
We also have litigation pending with Phillips in state court in Collin
County, Texas. This litigation centers on our termination of the gas contract
with Texas Eastern in 1998 for $49.8 million, and what, if any, of the
termination amount we received should be credited to the net profits account.
The court in Collin County stayed the case pending resolution of the
Louisiana appeals. Certain possible outcomes of the litigation with Phillips
could have a material adverse effect on us.
During the first quarter of 1999, the Minerals Management Service (MMS)
informed us of certain audit issues. The issues involve alleged underpaid
royalties on the South Pass Block 89 Complex from 1990-1998. During the
second quarter of 1999, the MMS issued orders to pay additional royalties on
these claims. We strongly disagree with the MMS position. After posting bonds
totaling $3.6 million, collateralized with $1.8 million of restricted cash,
we have entered into negotiations with the MMS in regard to these items. In
light of these negotiations, it is impossible to determine the amount of
royalty, if any, we may owe. Certain possible outcomes of these proceedings
could materially affect our liquidity.
Year 2000 Issue
The year 2000 issue relates to computer programs written with two
digits defining a year rather than four. Computer programs that have date-
sensitive software may recognize a date using "00" as the year 1900 instead
of 2000 or not at all. This inability to recognize or properly treat the
year 2000 may cause a breakdown of both information technology and non-
information technology systems and cause these systems to process critical
financial and operational information incorrectly.
We have assessed and continue to assess the year 2000 issue and its
impact on our partners, suppliers, customers and us. We identified three
areas related to the year 2000 issue that we believed would be most critical
to us. The first area included our ability to continue producing oil and gas,
to accurately measure the production, and to receive payment for the
production sold. The second area addressed our access to complete and
accurate financial and operational information stored on our internal
computer network. The final area included the management of our financial
assets including cash and securities held with financial institutions.
Twelve properties account for approximately 90% of our revenue. The
properties have seven different operators. Six companies purchase and/or pay
us for the oil and gas production from these properties. We have surveyed the
operators and purchasers regarding the ability to continue production and to
accurately measure the production. We have surveyed the purchasers to
determine their ability to pay us for our production in a timely manner. We
have received favorable written responses to many of the questionnaires. We
anticipate that we will receive favorable responses from the remaining
operators and purchasers. In June of this year, we tested both the hardware
and software in our internal computer network and found that no material year
2000 problems should arise in connection with either of these items. In
addition, the company that provides our financial and accounting software
package has informed us that the software is year 2000 compliant. We have
received a letter from our primary bank confirming that it is year 2000
compliant.
Results of Operations
For the third quarter of 1999, we reported net income of $1.4 million,
or $0.06 per share, on revenues of $13.0 million. This compared to net income
for the third quarter of 1998 of $24.8 million, or $1.22 per share, on
revenues of $56.5 million. For the nine months ended September 30, 1999, we
recorded a net loss of $6.4 million, or $0.30 per share, on revenues of $30.5
million compared to net income of $21.7 million, or $1.06 per share, on
revenues of $81.1 million for the same nine months in 1998.
In the third quarter of 1998, we terminated a gas sales contract
covering production from South Pass Block 89 and received $49.8 million as a
termination fee. With no such non-recurring item in the current period, total
revenues and net income for the three and nine months ended September 30,
1999, decreased from the previous year. However, oil and gas revenues for the
third quarter of 1999 increased $6.6 million or 116% from the third quarter
of 1998. Total production increased from 2.9 Bcfe during the third quarter of
1998, to 4.6 Bcfe during the third quarter of 1999. During the same periods
the average oil price has increased from $10.36 per barrel to $17.70 per
barrel and the average gas price has increased from $2.28 per Mcf to $2.46
per Mcf.
The following table reflects the increase or decrease in oil and gas
sales revenue due to the changes in prices and the increase or decrease in
production volumes.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------- --------------------
1999 1998 1999 1998
-------- -------- --------- --------
(In thousands, except prices)
<S> <C> <C> <C> <C>
Oil production volume (MBbls) 290 270 908 964
Oil sales revenue $ 5,132 $ 2,795 $ 12,228 $ 11,103
Price per barrel $ 17.70 $ 10.36 $ 13.47 $ 11.52
Increase (decrease) in oil sales revenue
due to:
Change in prices $ 1,982 $ 1,880
Change in production volume 355 (755)
-------- ---------
Total increase (decrease) in oil sales
revenue $ 2,337 $ 1,125
======== =========
Gas production volume (MMcf) 2,882 1,262 6,903 5,029
Gas sales revenue $ 7,089 $ 2,871 $ 15,615 $ 17,626
Price per Mcf $ 2.46 $ 2.28 $ 2.26 $ 3.50
Increase (decrease) in gas sales revenue
due to:
Change in prices $ 227 $ (6,236)
Change in production volume 3,991 4,225
-------- ---------
Total increase (decrease) in gas sales
revenue $ 4,218 $ (2,011)
======== =========
</TABLE>
During the third quarter of 1999, oil revenue increased by $2.3 million
primarily because of the $7.34 increase in the average price. In addition,
oil production from Mississippi increased by approximately 12,000 barrels and
oil production from the Gulf of Mexico increased by approximately 7,800
barrels. For the nine months ended September 30, 1999, oil revenue increased
by $1.1 million primarily because of the $1.95 increase in the average price
per barrel. However, oil production from the Gulf of Mexico decreased by
62,000 barrels and oil production from south Texas and west Texas decreased
by 12,000 barrels, partially offset by an increase in oil production from
Mississippi of approximately 18,000 barrels.
During the third quarter of 1999, gas revenues increased by $4.2
million primarily because of a 1.6 Bcf, or 128%, increase in gas production.
The increase came primarily from the offshore Gulf of Mexico which increased
by approximately 1.4 Bcf and from the South Texas Gulf Coast which increased
by approximately 0.2 Bcf. In addition, an $0.18 increase in the average gas
price added $519,000 to total gas revenues. During the first nine months of
1999, gas revenues decreased by $2.0 million primarily because of the
termination of the Texas Eastern gas sales contract in July 1998. During the
first and second quarters of 1998, we sold gas at prices substantially higher
than spot prices from South Pass Block 89 under a long-term gas sales
contract. Gas sales were $6.0 million lower from South Pass Block 89 because
of the lower average gas price. However, net production during the first nine
months increased by 1.9 Bcf. The increase came primarily from the offshore
Gulf of Mexico which increased by approximately 1.5 Bcf and from the South
Texas Gulf Coast which increased by approximately 0.4 Bcf.
Operating expenses decreased during the three and nine months ended
September 30, 1999, compared to the three and nine months ended September 30,
1998, because of lower transportation expenses. The transportation expenses
decreased after we purchased CKB Petroleum, Inc. in December 1998. CKB
Petroleum, Inc. owns an undivided interest in the pipeline that transports
oil from our offshore South Pass blocks to onshore Louisiana. The decrease
was partially offset by increased operating expenses from new properties. Net
profits expense increased by $247,000 during the third quarter of 1999
compared to the third quarter of 1998 because of the increase in oil and gas
prices. During the first nine months of 1999 net profits expense decreased by
$2.1 million because of lower gas revenue caused by the termination of the
gas sales contract on South Pass Block 89.
Exploration expense decreased by $1.4 million during the third quarter
of 1999 primarily because of lower seismic costs. Depreciation, depletion,
and amortization expense increased during the three and nine months ended
September 30, 1999, compared to the same periods in the prior year because of
the increase in the number of producing properties and the increase in
production. During the third quarter of 1998, we recorded a $2.5 million
impairment charge on South Pass Block 89 after the gas sales contract was
terminated.
During the third quarter of 1998, we recorded the $18.0 million
judgment issued against us by the state trial court of Louisiana in the
Phillips litigation. In addition, expenses primarily related to the appeal of
the Phillips judgment caused our legal expenses to increase by $243,000
during the third quarter of 1999 and by $824,000 during the first nine months
of 1999. Interest and financing expense increased by $387,000 during the
first nine months of 1999 because we accelerated the amortization of the
offering costs on the 8 1/4% Convertible Subordinated Notes after we purchased
approximately 85% of the outstanding notes in February 1999.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Our market risk sensitive instrument at September 30, 1999, is a
revolving line of credit from a bank. At September 30, 1999, the unpaid
principal balance under the line was $30.6 million. The interest rate on this
debt is sensitive to market fluctuations, however, we do not believe that
significant fluctuations in the market rate of interest have a material
effect on our consolidated financial position, results of operations, or cash
flow from operations.
<PAGE>
PART II, OTHER INFORMATION
Item 1. Legal Proceedings
Incorporated herein by reference is the discussion of litigation set
forth in Part I, Item 1, Notes to the Financial Statements - Note 4.
Contingencies of this Form 10-Q.
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
2.0+++ Agreement and Plan of Merger dated as of June 22, 1998, by
and between Remington Oil and Gas Corporation and S-Sixteen Holding Company.
3.1* Certificate of Incorporation, as amended.
3.2.1+++ Certificate of Amendment of Certificate of Incorporation of
Remington Oil and Gas Corporation.
3.3### By-Laws as amended.
4.1* Form of Indenture Box Energy Corporation to United States
Trust Company of New York, Trustee, dated December 1, 1992, 8 1/4%
Convertible Subordinated Notes due December 1, 2002.
10.1* Farmout Agreement with Aminoil USA, Inc., effective May 1,
1977, dated May 9, 1977.
10.2* Transportation Agreement with CKB Petroleum, Inc. dated
March 1, 1985, as amended on April 19, 1989.
10.3* Agreement of Compromise and Amendment to Farmout Agreement
dated July 3, 1989.
10.4** Pension Plan of Box Energy Corporation, effective April 16,
1992.
10.5# First Amendment to the Pension Plan of Box Energy
Corporation dated December 16, 1993.
10.6## Second Amendment to the Pension Plan of Box Energy
Corporation dated December 31, 1994.
10.7*** Amended and Restated Promissory Note between Box Energy
Corporation and Box Brothers Holding Company.
10.8*** Amended and Restated Pledge Agreement between Box Energy
Corporation and Box Brothers Holding Company.
10.9++ Agreement by and between Box Energy Corporation and James A.
Watt.
10.10*** Box Energy Corporation Severance Plan.
10.11+ Box Energy Corporation 1997 Stock Option Plan (as amended
June 17, 1999).
10.12*** Box Energy Corporation Non-Employee Director Stock Purchase
Plan.
10.13 Form of Employment Agreement, effective September 30, 1999,
by and between Remington Oil and Gas Corporation and two executive officers.
10.14 Form of Employment Agreement, effective September 30, 1999,
by and between Remington Oil and Gas Corporation and an executive officer.
11.1 Statement regarding Computation of Income per share.
27 Financial Data Schedule
(b) No Forms 8-K were filed during the quarter ended September 30, 1999.
- ----------
* Incorporated by reference to the Company's Registration Statement
on Form S-2 (file number 33-52156) filed with the Commission and effective on
December 1, 1992.
** Incorporated by reference to the Company's Form 10-K (file number
0-19967) for the fiscal year ended December 31, 1992, filed with the
Commission and effective on or about March 30, 1993.
# Incorporated by reference to the Company's Form 10-K (file number
0-19967) for the fiscal year ended December 31, 1993, filed with the
Commission and effective on or about March 30, 1994.
## Incorporated by reference to the Company's Form 10-K (file number
0-19967) for the fiscal year ended December 31, 1994, filed with the
Commission and effective on or about March 30, 1995.
++ Incorporated by reference to the Company's Form 10-Q (file number
1-11516) for the fiscal quarter ended June 30, 1997, filed with the
Commission and effective on or about August 12, 1997
*** Incorporated by reference to the Company's Form 10-K (file number
1-11516) for the fiscal year ended December 31, 1997, filed with the
Commission and effective on or about March 30, 1998.
+++ Incorporated by reference to the Company's Registration Statement
on Form S-4 (file number 333-61513) filed with the Commission and effective
on November 27, 1998.
### Incorporated by reference to the Company's Form 10-K (file number
1-11516) for the fiscal year ended December 31, 1998, filed with the
Commission and effective on or about March 30, 1999.
+ Incorporated by reference to the Company's Form 10-Q (file number
1-11516) for the fiscal quarter ended June 30, 1999, filed with the
Commission and effective on or about August 13, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
REMINGTON OIL AND GAS CORPORATION
Date: November 12, 1999 By: (James A. Watt)
----------------- --------------------------------
James A. Watt
President and Chief Executive Officer
Date: November 12, 1999 By: (J. Burke Asher)
----------------- --------------------------------
J. Burke Asher
Vice President/Finance
<PAGE>
Remington Oil and Gas Corporation
Computation of Earnings per Share
Exhibit 11.1
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------- ---------------------
1999 1998 1999 1998
-------- -------- --------- --------
(In thousands, except prices)
<S> <C> <C> <C> <C>
Net income (loss) available for basic
income per share $ 1,373 $ 24,816 $ (6,373) $ 21,665
Interest expense on the Notes (net of tax) * 519 * 1,548
-------- -------- --------- --------
Net income (loss) available for diluted
income per share $ 1,373 $ 25,335 $ (6,373) $ 23,213
======== ======== ========= ========
Basic income (loss) per share $ 0.06 $ 1.22 $ (0.30) $ 1.06
======== ======== ========= ========
Diluted income (loss) per share $ 0.06 $ 1.06 $ (0.30) $ 0.97
======== ======== ========= ========
Weighted average
Common Stock and common stock equivalents 21,268 - 21,275 -
Class A Stock 3,222 3,222
Class B Stock 17,147 17,137
-------- -------- --------- --------
Total common shares for basic income (loss)
per share 21,268 20,369 21,275 20,359
-------- -------- --------- --------
Dilutive stock options outstanding
(treasury stock method) 100 * 44 *
Shares assumed issued by conversion of the
Notes * 3,488 * 3,488
-------- -------- --------- --------
Total common shares for diluted income
(loss) per share 21,368 23,857 21,319 23,847
======== ======== ========= ========
* Non dilutive.
Potential increase to net income for
diluted income per share
Interest expense on Notes (net of tax) $ 80 $ 501
Potential issues of common stock for
diluted income per share
Weighted average stock options outstanding 1,253 801 1,261 755
Weighted average warrant outstanding 300 - 300 -
Weighted average shares issued assuming
conversion of Notes 541 - 1,135 -
</TABLE>
Exhibit 10.13
EMPLOYMENT AGREEMENT
This Agreement entered into as of the 30th day of September, 1999 (the
"Effective Date"), by and between Remington Oil and Gas Corporation (the
"Company") and [Name] (the "Executive").
WHEREAS, the Company desires to employ the Executive and the Executive
desires to be employed by the Company in the capacities and for the term and
compensation and subject to the terms and conditions hereinafter set forth,
and
WHEREAS, the Board of Directors of the Company (the "Board") has determined
that it is essential and in the best interest of the Company and its
stockholders to retain the services of the Executive especially in the event
of a threat or occurrence of a Change of Control and to ensure his continued
dedication and efforts in such event without undue concern for his personal
financial and employment security; and
WHEREAS, in order to induce the Executive to remain in the employ of the
Company particularly in the event of a threat or an occurrence of a Change in
Control, the Company desires to enter into this Agreement with the Executive
to provide the Executive with certain benefits during the term of his
employment before and after a Change of Control and to provide the Executive
with the Gross-Up Payment (as hereinafter defined).
NOW, THEREFORE, in consideration of the respective agreements of the parties
contained herein, it is agreed as follows:
1. TERM OF AGREEMENT. The Employment Term shall commence on the Effective
Date and shall expire on the second anniversary of the Effective Date;
provided, however, that on each anniversary of the Effective Date, the
Employment Term shall be extended an additional one (1) year from such
anniversary at the mutual written agreement of the Company and the Executive.
2. EMPLOYMENT.
2.1 Subject to the provisions of Section 4 hereof, the Company agrees to
continue to employ the Executive and the Executive agrees to remain in the
employ of the Company during the Employment Term. During the Employment Term,
the Executive shall be employed as [Title] of the Company or in such other
senior executive capacity as may be mutually agreed to in writing by the
parties. The Executive shall perform the duties, undertake the
responsibilities and exercise the authority customarily performed, undertaken
and exercised by persons situated in a similar executive capacity. He shall
also promote, by entertainment or otherwise, the business of the Company.
2.2 During the Employment Term, excluding periods of vacation and sick leave
to which the Executive is entitled, the Executive agrees to devote reasonable
attention and time during normal business hours to the business and affairs
of the Company to the extent necessary to discharge the responsibilities
assigned to the Executive hereunder. The Executive may (1) serve on
corporate, civil or charitable boards or committees, (2) manage personal
investments, and (3) deliver lectures and teach at educational institutions
or events so long as such activities do not significantly interfere with the
performance of the Executive's duties hereunder. It is expressly understood
and agreed that to the extent that any such activities have been conducted by
the Executive prior to the Effective Date, the continued conduct of such
activities (or the conduct of activities similar in nature and scope thereto)
subsequent to the Effective Date shall not thereafter be deemed to interfere
with the performance of the Executive's responsibilities to the Company.
3. COMPENSATION
3.1 Base Salary. During the Employment Term, the Company agrees to pay or
cause to be paid to the Executive an annual base salary of $[ ],
and as may be increased from time to time at the discretion of the Board or
its designee, the Compensation Committee of the Board (the "Compensation
Committee"), (hereinafter referred to as the "Base Salary"). Such Base Salary
shall be payable in accordance with the Company's customary practices
applicable to its executives.
3.2 Bonus. In addition to the Base Salary, the Executive shall be entitled
to an annual performance bonus (the "Bonus"). The amount of the Bonus shall
be targeted at 20% of the Base Salary (the "Targeted Bonus"), provided,
however, that the amount of the Bonus may be increased or decreased at the
discretion of the Board or the Compensation Committee. Each Bonus shall be
paid no later than the end of the third month of the fiscal year next
following the fiscal year for which the Bonus is awarded, unless the
Executive shall elect to defer the receipt of such Bonus.
3.3 Benefits. During the Employment Term, the Executive shall be entitled
to participate in all employee, executive or key-employee benefit or
incentive compensation plans maintained or established by the Company for the
purpose of providing compensation and/or benefits to employees, executives or
key employees, generally, including without limitation, all pension,
retirement, profit sharing, savings, stock option, deferred compensation,
restricted stock grants, medical, hospitalization, dental, disability, life
or travel accident insurance plans. Unless otherwise provided herein, the
compensation and benefits hereunder and the Executive's participation in such
plans, practices and programs shall be on the same basis and terms as
applicable to the other eligible participants in the particular plan,
practice or program. No additional compensation provided under any such plans
shall be deemed to modify or otherwise affect the terms of this Agreement or
any of the Executive's entitlements hereunder.
3.4 Vacation and Sick Leave. During the Employment Term, at such reasonable
times as the Board shall in its discretion permit, the Executive shall be
entitled, without loss of pay, to absent himself voluntarily from the
performance of his employment under this Agreement, provided that: (1) the
Executive shall be entitled to four (4) weeks of annual paid vacation; such
vacation to be taken in accordance with the policies of the Company in regard
to vacation, and (2) the Executive shall be entitled to sick leave (without
loss of pay) in accordance with the Company's policies in effect from time to
time.
3.5 Fringe Benefits, Perquisites and Expenses. During the Employment Term,
the Executive shall be entitled to all fringe benefits and perquisites
generally made available by the Company to its executives. The Executive
shall be entitled to receive prompt reimbursement of all expenses reasonably
incurred by him in connection with the performance of his duties hereunder or
for promoting, pursuing or otherwise furthering the business or interest of
the Company.
4. TERMINATION
4.1 During the Employment Term, the Executive's employment hereunder may be
terminated under the following circumstances:
(1) Cause. The Company may terminate the Executive's employment for "Cause"
by written notice to the Executive ("Notice of Termination"), which
termination shall be effective upon the date of sending of such notice (the
"Termination Date"), if the Executive, as determined by at least two-thirds
(2/3rds) of the Board, not including the Executive who will not be entitled
to vote on the issue in the event he is a member of the Board, (a) shall have
been convicted of a felony or entered a plea of nolo contendere to a felony
charge, (b) shall have been involved in any act of material fraud, theft, or
other material misconduct detrimental to the best interests of the Company,
(c) shall have engaged in gross negligence or willful misconduct with respect
to his duties to the Company and as a result caused material harm to the
Company, (d) shall have engaged in competitive behavior against the Company,
misappropriated or aided in misappropriating a material opportunity of the
Company, secured or attempted to secure a personal benefit not fully
disclosed to and approved by a majority of the Board in connection with any
transaction of or on behalf of the Company, or (e) shall have failed to
substantially perform his duties as set forth herein.
(2) Disability. The Company may terminate the Executive's employment after
having established the Executive's disability. For purposes of this
Agreement, "Disability" means a physical or mental infirmity which impairs
the Executive's ability to substantially perform his duties under this
Agreement, which continues for a period of at least one hundred eighty (180)
continuous days. The Executive shall be entitled to the base compensation and
benefits provided under this Agreement for any period during the Employment
term and prior to the establishment of the Executive's Disability during
which the Executive is unable to work due to a physical or mental infirmity.
Notwithstanding anything contained in this Agreement to the contrary, until
the Termination Date specified in the Notice of Termination (as each term is
hereinafter defined) relating to the Executive's disability, the Executive
shall be entitled to return to his position with the Company as set forth in
this Agreement in which event no Disability of the Executive will be deemed
to have occurred.
(3) Death. In the event of the death of the Executive during the term of
his employment hereunder, his employment shall terminate on the date of the
death of the Executive.
(4) Good Reason. The Executive may terminate his employment for "Good
Reason." For purposes of this Agreement, "Good Reason" shall mean the
occurrence within twelve (12) months after a Change in Control of any of the
following events or conditions described in Subsections (a) through (d)
hereof: (a) any change in the Executive's title, position, duties or
responsibilities that results in the Executive not having duties and
responsibilities substantially equivalent to or greater than those the
Executive had immediately prior to such change, (b) the assignment to the
Executive of any duties or responsibilities which, in the Executive's
reasonable judgment, are inconsistent with his status, title, position or
responsibilities, (c) any removal of the Executive from or failure to
reappoint or reelect him to any of such offices or positions, except in
connection with the termination of his employment for Disability, Cause, as
a result of his death or by the Executive other than for Good Reason, or (d)
a reduction in the Executive's Base Salary, Bonus or any failure to pay the
Executive any compensation or benefits to which he is entitled within ten
(10) days of the date due.
4.2 Upon termination of the Executive's employment during the Employment
Term, the Executive shall be entitled to the following benefits:
(1) If the Executive's employment with the Company is terminated (a) by the
Company for Cause or Disability, (b) by reason of the Executive's death, or
(c) by the Executive other than for Good Reason, the Company shall pay the
Executive, or to the beneficiary designated by the Executive by written
notice to the Company, or failing such designation, to his estate all amounts
earned or accrued through the Termination Date, including Base Salary,
reimbursement for reasonable and necessary expenses incurred by the Executive
on behalf of the Company during the period ending on the Termination Date,
and all unpaid accumulated and accrued benefits due under any benefit plan or
program in which the Executive was a participant in accordance with the terms
and conditions of such plan or program ("Accrued Compensation"). In addition
to the foregoing, if the Executive's employment is terminated by the Company
for Disability or by reason of the Executive's death, the Company shall pay
the Executive or his beneficiaries an amount equal to his target Bonus
multiplied by a fraction, the numerator of which is the number of days in
such fiscal year through the Termination Date and the denominator of which is
365 ("Pro Rata Bonus"). The Executive's entitlement to any other
compensation or benefits shall be determined in accordance with the Company's
employee benefit plan, including stock option plans, and other applicable
programs and practices then in effect.
(2) If the Executive's employment is terminated by the Company prior to a
change of control for reasons other than Cause, Disability, or by reason of
the Executive's death, the Executive will be entitled to the following: (a)
the Company shall pay the Executive all Accrued Compensation and a Pro Rata
Bonus, (b) the Company shall pay the Executive as severance pay and in lieu
of any further compensation for periods subsequent to the Termination Date,
in a single payment, an amount in cash equal to one (1) times the sum of the
Executive's then current Base Salary, (c) the Company shall provide the
Executive twelve (12) months of out placement services at the Company's sole
expense, (d) for a term of one (1) year following the Termination Date, or
until the Executive gains new employment with substantially similar benefits,
the Company, at its expense, shall provide the Executive and his immediate
family the highest level of health benefits, including, without limitation,
medical, dental, disability, and life insurance, provided the Executive and
his immediate family at any time within six (6) months of the Termination
Date, and (e) all stock options granted the Executive will be immediately
vested in accordance with any stock option agreements between the Executive
and the Company currently in effect at the Termination Date.
(3) If the Executive's employment is terminated by the Company within twelve
(12) months after a change of control for reasons other than Cause,
Disability, by reason of the Executive's death; or if the Executive
terminates his employment with the Company for Good Reason, the Executive
will be entitled to the following: (a) the Company shall pay the Executive
all Accrued Compensation and a Pro Rata Bonus, (b) the Company shall pay the
Executive as severance pay and in lieu of any further compensation for
periods subsequent to the Termination Date, in a single payment, an amount in
cash equal to two (2) times the sum of (i) the Executive's then current Base
Salary and (ii) the Targeted Bonus (not subject to reduction), (c) the
Company shall provide the Executive twelve (12) months of out placement
services at the Company's sole expense, (d) for a term of two (2) years
following the Termination Date, or until the Executive gains new employment
with substantially similar benefits, the Company, at its expense, shall
provide the Executive and his immediate family the highest level of health
benefits, including, without limitation, medical, dental, disability, and
life insurance, provided the Executive and his immediate family at any time
within six (6) months of the Termination Date, and (e) all stock options
granted the Executive will be immediately vested in accordance with any stock
option agreements between the Executive and the Company currently in effect
at the Termination Date.
4.3 The amounts provided for in Sections 4.2(1), 4.2(2) and 4.3(3) of this
Agreement shall be paid within five (5) days after the Executive's
Termination Date.
4.4 The Executive shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or
otherwise and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided the Executive in any subsequent employment
except as provided in Section 4.2(2)(d).
4.5 The severance pay and benefits provided for in Sections 4.2(1) and
4.2(2) of this Agreement shall be in lieu of any other severance pay to which
the Executive may be entitled under any Company severance plan, program or
arrangement.
4.6 As used in this Agreement, the term "Change of Control" shall have the
same meaning as ascribed to it in the Company's 1997 Stock Option Plan
(Exhibit A) or as amended from time to time.
5. EXCISE TAX PAYMENTS
5.1 In the event that any payment or benefit (within the meaning of Section
280G of the Internal Revenue Code of 1986, as amended (the "Code") to the
Executive or for his benefit paid or payable pursuant to the terms of this
Agreement or otherwise arising out of his employment with the Company, or a
change of ownership or effective control of the Company or of a substantial
portion of its assets (a "Payment" or "Payments"), would be subject to excise
tax imposed by Section 4999 of the Code or any interest or penalties are
incurred by the Executive with respect to such excise tax (such excise tax,
together with any such interest or penalties, are hereinafter collectively
referred to as the "Excise Tax"), then the Executive will be entitled to
receive an additional payment (the "Gross-Up Payment") in an amount such that
after payment by the Executive of all applicable taxes, interest and
penalties (other than interest and penalties due to the Executive's failure
to timely file a tax return or pay taxes shown on his return) including any
Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount
of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
5.2 The Company shall bear any expense necessary in determining whether a
Gross-Up Payment is required pursuant to this Agreement. The Gross-Up
Payment, if any, shall be paid by the Company to the Executive within five
days of the Company's receipt of a determination from any accounting firm
satisfactory to the Executive that such Gross-Up Payment is required.
6. CONFIDENTIAL INFORMATION.
6.1 Confidentiality. The Executive acknowledges and agrees that he will
not, without the prior written consent of the Company, at any time during the
Employment Term or for a period of three (3) years thereafter, except as may
be required by any competent legal authority, use or disclose to any person,
firm or other legal authority, any confidential records, secrets or
information related to the Company or any of its subsidiaries. The Executive
acknowledges and agrees that all information and secrets of the Company
and/or its subsidiaries that he has acquired or may acquire, were received,
or will be received in confidence and as a fiduciary of the Company. The
Executive will exercise utmost diligence to protect and guard such
information and secrets.
6.2 Covenant Against Competition. During the term of this Agreement and
only prior to a change of control and for a period of one (1) year after the
termination of this Agreement, the Executive shall not have any interest in
or be engaged by any business or enterprise that is in the business of
exploring for, developing, or producing hydrocarbons in specific areas where
the Company has interests at the time of termination of this Agreement.
Company interest shall be deemed an area within a two (2) mile radius from
the current owned acreage or active prospect area. For purposes of this
Section, the Executive shall be deemed to have an "interest in or be engaged
by a business or enterprise" if the Executive acts (a) individually, (b) as a
partner, officer, director, shareholder, employee, associate, agent or owner
of an entity, or (c) as an advisor, consultant, leader or other person
related, directly or indirectly, to any business or entity that is engaging
in, or is planning to engage in, exploring for, developing, or producing
hydrocarbons in specific areas where the Company has interests (the
"Prohibited Activity"). Ownership of less than five percent (5%) of the
outstanding capital stock of a publicly traded entity that engages in any
Prohibited Activity shall not be in violation of this Section.
6.3 Non-Solicitation. The Executive further agrees that during employment
by the Company and for a period of one (1) year after termination of
employment prior to a change of control, except when acting on behalf of the
Company, the Executive will not, directly or indirectly, in any manner or
capacity induce any person, who at any time during the Executive's employment
was an employee of the Company, to discontinue his or her employment in the
Company or to interfere with the business of the Company.
7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall
inure to the benefit of the Company, its successors and assigns and the
Company shall require any successor or assign to expressly assume and agree
to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no such succession or assignment had
taken place. The term "Company" as used herein shall include such successors
and assigns. The term "successors and assigns" as used herein shall mean a
corporation or other entity acquiring all or substantially all the assets and
the business of the Company (including this Agreement) whether by operation
of law or otherwise. Neither this Agreement nor any right or interest
hereunder shall be assignable or transferable by the Executive, his
beneficiaries or legal representatives, except by will or by the laws of
descent or distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive's legal personal representative.
8. NOTICE. For purposes of this Agreement, notices and all other
communications provided for in this Agreement (including the Notice of
Termination) shall be in writing and shall be deemed to have been duly given
when personally delivered or sent certified mail, return receipt requested,
postage prepaid, addressed to the respective addresses last given by each
party to the other, provided, that all notices to the Company shall be
directed to the Board with a copy to the Secretary of the Company.
9. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any benefit,
bonus, incentive or other plan or program provided by the Company or any of
its subsidiaries and for which the Executive may qualify, nor shall anything
herein limit or reduce such rights as the Executive may have under any other
agreements with the Company or its subsidiaries. Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any
plan or program of the Company or any of its subsidiaries shall be payable in
accordance with such plan or program, except as explicitly modified by this
Agreement.
10. SETTLEMENT OF CLAIMS. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including without
limitation, any set-off, counterclaim, defense, recoupment, or other right
which the Company may have against the Executive or others.
11. MISCELLANEOUS. No provision of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed to in
writing and signed by the Executive and the Company.
12. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
13. SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
14. WAIVER OF DEFAULT. Any waiver by either party of a breach of any
provision in this Agreement shall not operate as or be construed as a waiver
of any subsequent breach thereof.
15. ENTIRE AGREEMENT. This Agreement represents the entire agreement
between the parties with respect to the subject matter hereof and supersedes
any and all prior agreements and understandings with respect to such subject
matter.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
effective as of the Effective Date.
Remington Oil and Gas Corporation
By:
------------------------------
Title:
---------------------------
Executive:
----------------------------------
[Name]
EXHIBIT A
A "Change in Control" shall mean any of the following events:
(i) a merger or consolidation to which the Company is a party if the
individuals and entities who were stockholders of the Company immediately
prior to the effective date of such merger or consolidation have beneficial
ownership (as defined in Rule 13d-3 under the Exchange Act) of less than 50%
of the total combined voting power for election of directors of the surviving
corporation following the effective date of such merger or consolidation;
(ii) the acquisition or holding of direct or indirect beneficial
ownership (as defined under Rule 13d-3 of the Exchange Act) of securities of
the Company representing in the aggregate 30% or more of the total combined
voting power of the Company's then issued and outstanding voting securities
by any person, entity or group of associated persons or entities acting in
concert, other than S-Sixteen Holding Company, any employee benefit plan of
the Company or of any subsidiary of the Company, or any entity holding such
securities for or pursuant to the terms of any such plan, beginning from and
after such time as S-Sixteen Holding Company shall no longer have direct or
indirect beneficial ownership (as so defined) of securities of the Company
representing in the aggregate a larger percentage of the total combined
voting power of the Company's then issued and outstanding securities than
that held by any other person, entity or group;
(iii) the sale of all or substantially all of the assets of the
Company to any person or entity that is not a wholly owned subsidiary of the
Company; or
(iv) the approval by the stockholders of the Company of any plan or
proposal for the liquidation of the Company or its material subsidiaries,
other than into the Company.
Exhibit 10.14
EMPLOYMENT AGREEMENT
This Agreement entered into as of the 30th day of September, 1999 (the
"Effective Date."), by and between Remington Oil and Gas Corporation (the
"Company") and [Name] (the "Executive").
WHEREAS, the Company desires to employ the Executive and the Executive
desires to be employed by the Company in the capacities and for the term and
compensation and subject to the terms and conditions hereinafter set forth,
and
WHEREAS, the Board of Directors of the Company (the "Board") has determined
that it is essential and in the best interest of the Company and its
stockholders to retain the services of the Executive especially in the event
of a threat or occurrence of a Change of Control and to ensure his continued
dedication and efforts in such event without undue concern for his personal
financial and employment security; and
WHEREAS, in order to induce the Executive to remain in the employ of the
Company particularly in the event of a threat or an occurrence of a Change in
Control, the Company desires to enter into this Agreement with the Executive
to provide the Executive with certain benefits during the term of his
employment before and after a Change of Control and to provide the Executive
with the Gross-Up Payment (as hereinafter defined).
NOW, THEREFORE, in consideration of the respective agreements of the parties
contained herein, it is agreed as follows:
1. TERM OF AGREEMENT. The Employment Term shall commence on the Effective
Date and shall expire on the third anniversary of the Effective Date;
provided, however, that on each anniversary of the Effective Date, the
Employment Term shall be extended an additional one (1) year from such
anniversary at the mutual written agreement of the Company and the Executive.
2. EMPLOYMENT.
2.1 Subject to the provisions of Section 4 hereof, the Company agrees to
continue to employ the Executive and the Executive agrees to remain in the
employ of the Company during the Employment Term. During the Employment Term,
the Executive shall be employed as the Senior Vice President, Exploration and
Production of the Company or in such other senior executive capacity as may
be mutually agreed to in writing by the parties. The Executive shall perform
the duties, undertake the responsibilities and exercise the authority
customarily performed, undertaken and exercised by persons situated in a
similar executive capacity. He shall also promote, by entertainment or
otherwise, the business of the Company.
2.2 During the Employment Term, excluding periods of vacation and sick leave
to which the Executive is entitled, the Executive agrees to devote reasonable
attention and time during normal business hours to the business and affairs
of the Company to the extent necessary to discharge the responsibilities
assigned to the Executive hereunder. The Executive may (1) serve on
corporate, civil or charitable boards or committees, (2) manage personal
investments, and (3) deliver lectures and teach at educational institutions
or events so long as such activities do not significantly interfere with the
performance of the Executive's duties hereunder. It is expressly understood
and agreed that to the extent that any such activities have been conducted by
the Executive prior to the Effective Date, the continued conduct of such
activities (or the conduct of activities similar in nature and scope thereto)
subsequent to the Effective Date shall not thereafter be deemed to interfere
with the performance of the Executive's responsibilities to the Company.
3. COMPENSATION
3.1 Base Salary. During the Employment Term, the Company agrees to pay or
cause to be paid to the Executive an annual base salary of $[ ], and
as may be increased from time to time at the discretion of the Board or its
designee, the Compensation Committee of the Board (the "Compensation
Committee"), (hereinafter referred to as the "Base Salary"). Such Base Salary
shall be payable in accordance with the Company's customary practices
applicable to its executives.
3.2 Bonus. In addition to the Base Salary, the Executive shall be entitled
to an annual performance bonus (the "Bonus"). The amount of the Bonus shall
be targeted at 25% of the Base Salary (the "Targeted Bonus"), provided,
however, that the amount of the Bonus may be increased or decreased at the
discretion of the Board or the Compensation Committee. Each Bonus shall be
paid no later than the end of the third month of the fiscal year next
following the fiscal year for which the Bonus is awarded, unless the
Executive shall elect to defer the receipt of such Bonus.
3.3 Benefits. During the Employment Term, the Executive shall be entitled
to participate in all employee, executive or key-employee benefit or
incentive compensation plans maintained or established by the Company for the
purpose of providing compensation and/or benefits to employees, executives or
key employees, generally, including without limitation, all pension,
retirement, profit sharing, savings, stock option, deferred compensation,
restricted stock grants, medical, hospitalization, dental, disability, life
or travel accident insurance plans. Unless otherwise provided herein, the
compensation and benefits hereunder, and the Executive's participation in
such plans, practices and programs shall be on the same basis and terms as
applicable to the other eligible participants in the particular plan,
practice or program. No additional compensation provided under any such plans
shall be deemed to modify or otherwise affect the terms of this Agreement or
any of the Executive's entitlements hereunder.
3.4 Vacation and Sick Leave. During the Employment Term, at such reasonable
times as the Board shall in its discretion permit, the Executive shall be
entitled, without loss of pay, to absent himself voluntarily from the
performance of his employment under this Agreement, provided that: (1) the
Executive shall be entitled to four (4) weeks of annual paid vacation; such
vacation to be taken in accordance with the policies of the Company in regard
to vacation, and (2) the Executive shall be entitled to sick leave (without
loss of pay) in accordance with the Company's policies in effect from time to
time.
3.5 Fringe Benefits, Perquisites and Expenses. During the Employment Term,
the Executive shall be entitled to all fringe benefits and perquisites
generally made available by the Company to its executives. The Executive
shall be entitled to receive prompt reimbursement of all expenses reasonably
incurred by him in connection with the performance of his duties hereunder or
for promoting, pursuing or otherwise furthering the business or interest of
the Company.
4. TERMINATION
4.1 During the Employment Term, the Executive's employment hereunder may be
terminated under the following circumstances:
(1) Cause. The Company may terminate the Executive's employment for "Cause"
by written notice to the Executive ("Notice of Termination"), which
termination shall be effective upon the date of sending of such notice (the
"Termination Date"), if the Executive, as determined by at least two-thirds
(2/3rds) of the Board, not including the Executive who will not be entitled
to vote on the issue in the event he is a member of the Board, (a) shall have
been convicted of a felony or entered a plea of nolo contendere to a felony
charge, (b) shall have been involved in any act of material fraud, theft, or
other material misconduct detrimental to the best interests of the Company,
(c) shall have engaged in gross negligence or willful misconduct with respect
to his duties to the Company and as a result caused material harm to the
Company, (d) shall have engaged in competitive behavior against the Company,
misappropriated or aided in misappropriating a material opportunity of the
Company, secured or attempted to secure a personal benefit not fully
disclosed to and approved by a majority of the Board in connection with any
transaction of or on behalf of the Company, or (e) shall have failed to
substantially perform his duties as set forth herein.
(2) Disability. The Company may terminate the Executive's employment after
having established the Executive's disability. For purposes of this
Agreement, "Disability" means a physical or mental infirmity which impairs
the Executive's ability to substantially perform his duties under this
Agreement, which continues for a period of at least one hundred eighty (180)
continuous days. The Executive shall be entitled to the base compensation and
benefits provided under this Agreement for any period during the Employment
term and prior to the establishment of the Executive's Disability during
which the Executive is unable to work due to a physical or mental infirmity.
Notwithstanding anything contained in this Agreement to the contrary, until
the Termination Date specified in the Notice of Termination (as each term is
hereinafter defined) relating to the Executive's disability, the Executive
shall be entitled to return to his position with the Company as set forth in
this Agreement in which event no Disability of the Executive will be deemed
to have occurred.
(3) Death. In the event of the death of the Executive during the term of
his employment hereunder, his employment shall terminate on the date of the
death of the Executive.
(4) Good Reason. The Executive may terminate his employment for "Good
Reason." For purposes of this Agreement, "Good Reason" shall mean the
occurrence within twelve (12) months after a Change in Control of any of the
following events or conditions described in Subsections (a) through (e)
hereof: (a) any change in the Executive's title, position, duties or
responsibilities that results in the Executive not having duties and
responsibilities substantially equivalent to or greater than those the
Executive had immediately prior to such change, (b) the assignment to the
Executive of any duties or responsibilities which, in the Executive's
reasonable judgment, are inconsistent with his status, title, position or
responsibilities, (c) any removal of the Executive from or failure to
reappoint or reelect him to any of such offices or positions, except in
connection with the termination of his employment for Disability, Cause, as
a result of his death or by the Executive other than for Good Reason, (d) a
reduction in the Executive's Base Salary, Bonus or any failure to pay the
Executive any compensation or benefits to which he is entitled within ten
(10) days of the date due, or (e) the Executive is required to perform a
substantial portion of his duties and responsibilities required hereunder
outside the Dallas/Fort Worth metropolitan area.
4.2 Upon termination of the Executive's employment during the Employment
Term, the Executive shall be entitled to the following benefits:
(1) If the Executive's employment with the Company is terminated (a) by the
Company for Cause or Disability, (b) by reason of the Executive's death, or
(c) by the Executive other than for Good Reason, the Company shall pay the
Executive, or to the beneficiary designated by the Executive by written
notice to the Company, or failing such designation, to his estate all amounts
earned or accrued through the Termination Date, including Base Salary,
reimbursement for reasonable and necessary expenses incurred by the Executive
on behalf of the Company during the period ending on the Termination Date,
and all unpaid accumulated and accrued benefits due under any benefit plan or
program in which the Executive was a participant in accordance with the terms
and conditions of such plan or program ("Accrued Compensation"). In addition
to the foregoing, if the Executive's employment is terminated by the Company
for Disability or by reason of the Executive's death, the Company shall pay
the Executive or his beneficiaries an amount equal to his target Bonus
multiplied by a fraction, the numerator of which is the number of days in
such fiscal year through the Termination Date and the denominator of which is
365 ("Pro Rata Bonus"). The Executive's entitlement to any other
compensation or benefits shall be determined in accordance with the Company's
employee benefit plan, including stock option plans, and other applicable
programs and practices then in effect.
(2) If the Executive's employment is terminated by the Company prior to a
change of control for reasons other than Cause, Disability, or by reason of
the Executive's death, the Executive will be entitled to the following: (a)
the Company shall pay the Executive all Accrued Compensation and a Pro Rata
Bonus, (b) the Company shall pay the Executive as severance pay and in lieu
of any further compensation for periods subsequent to the Termination Date,
in a single payment, an amount in cash equal to one (1) times the sum of the
Executive's then current Base Salary, (c) the Company shall provide the
Executive twelve (12) months of out placement services at the Company's sole
expense, (d) for a term of one (1) year following the Termination Date, or
until the Executive gains new employment with substantially similar benefits,
the Company, at its expense, shall provide the Executive and his immediate
family the highest level of health benefits, including, without limitation,
medical, dental, disability, and life insurance, provided the Executive and
his immediate family at any time within six (6) months of the Termination
Date, and (e) all stock options granted the Executive will be immediately
vested in accordance with any stock option agreements between the Executive
and the Company currently in effect at the Termination Date.
(3) If the Executive's employment is terminated by the Company within twelve
(12) months after a change of control for reasons other than Cause,
Disability, by reason of the Executive's death; or if the Executive
terminates his employment with the Company for Good Reason, the Executive
will be entitled to the following: (a) the Company shall pay the Executive
all Accrued Compensation and a Pro Rata Bonus, (b) the Company shall pay the
Executive as severance pay and in lieu of any further compensation for
periods subsequent to the Termination Date, in a single payment, an amount in
cash equal to two and ninety-nine one hundredths percent (2.99%) times the
sum of (i) the Executive's then current Base Salary and (ii) the Targeted
Bonus (not subject to reduction), (c) the Company shall provide the Executive
twelve (12) months of out placement services at the Company's sole expense,
(d) for a term of three (3) years following the Termination Date, or until
the Executive gains new employment with substantially similar benefits, the
Company, at its expense, shall provide the Executive and his immediate family
the highest level of health benefits, including, without limitation, medical,
dental, disability, and life insurance, provided the Executive and his
immediate family at any time within six (6) months of the Termination Date,
and (e) all stock options granted the Executive will be immediately vested in
accordance with any stock option agreements between the Executive and the
Company currently in effect at the Termination Date.
4.3 The amounts provided for in Sections 4.2(1), 4.2(2) and 4.3(3) of this
Agreement shall be paid within five (5) days after the Executive's
Termination Date.
4.4 The Executive shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or
otherwise and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided the Executive in any subsequent employment
except as provided in Section 4.2(2)(d).
4.5 The severance pay and benefits provided for in Sections 4.2(1) and
4.2(2) of this Agreement shall be in lieu of any other severance pay to which
the Executive may be entitled under any Company severance plan, program or
arrangement.
4.6 As used in this Agreement, the term "Change of Control" shall have the
same meaning as ascribed to it in the Company's 1997 Stock Option Plan
(Exhibit A) or as amended from time to time.
5. EXCISE TAX PAYMENTS
5.1 In the event that any payment or benefit (within the meaning of Section
280G of the Internal Revenue Code of 1986, as amended (the "Code") to the
Executive or for his benefit paid or payable pursuant to the terms of this
Agreement or otherwise arising out of his employment with the Company, or a
change of ownership or effective control of the Company or of a substantial
portion of its assets (a "Payment" or "Payments"), would be subject to excise
tax imposed by Section 4999 of the Code or any interest or penalties are
incurred by the Executive with respect to such excise tax (such excise tax,
together with any such interest or penalties, are hereinafter collectively
referred to as the "Excise Tax"), then the Executive will be entitled to
receive an additional payment (the "Gross-Up Payment") in an amount such that
after payment by the Executive of all applicable taxes, interest and
penalties (other than interest and penalties due to the Executive's failure
to timely file a tax return or pay taxes shown on his return) including any
Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount
of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
5.2 The Company shall bear any expense necessary in determining whether a
Gross-Up Payment is required pursuant to this Agreement. The Gross-Up
Payment, if any, shall be paid by the Company to the Executive within five
days of the Company's receipt of a determination from any accounting firm
satisfactory to the Executive that such Gross-Up Payment is required.
6. CONFIDENTIAL INFORMATION.
6.1 Confidentiality. The Executive acknowledges and agrees that he will not,
without the prior written consent of the Company, at any time during the
Employment Term or for a period of three (3) years thereafter, except as may
be required by any competent legal authority, use or disclose to any person,
firm or other legal authority, any confidential records, secrets or
information related to the Company or any of its subsidiaries. The Executive
acknowledges and agrees that all information and secrets of the Company
and/or its subsidiaries that he has acquired or may acquire, were received,
or will be received in confidence and as a fiduciary of the Company. The
Executive will exercise utmost diligence to protect and guard such
information and secrets.
6.2 Covenant Against Competition. During the term of this Agreement and
only prior to a change of control and for a period of one (1) year after the
termination of this Agreement, the Executive shall not have any interest in
or be engaged by any business or enterprise that is in the business of
exploring for, developing, or producing hydrocarbons in specific areas where
the Company has interests at the time of termination of this Agreement.
Company interest shall be deemed an area within a two (2) mile radius from
the current owned acreage or active prospect area. For purposes of this
Section, the Executive shall be deemed to have an "interest in or be engaged
by a business or enterprise" if the Executive acts (a) individually, (b) as a
partner, officer, director, shareholder, employee, associate, agent or owner
of an entity, or (c) as an advisor, consultant, leader or other person
related, directly or indirectly, to any business or entity that is engaging
in, or is planning to engage in, exploring for, developing, or producing
hydrocarbons in specific areas where the Company has interests (the
"Prohibited Activity"). Ownership of less than five percent (5%) of the
outstanding capital stock of a publicly traded entity that engages in any
Prohibited Activity shall not be in violation of this Section.
6.3 Non-Solicitation. The Executive further agrees that during employment
by the Company and for a period of one (1) year after termination of
employment prior to a change of control, except when acting on behalf of the
Company, the Executive will not, directly or indirectly, in any manner or
capacity induce any person, who at any time during the Executive's employment
was an employee of the Company, to discontinue his or her employment in the
Company or to interfere with the business of the Company.
7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall
inure to the benefit of the Company, its successors and assigns and the
Company shall require any successor or assign to expressly assume and agree
to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no such succession or assignment had
taken place. The term "Company" as used herein shall include such successors
and assigns. The term "successors and assigns" as used herein shall mean a
corporation or other entity acquiring all or substantially all the assets and
the business of the Company (including this Agreement) whether by operation
of law or otherwise. Neither this Agreement nor any right or interest
hereunder shall be assignable or transferable by the Executive, his
beneficiaries or legal representatives, except by will or by the laws of
descent or distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive's legal personal representative.
8. NOTICE. For purposes of this Agreement, notices and all other
communications provided for in this Agreement (including the Notice of
Termination) shall be in writing and shall be deemed to have been duly given
when personally delivered or sent certified mail, return receipt requested,
postage prepaid, addressed to the respective addresses last given by each
party to the other, provided, that all notices to the Company shall be
directed to the Board with a copy to the Secretary of the Company.
9. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any benefit,
bonus, incentive or other plan or program provided by the Company or any of
its subsidiaries and for which the Executive may qualify, nor shall anything
herein limit or reduce such rights as the Executive may have under any other
agreements with the Company or its subsidiaries. Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any
plan or program of the Company or any of its subsidiaries shall be payable in
accordance with such plan or program, except as explicitly modified by this
Agreement.
10. SETTLEMENT OF CLAIMS. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including without
limitation, any set-off, counterclaim, defense, recoupment, or other right
which the Company may have against the Executive or others.
11. MISCELLANEOUS. No provision of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed to in
writing and signed by the Executive and the Company.
12. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
13. SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
14. WAIVER OF DEFAULT. Any waiver by either party of a breach of any
provision in this Agreement shall not operate as or be construed as a waiver
of any subsequent breach thereof.
15. ENTIRE AGREEMENT. This Agreement represents the entire agreement
between the parties with respect to the subject matter hereof and supersedes
any and all prior agreements and understandings with respect to such subject
matter.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
effective as of the Effective Date.
Remington Oil and Gas Corporation
By:
-----------------------------
Title:
--------------------------
Executive:
---------------------------------
[Name]
EXHIBIT A
A "Change in Control" shall mean any of the following events:
(i) a merger or consolidation to which the Company is a party if the
individuals and entities who were stockholders of the Company immediately
prior to the effective date of such merger or consolidation have beneficial
ownership (as defined in Rule 13d-3 under the Exchange Act) of less than 50%
of the total combined voting power for election of directors of the surviving
corporation following the effective date of such merger or consolidation;
(ii) the acquisition or holding of direct or indirect beneficial
ownership (as defined under Rule 13d-3 of the Exchange Act) of securities of
the Company representing in the aggregate 30% or more of the total combined
voting power of the Company's then issued and outstanding voting securities
by any person, entity or group of associated persons or entities acting in
concert, other than S-Sixteen Holding Company, any employee benefit plan of
the Company or of any subsidiary of the Company, or any entity holding such
securities for or pursuant to the terms of any such plan, beginning from and
after such time as S-Sixteen Holding Company shall no longer have direct or
indirect beneficial ownership (as so defined) of securities of the Company
representing in the aggregate a larger percentage of the total combined
voting power of the Company's then issued and outstanding securities than
that held by any other person, entity or group;
(iii) the sale of all or substantially all of the assets of the
Company to any person or entity that is not a wholly owned subsidiary of the
Company; or
(iv) the approval by the stockholders of the Company of any plan or
proposal for the liquidation of the Company or its material subsidiaries,
other than into the Company.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM REMINGTON
OIL AND GAS CORPORATION'S FORM 10-Q FOR THE QUARTERLY PERIOD AND FIRST NINE
MONTHS ENDED SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000874992
<NAME> REMINGTON OIL AND GAS CORPORATION
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-START> JUL-01-1999 JAN-01-1999
<PERIOD-END> SEP-30-1999 SEP-30-1999
<CASH> 5,682 5,682
<SECURITIES> 0 0
<RECEIVABLES> 6,392 6,392
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 23,988 23,988
<PP&E> 277,711 277,711
<DEPRECIATION> 182,998 182,998
<TOTAL-ASSETS> 119,632 119,632
<CURRENT-LIABILITIES> 32,829 32,829
<BONDS> 5,950 5,950
0 0
0 0
<COMMON> 213 213
<OTHER-SE> 53,170 53,170
<TOTAL-LIABILITY-AND-EQUITY> 119,632 119,632
<SALES> 12,221 27,843
<TOTAL-REVENUES> 13,049 30,522
<CGS> 9,330 28,987
<TOTAL-COSTS> 11,014 33,680
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 988 3,516
<INCOME-PRETAX> 1,047 (6,674)
<INCOME-TAX> (305) (300)
<INCOME-CONTINUING> 1,373 (6,373)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,373 (6,373)
<EPS-BASIC> 0.06 (0.30)
<EPS-DILUTED> 0.06 (0.30)
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