<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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-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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[ ] 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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<PAGE> 2
REMINGTON OIL AND GAS
CORPORATION
Proxy Statement and
Notice of Annual Meeting
<PAGE> 3
LETTER TO OUR STOCKHOLDERS
To Our Stockholders:
It cannot be said any other way but that 1999 was a tremendous success
from an operations standpoint! Indeed, 2000 is showing even more progress. It is
with this enthusiasm that I invite all of our Stockholders to our Annual Meeting
on June 16, 2000, to learn more of our successes of the past and our promise for
the future. This proxy statement and proxy card are sent to you in connection
with the Annual Meeting. Also enclosed is a copy of our annual report.
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 16, 2000
TIME
9:00 a.m. CDT, on Friday, June 16, 2000
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
2000, and
(3) Transact all other business that may properly come before the meeting.
DOCUMENTS
The Proxy Statement, proxy card, and Remington Oil and Gas Corporation's 1999
Annual Report are included in this mailing.
RECORD DATE
Stockholders owning common stock of the company at the close of business on May
15, 2000, 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 19, 2000
/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
Corporate Governance -- Board Compensation and Committees... 8
Executive Compensation...................................... 9
Stock Option Plans.......................................... 10
Pension Plans............................................... 12
Change in Control Arrangements.............................. 13
Board Compensation Committee Report on Executive
Compensation.............................................. 15
Performance Graph........................................... 17
Security Ownership of Certain Beneficial Owners and
Management -- Ownership of Certain Beneficial Owners...... 18
Security Ownership of Certain Beneficial Owners and
Management -- Ownership of Management..................... 18
Certain Relationships and Related Transactions.............. 19
Audit Committee Charter..................................... 20
</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 2000 Annual Meeting of Stockholders and any adjournments or
postponements thereof. The meeting will be held at 9:00 a.m. CDT on Friday, June
16, 2000, 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 19, 2000.
Q: WHAT AM I VOTING ON?
A: Re-election of the Board of Directors and ratification of Arthur Andersen LLP
as the company's independent accountants for 2000.
Q. WHO IS ENTITLED TO VOTE?
A: Stockholders as of the close of business on May 15, 2000. Each share of
common stock is entitled to one vote. As of May 15, 2000, there were 21,502,181
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: MAY 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 15, 2000, 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 2000 Annual Meeting
was March 2, 2000. No stockholder proposals were received as of that date.
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 two 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 49, director since 1991)
- - John E. Goble, Jr. (age 53, director since 1997)
- - William E. Greenwood (age 61, director since 1997)
- - David H. Hawk (age 55, director since 1997)
- - James Arthur Lyle (age 54, director since 1997)
- - David E. Preng (age 53, director since 1997)
- - Thomas W. Rollins (age 69, director since 1996)
- - Alan C. Shapiro (age 54, director since 1994)
- - James A. Watt (age 50, director since 1997)
- - The nominees constitute the current Board of Directors, and each has consented
to serve until the Annual Meeting in the year 2001.
- - 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 2000. 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 2000. 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.
2
<PAGE> 8
CORPORATE GOVERNANCE-
OUR DIRECTORS AND OFFICERS
DON D. BOX Age 49
Positions with us:
- - Director since March 1991
- - Executive Vice President since October 1997
- - Chairman of the Board January 1994-October 1997
- - Chief Executive Officer August 1996-October 1997
- - President August 1996-March 1997
- - Director, Corporate Development March 1994-January 1995
Positions with our affiliates:
- - CKB Petroleum, Inc.
-- Vice President since September 1997
-- Director August 1982-September 1997
-- President August 1982-September 1997
- - CKB & Associates, Inc.
-- Vice President since May 1981
-- Director May 1981-September 1997
- - S-Sixteen Holding Company (formerly Box Brothers Holding Company)
-- Director December 1981-September 1997
-- President December 1981-February 1996, April 1997-September 1997
-- Vice President February 1996-April 1997, September 1997-December 1998
Outside directorships
- - Authoriszer, Inc.
Education
- - Bachelor of Arts -- University of Pennsylvania
- - Bachelor of Science in Economics -- The Wharton School of the University of
Pennsylvania
- - Masters of Business Administration -- Southern Methodist University
JOHN E. GOBLE, JR., CPA Age: 53
Positions with us:
- - Director since April 1997
- - Member -- Audit Committee
Employment:
- - Byrd Investments -- Investment and financial advisor since 1986
Outside Directorships:
- - Miracle of Pentecost Foundation
Education:
- - Bachelor of Business Administration -- Southern Methodist University
Professional:
- - Member -- American Institute of Certified Public Accountants and Texas Society
of Certified Public Accountants
WILLIAM E. GREENWOOD Age: 61
Positions with us:
- - Director since April 1997
- - Member -- Audit Committee
- - Member -- Compensation Committee
3
<PAGE> 9
CORPORATE GOVERNANCE-
OUR DIRECTORS AND OFFICERS - CONTINUED
Employment:
- - Consultant since 1995
- - Director and Chief Operating Officer -- Burlington Northern Railroad
Corporation from 1990 until 1994
Outside Directorships:
- - AmeriTruck Distribution Corporation
- - Mark VII, Inc.
- - Transport Dynamics, Inc.
- - President -- Mendota Museum and Historical Society
Education:
- - Bachelor of Science -- Marquette University
DAVID H. HAWK Age: 55
Positions with us:
- - Director since September 1997
- - Chairman of the Board since October 1997
- - Member -- Executive Committee
Employment:
- - J.R. Simplot Company -- Director, Energy Natural Resources since 1984
- - Previously employed with Atlantic Richfield Company and Tenneco Inc. as an
Exploration Geologist
- - Prior executive positions with IGC Production Company, Sundance Oil Company
and Horn Resources Corporation
Education:
- - Bachelor of Science in Geology and Distinguished Graduate
Medalist -- University of Idaho
- - Master of Science in Geology -- University of Oklahoma
JAMES ARTHUR LYLE, CCIM Age: 54
Current positions with us:
- - Director since September 1997
- - Member -- Compensation Committee
Employment:
- - Owner -- James Arthur Lyle & Associates, Inc., a commercial, industrial and
investment real estate firm, since 1976
Outside directorships:
- - Director, Chief Operating Officer and President since 1984 -- Hueco Mountain
Estates, Inc., a 10,500 acre multi-use real estate development located in El
Paso County, Texas
Education:
- - Bachelor of Science in Industrial Management -- Georgia Institute of
Technology
DAVID E. PRENG Age: 53
Position with us:
- - Director since April 1997
- - Chairman -- Compensation Committee
Employment:
- - Chief Executive Officer and President since 1980 -- Preng and Associates,
Inc., an international executive search firm specializing in the energy
industry
4
<PAGE> 10
CORPORATE GOVERNANCE-
OUR DIRECTORS AND OFFICERS - CONTINUED
Outside directorships:
- - Director -- Citizens National Bank of Texas
- - Director -- British American Business Council
- - Fellow -- Institute of Directors
Education:
- - Bachelor of Science in Business Administration -- Marquette University
- - Master of Business Administration -- DePaul University
THOMAS W. ROLLINS Age: 69
Positions with us:
- - Director since July 1996
- - Member -- Executive Committee
Employment:
- - Chief Executive Officer since 1985 -- Rollins Resources, a natural gas and oil
consulting firm
- - Previously President and Chief Executive Officer -- Park Avenue Exploration
Corporation, an oil and gas exploration firm and a subsidiary of USF&G
Corporation
- - Previously 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.
Outside directorships:
- - Director -- Enron Cash Company #2
- - Director -- Pheasant Ridge Winery
- - Director -- The Teaching Company
- - Director -- Nature Conservancy of Texas
Education:
- - Geological Engineering Degree and Distinguished Graduate Medalist -- The
Colorado School of Mines
ALAN C. SHAPIRO Age: 54
Positions with us:
- - Director since May 1994
- - Chairman -- Audit Committee
Employment:
- - 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, since 1992
- - Previously Chairman of the Department of Finance and Business Economics,
University of Southern California, 1993 -- 1998
- - Frequent consultant and/or expert witness to business and government
Publications:
- - Multinational Financial Management, a best selling textbook used in MBA
programs worldwide
- - Numerous other books and articles
Education:
- - Bachelor of Arts in Mathematics -- Rice University
- - Ph.D. in Economics -- Carnegie Mellon University
5
<PAGE> 11
CORPORATE GOVERNANCE-
OUR DIRECTORS AND OFFICERS - CONTINUED
JAMES A. WATT Age: 50
Positions with us:
- - President and Chief Operating Officer from March 1997
- - Chief Executive Officer since February 1998
- - Director since September 1997
- - Member -- Executive Committee
Positions with our Affiliates:
- - CKB Petroleum, Inc.
-- Director and President since January 1999
- - CKB & Associates, Inc.
-- Director and President since January 1999
Previous employment highlights:
- - Vice President/Exploration -- Seagull E&P, Inc., 1993-1997
- - Vice President/Exploration and Exploitation -- Nerco Oil & Gas, Inc.,
1991-1993
Education:
- - Bachelor of Science in Physics -- Rensselaer Polytechnic Institute
ROBERT P. MURPHY Age: 41
Positions with us:
- - Senior Vice President/Exploration & Production since July 1999
- - Vice President/Exploration, January 1998-June 1999
Previous employment:
- - Director -- Cairn Energy USA, Inc., May 1996-November 1997
- - Vice President -- Exploration -- Cairn Energy USA, March 1993-January 1998
- - Exploration Geologist -- Cairn Energy USA, 1990-March 1993
- - Exploration Geologist -- Enserch Exploration, 1984-1990
Education:
- - Bachelor of Science in Geology -- The University of Texas at Austin
- - Master of Science in Geosciences -- The University of Texas at Dallas
STEVEN J. CRAIG Age: 48
Positions with us:
- - Senior Vice President/Planning and Administration since April 1997
- - Administrative Assistant to the Chairman, August 1996 to April 1997
- - Vice President, February 1994-March 1995
Positions with our affiliates:
- - CKB Petroleum, Inc.
-- Director and Vice President since January 1999
-- Vice President and Assistant Treasurer, March 1997-October 1997
-- Director, March 1997-August 1997
-- Assistant Treasurer and Controller, March 1996-March 1997
- - CKB & Associates, Inc.
-- Director and Vice President since January 1999
-- Vice President and Assistant Treasurer, March 1997-October 1997
-- Director, March 1997-August 1997
-- Assistant Treasurer and Controller, March 1996-March 1997
6
<PAGE> 12
CORPORATE GOVERNANCE-
OUR DIRECTORS AND OFFICERS - CONTINUED
- - S-Sixteen Holding Company (formerly Box Brothers Holding Company)
-- Vice President and Assistant Treasurer, March 1997-October 1997
-- Director, March 1997-August 1997
-- Chief Financial Officer and Assistant Treasurer, May 1996-March 1997
Previous Employment:
- - Self Employed -- Real Estate and Consulting, 1992-1994, March 1995-March 1996
Education:
- - Bachelor of Arts in Economics -- Southern Methodist University
- - Master of Business Administration in Finance and Quantitative
Analysis -- Southern Methodist University
J. BURKE ASHER Age: 59
Positions with us:
- - Vice President/Finance since December 1997
- - Secretary since October 1996
- - Chief Accounting Officer, September 1996-December 1997
Positions with our affiliates:
- - CKB Petroleum
-- Treasurer and Assistant Secretary since March 1997
-- Director, March 1997-April 1997
- - CKB & Associates
-- Treasurer and Assistant Secretary since March 1997
-- Director, March 1997-August 1997
- - S-Sixteen Holding Company (formerly Box Brothers Holding Company)
-- Treasurer and Assistant Secretary, March 1997-December 1998
-- Director, March 1997-August 1997
Previous employment:
- - Self employed financial consultant and advisor, 1987-1996
- - Controller -- Doty-Moore Tower Services, Inc., a contractor to the
communications industry, 1993-1995
Education:
- - Bachelor of Science in Economics -- The Wharton School of the University of
Pennsylvania
EDWARD V. HOWARD, CPA Age: 37
Positions with us:
- - Vice President/Controller since March 1992
- - Senior Accountant, October 1989-March 1992
- - Assistant Secretary since October 1997
Education:
- - Bachelor of Business Administration -- West Texas State University
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
of interest between us and one of his clients.
7
<PAGE> 13
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 below, 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 four meetings in 1999. All directors attended at
least 75% of the meetings
- - In 1999 we paid Rollins Resources, a proprietorship owned by director Thomas
W. Rollins, $1,500 for consulting fees.
NON-EMPLOYEE DIRECTOR STOCK PURCHASE PLAN
- - Adopted December 4, 1997
- - Each non-employee director may, once a year, elect to receive all or part of
his board compensation in our common stock
- - The number of shares received equals 150% of the cash amount of compensation
divided by the closing market price of our common stock on the day the cash
fees would be payable
- - Shares received under this plan may not be transferred for one year after
issuance
- - Shares may be transferred earlier than one year based on a director's death,
disability or departure from the board
- - During the restricted transfer period, the director may vote the stock and
receive any dividends
- - The board may terminate this plan at any time
- - Shares received under plan for 1999:
<TABLE>
<S> <C>
-- John E. Goble, 4,440 shares in lieu of $12,000
Jr. cash
-- James Arthur 7,399 shares in lieu of $20,000
Lyle cash
-- David E. Preng 9,598 shares in lieu of $26,250
cash
-- Thomas W. 7,399 shares in lieu of $20,000
Rollins cash
-- Alan C. Shapiro 8,880 shares in lieu of $24,000
cash
</TABLE>
DIRECTOR STOCK OPTIONS
- - Non-employee directors may participate in the 1997 Stock Option Plan (see page
10)
- - Non-employee directors may be granted only non-qualified options
- - In 1999 each non-employee director was granted options to purchase 10,000
shares of common stock at an exercise price of $4.25 per share, with an
expiration date of 12/09/09.
- - BOARD COMMITTEES
- - Audit Committee:
- - Members are Mr. Goble, Mr. Greenwood, and Dr. Shapiro
- - Met one time in 1999
- - The Audit Committee and its functions are governed by an Audit Committee
Charter adopted by our board of directors. The Audit Committee Charter is set
forth on pages 20 through 23 of this Proxy Statement.
- - Compensation Committee:
- - Members are Mr. Preng, Mr. Lyle, and Mr. Greenwood
- - Met three times in 1999
- - 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
- - Did not meet in 1999
- - 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.
8
<PAGE> 14
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid by the company during 1999,
1998, and 1997 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 1999 exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
-------------------------------- --------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------- --------------------------------------
SECURITIES
OTHER RESTRICTED UNDERLYING
ANNUAL STOCK OPTIONS/ ALL OTHER
NAME AND FISCAL SALARY BONUS COMPENSATION AWARDS SAR'S COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($)(1) ($) (#) ($)
- ------------------ ------ ------- ------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
James A. Watt............ 1999 260,004 156,000 -- -- 80,000 695(7)
President and Chief 1998 250,006 70,000 -- -- 130,000 174(7)
Executive Officer(2) 1997 166,250 100,000 -- 112,500(3) 100,000 148,039(4)
Don D. Box............... 1999 160,004 8,000 -- -- 20,000 299(7)
Executive Vice 1998 200,004 -- -- -- 40,000 174(7)
President(5) 1997 183,335 -- -- -- 100,000 2,884(6)
Robert P. Murphy......... 1999 168,108 52,500 -- -- 45,000 257(7)
Senior Vice President/ 1998 146,260 30,000 -- -- 80,000 62(7)
Exploration and 1997 -- -- -- -- -- --
Production
Steven J. Craig.......... 1999 114,708 27,500 -- -- 25,000 390(7)
Senior Vice President/ 1998 110,259 20,000 -- -- 40,000 174(7)
Planning and 1997 100,008 15,000 -- -- 20,000 177(7)
Administration
J. Burke Asher........... 1999 109,200 26,200 -- -- 25,000 1,008(7)
Vice President/Finance 1998 105,000 19,000 -- -- 35,000 450(7)
and Secretary 1997 95,004 15,000 -- -- 20,000 450(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, and on February 4, 1998, he was appointed Chief Executive Officer.
(3) At December 31, 1999, Mr. Watt held 9,000 restricted shares of common stock
with a value of $34,875. 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) Of this amount, $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.
See "Change in Control Arrangements" on pages 13 through 14.
9
<PAGE> 15
STOCK OPTION PLANS
We have stock option plans for our employees and directors because we believe
these options act as both an incentive and a reward for the long-term growth of
our company. The core of our stock option program is the 1997 stock option plan.
Both directors and employees are eligible for options under this plan.
Significant attributes of the 1997 plan include the following:
- - Administered by the Compensation Committee of our board of directors.
- - Up to 2,750,000 shares of our common stock may be issued under the plan.
- - Up to 687,500 shares may be issued to any single individual.
- - Both qualified incentive and non-qualified options may be issued.
- - The plan terminates December 4, 2007.
The importance of whether an option is granted as a qualified incentive option
or a non-qualified option is mainly tax driven. If an option is an incentive
option, the exercise price can be no less than the fair market value on the date
of grant. Additional details concerning the 1997 stock option plan are contained
in the plan itself. For a copy of the plan, call Investor Relations at (214)
210-2650.
We also have a 1992 stock option plan but no options are outstanding under this
plan. As of September 30, 1999, the employees who held the 28,500 options then
outstanding terminated their rights to the 1992 options and received an equal
number of 1997 plan options. The exercise price of these new options, which is
considerably lower than the 1992 options, equals the closing price of the stock
as of September 30, 1999.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE GRANT DATE
OPTIONS EMPLOYEES IN PRICE EXPIRATION PRESENT VALUE
NAME GRANTED FISCAL YEAR $/SHARE DATE $(1)
- ---- ---------- ------------ -------- ---------- -------------
<S> <C> <C> <C> <C> <C>
James A. Watt......................... 80,000 25.81% 4.250 12/06/09 249,920
Don D. Box............................ 20,000 6.44% 4.250 12/06/09 62,480
Robert P. Murphy...................... 45,000 14.49% 4.250 12/06/09 140,580
Steven J. Craig....................... 25,000 8.05% 4.250 12/06/09 78,100
J. Burke Asher........................ 25,000 8.05% 4.250 12/06/09 78,100
</TABLE>
- ---------------
(1) We determined these values using the Black-Scholes option pricing model with
the following assumptions: stock price volatility of 56.82%; interest rate
based on the yield to maturity of a 10-year Treasury security; exercise in
the tenth year; and a dividend rate of zero. We made no adjustments for
nontransferability or risk of forfeiture. Our use of this model does not
constitute an endorsement or an acknowledgment that such model can
accurately determine the value of options. No assurance can be given that
the actual value, if any, realized by an executive upon the exercise of
these options will approximate the estimated values calculated by using the
Black-Scholes model.
10
<PAGE> 16
STOCK OPTION PLANS-CONTINUED
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
- --------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES VALUE OF UNEXERCISED
NUMBER OF UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES VALUE OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END ($)(1)
ACQUIRED ON REALIZED --------------------------- ---------------------------
NAME EXERCISE ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James A. Watt............. -- -- 83,334 226,666 10,000 20,000
Don D. Box................ -- -- 53,334 106,666 2,500 5,000
Robert P. Murphy.......... -- -- 26,668 98,332 5,000 10,000
Steven J. Craig........... -- -- 26,668 58,332 3,125 6,250
J. Burke Asher............ -- -- 25,001 54,999 2,500 5,000
</TABLE>
- ---------------
(1) Computed as the number of securities multiplied by the difference between
the option exercise prices and the closing price of our common stock on
December 31, 1999.
11
<PAGE> 17
PENSION PLANS
Both Remington and our wholly owned subsidiary, CKB Petroleum, have defined
benefit pension plans in place. Because CKB Petroleum ceased having any
employees as of September 1997, it incurs no current service costs. Key aspects
of the Remington pension plan include:
- - Provides retirement and other benefits to eligible employees upon reaching age
65 or 5 years of service, if later
- - Non-employee directors not eligible
- - Employees eligible after 6 months of service
- - Retirement benefit is based upon formula that is based on a percentage of the
average of the 3 highest consecutive years of salary in the 10 years prior to
retirement.
The following table illustrates the annual pension for plan participants that
retire at "normal retirement age" in 1999:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
AVERAGE YEARS OF SERVICE (1)(3)(4)
COMPENSATION ------------------------------------------
(1)(2) 15 20 25 30 35
- ------------ ------ ------ ------ ------ ------
($) ($) ($) ($) ($) ($)
<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, 1999, 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, 1999, for the executive
officers shown in the Summary Compensation Table on page 9 is as follows:
James A. Watt (3 years), Don D. Box (4 years), Robert P. Murphy (2 years),
Steven J. Craig (5 years), and J. Burke Asher (3 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.
12
<PAGE> 18
CHANGE IN CONTROL ARRANGEMENTS
All of our full-time regular employees are covered by a severance plan that we
adopted in 1997. Under this plan, if an employee is involuntarily terminated, as
that term is defined in the plan, the employee will be entitled to a payment of
between two months base pay and eighteen months base pay depending on the
employee's job and years of experience. If an employee voluntarily quits, is
terminated for cause as defined in the plan, dies, leaves due to a disability
for which benefits are payable or the termination is expected to be of short
duration, the employee is not eligible for payment under the plan. In addition,
under certain circumstances, a change in control could cause immediate vesting
and triggering of stock options and contingent restricted stock grants. If the
contingent restricted stock grants were triggered by a change in control, it
would result in the issuance of a maximum aggregate of 679,937 shares to
directors and employees.
Employment Agreements
We have employment agreements with James A. Watt, Robert P. Murphy, Steven J.
Craig, and J. Burke Asher. The most significant terms of such agreements are
summarized below:
James A. Watt
Effective March 17, 1997, through January 30, 2000:
- Term of five years from March 17, 1997, renewable by mutual agreement
- Starting base salary of $210,000 a year with increases at board
discretion
- Target bonus of 50% of base salary
- Reimbursement for moving expenses
- Stock grant of 15,000 shares, with options for an additional 100,000
shares to be vested over a five year period
- Payment equal to his base salary and target bonus in the event he leaves
the company for reasons other than for cause, or good reason after a
change of control
- If he leaves his employment for good reason, as defined in the contract,
he receives either three or two times his base salary plus target bonus,
depending on how soon after a change of control he leaves
New agreement effective January 31, 2000:
- Term of three years from January 31, 2000, subject to single year
extensions by mutual agreement
- Base salary of $270,000 a year subject to discretionary increases
- Eligible to receive discretionary performance bonus (targeted at 70% of
base salary)
- If terminated prior to a change in control, without cause, he receives
his salary plus a pro rata bonus
- He receives 2.99 times the sum of his base salary plus his target bonus
if he is terminated within 24 months of a change in control, other than
for death, disability or cause, or he leaves for good reason within the
24 month period
13
<PAGE> 19
CHANGE IN CONTROL ARRANGEMENTS-CONTINUED
Robert P. Murphy
- Term of three years from September 30, 1999, subject to single year
extensions by mutual agreement
- Base salary of $175,000 a year subject to discretionary increases
- Eligible to receive discretionary performance bonus (targeted at 40% of
base salary)
- If terminated prior to a change in control, without cause, he receives
his salary plus a pro rata bonus
- He receives 2.99 times the sum of his base salary plus his target bonus
if he is terminated within twelve months of a change in control, other
than for death, disability or cause, or he leaves for good reason within
the twelve month period
Steven J. Craig and J. Burke Asher
- Term of two years from September 30, 1999, subject to single year
extensions by mutual agreement
- Base salary of $114,200 (Mr. Craig) and $109,200 (Mr. Asher) subject to
discretionary increases
- Eligible to receive discretionary performance bonus (targeted at 20% of
base salary)
- Severance payments similar to Robert Murphy's, except that Mr. Craig and
Mr. Asher receive 2 times the sum of their respective annual salaries
plus target bonus in connection with leaving employment within twelve
months of a change in control
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
No executive officer serves on the compensation committee of the board.
14
<PAGE> 20
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.
15
<PAGE> 21
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
16
<PAGE> 22
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, 1994, and that all dividends were reinvested.
[Perf.graph]
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
12/31/1994 12/31/1995 12/31/1996 12/31/1997 12/31/1998 12/31/1999
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ROILA(1) 100.00 77.68 66.07 37.50 26.18 31.83
ROILB(1) 100.00 80.23 84.88 48.26 29.65 36.05
NASDAQ U.S 100.00 141.30 173.90 213.10 300.40 556.00
NASDAQ O&G 100.00 105.10 151.90 144.70 70.30 72.10
</TABLE>
(1) 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 a new single class of voting common stock (ROIL). The
values shown above as of December 31, 1998 and 1999, 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.
17
<PAGE> 23
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of May 8, 2000, 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 Commission.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF SHARES OF COMMON STOCK PERCENT OF
BENEFICIAL OWNER BENEFICIALLY OWNED COMMON STOCK
- ------------------- ---------------------- ------------
<S> <C> <C>
J.R. Simplot................................................ 5,831,028(1) 27%
999 Main Street
Boise, Idaho 83702(1)
Heartland Advisors, Inc..................................... 3,680,375(2) 17%
789 North Water 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. Included in shares of common
stock beneficially owned by Mr. Simplot are all of the following, of which
Mr. Simplot may be deemed a beneficial owner: 2,785,028 shares and 200,000
warrants owned by S-Sixteen Limited Partnership; 2,845,000 shares owned by
the Trust; and 1,000 shares owned jointly by Mr. Simplot and his spouse.
200,000 shares of common stock are issuable to S-Sixteen Limited
Partnership upon the exercise of the warrants within 60 days of May 8,
2000. 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) The most recent Schedule 13G filed by Heartland Advisors, Inc. indicates
that it has sole dispositive power over all 3,680,375 shares and sole voting
power over 2,726,575 of the shares.
OWNERSHIP OF MANAGEMENT
The number of shares of the company's common stock beneficially owned as of May
8, 2000, by directors of the company, each officer listed in the compensation
table on page 9, and as a group comprising 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
OWNED MAY 8, 2000 TOTAL STOCK
------------ ----------------- --------- ----------
<S> <C> <C> <C> <C>
J. Burke Asher.................................... 3,001 30,001 33,002 *
Don D. Box........................................ 57,207 60,001 117,208 *
Steven J. Craig................................... 10,365 31,668 42,033 *
John E. Goble, Jr. ............................... 10,532 75,000 94,990 *
William E. Greenwood.............................. 4,686 75,000 79,686 *
David H. Hawk..................................... 2,030 78,334 80,364 *
James Arthur Lyle................................. 19,496 75,000 94,496 *
Robert P. Murphy.................................. 7,650 40,002 47,652 *
David E. Preng.................................... 39,452 78,334 117,786 *
Thomas W. Rollins................................. 24,304 75,000 99,304 *
Alan C. Shapiro................................... 29,781 75,000 104,781 *
James A. Watt..................................... 44,811 120,001 164,812 *
All directors and executive officers as a group
(13 persons).................................... 256,757 836,508 1,093,265 4.9%
</TABLE>
- ---------------
* Less than one percent of the outstanding shares.
18
<PAGE> 24
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
A resolution adopted in 1992 by our board of directors authorizes us to enter
into a transaction with an affiliate of ours so long as the board of directors
determines that such a transaction is fair and reasonable to us and is on terms
no less favorable to us than can be obtained from an unaffiliated party in an
arms' length transaction.
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. In
April 2000, we collected $240,000 from the Estate in settlement of this item.
Don D. Box is co-executor of the Estate.
A long-term receivable in the aggregate amount of $320,000 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
AUDIT COMMITTEE CHARTER
PURPOSE
The audit committee is a committee of the Board of Directors. The committee's
primary function is to assist the board in fulfilling its oversight
responsibilities by reviewing the financial information which will be provided
to the shareholders and others, the systems of internal controls which
management and the Board of Directors have established, and the audit process.
In doing so, it is the responsibility of the audit committee to provide an open
avenue of communication among the Board of Directors, management, and the
independent accountants. It is also the responsibility of the audit committee to
establish a clear understanding with the independent accountants that the
independent accountants are ultimately accountable to the board of directors and
the audit committee as representatives of shareholders, and that these
shareholder representatives have the ultimate authority and responsibility to
select, evaluate, and, where appropriate, replace the independent accountants
(or to nominate the independent accountants to be proposed for shareholder
approval in any proxy statement).
ORGANIZATION
- - The audit committee shall be appointed by the Board of Directors.
- - The audit committee shall be composed of at least three, but not more than
five, independent directors.
- - Only independent directors may be members of the audit committee. An
independent director is a director who:
(1) is not and has not been employed in an executive capacity of the
company for at least five years prior to election to the audit
committee;
(2) is not a significant advisor or consultant to the company, nor
affiliated with any firm that is;
(3) is not affiliated with a significant customer or supplier of the
company;
(4) does not have a personal services contract with the company;
(5) is not affiliated with a tax-exempt entity that receives significant
contributions from the company;
(6) is not a spouse, parent, sibling, child, or in-law of any person
described in (1) through (5) or of any member of management; and
(7) does not receive any material compensation from the company other than
compensation for board services, benefits under tax qualified
retirement plans, or benefits under compensation plans that have been
approved by the stockholders.
- - At least one member of the committee shall have a background in financial
reporting, accounting, auditing, or finance, and all other members of the
committee shall be financially literate.
- - The Board shall appoint one of the members of the audit committee as
Chairperson. It is the responsibility of the Chairperson to schedule all
meetings of the committee and provide the committee with a written agenda for
all meetings.
In meeting its responsibilities, the committee shall:
GENERAL
- - Have the power to conduct or authorize investigations into any matters within
the committee's scope of responsibilities. The committee shall have
unrestricted access to members of management and all
20
<PAGE> 26
AUDIT COMMITTEE CHARTER-CONTINUED
information relevant to its responsibilities. The committee shall be empowered
to retain independent counsel, accountants, or others to assist it in the
conduct of any investigation.
- - Meet at least two times per year or more frequently as circumstances require.
The committee may ask members of management or others to attend the meetings
and provide pertinent information as necessary.
- - Report committee actions to the Board of Directors with such recommendations
as the committee may deem appropriate.
- - Review on an annual basis and, as required, update the committee's charter.
- - Perform such other functions assigned by law, the company's charter or bylaws,
or the Board of Directors.
- - Meet with the independent accountants and management in executive sessions to
discuss any matters that the committee or these groups believe should be
discussed privately with the audit committee. The sessions may be separate or
joint.
INTERNAL CONTROLS AND RISK ASSESSMENT
- - Review and evaluate the effectiveness of the company's process for assessing
significant risks or exposures and the steps management has taken to minimize
such risks to the company.
- - Consider and review with management and the independent accountants:
(1) The effectiveness of or weaknesses in the company's internal controls
including computerized information system controls and security, the
overall control environment and accounting and financial controls,
(2) Any related significant findings and recommendations of the
independent accountants together with management's responses thereto,
including the timetable for implementation of recommendations to
correct weaknesses in internal controls.
- - Review with the independent accountants the coordination of audit effort to
assure completeness of coverage of key business controls and risk areas,
reduction of redundant efforts, and the effective use of audit resources.
- - Discuss with management and the company's independent public accountants the
status and adequacy of management information systems and other information
technology, including the significant risks related thereto and major controls
over such activities.
FINANCIAL REPORTING
- - Review filings with the SEC and other agencies and other published documents
containing the company's financial statements, including annual and interim
reports, press releases and statutory filings, and consider whether the
information contained in these documents is consistent with the information
contained in the financial statements.
- - Review with management and the independent accountants at the completion of
the annual examination:
- The company's annual financial statements and related footnotes.
- The independent accountants' audit of the financial statements and their
report thereon.
- Any significant changes required in the independent accountants' audit
plan.
21
<PAGE> 27
AUDIT COMMITTEE CHARTER-CONTINUED
- Any serious difficulties or disputes with management encountered during
the course of the audit.
- The existence of significant estimates and judgments underlying the
financial statements, including the rationale behind those estimates as
well as the details on material accruals and reserves.
- Other matters related to the conduct of the audit which are to be
communicated to the committee under generally accepted auditing
standards.
- Review and approve the company's accounting principles.
- - Assess internal processes for determining and managing key financial statement
risk areas.
EXTERNAL AUDITOR
- - Recommend to the Board of Directors the independent accountants to be
nominated and review and approve the discharge of the independent accountants.
- - Review the scope and approach of the annual audit with the independent
accountants.
- - Assess the external auditors' process for identifying and responding to key
audit and internal control risks.
- - Review the external auditors' identification of issues and business and
financial risks and exposures.
- - Confirm and assure the independence of the independent accountants, including
a review of the nature of all services and related fees provided by the
independent accountants.
- - Obtain from the independent auditors a formal written statement delineating
all relationships between the auditor and the company, consistent with
Independence Standards Board Standard 1.
- - Instruct the independent accountants to report directly to the audit committee
any serious difficulties or disputes with management. Insure that the outside
auditors discuss with the audit committee the auditor's judgment concerning
the quality, not just the acceptability, of the company's accounting
principles as applied in its financial reporting. The outside auditors should
be encouraged to comment frankly on the company's financial reporting
including such issues as clarity of disclosures, degree of aggressiveness or
conservatism, and underlying estimates and other decisions made by management
in preparing the financial disclosure reviewed by the outside auditors.
- - Instruct management to provide the committee with drafts of the interim
financial statements as soon as practicable prior to the filing with the SEC.
Instruct management to provide the committee with drafts of press releases
announcing financial results at least one day prior to the release to the
public.
- - For interim periods, prior to the filing of the quarterly financial reports
with the SEC, the chairman of the committee should be contacted by the
independent accountants. The chairman should inquire as to whether any of the
matters described in SAS no. 61 Communication with Audit Committees, as they
relate to interim financial information have been identified. If any such
matters have been identified, the chairman of the committee should review them
with the independent accountants and determine whether a meeting of the full
committee is required. If, in the judgment of the chairman, a meeting of the
full committee is not required, the chairman will communicate the matters at
issue to the other members of the committee. The chairman or the committee
will also discuss the matters at issue with management.
22
<PAGE> 28
AUDIT COMMITTEE CHARTER-CONTINUED
COMPLIANCE WITH LAWS AND REGULATIONS
- - Ascertain whether the company has an effective process for determining risks
and exposures from asserted and unasserted litigation and claims and from
noncompliance with laws and regulations.
- - Review with the company's general counsel and others any legal, tax, or
regulatory matters that may have a material impact on company operations and
the financial statements, related company compliance policies, and programs
and reports received from regulators.
COMPLIANCE WITH CODES OF ETHICAL CONDUCT
- - Review and assess the company's processes for administering a code of ethical
conduct.
- - Review the company's monitoring of compliance with the company's code of
conduct, including compliance with the Foreign Corrupt Practices Act.
- - Review policies and procedures with respect to officers' expense accounts and
perquisites, including their use of corporate assets, and consider the results
of any review of these areas by the independent accountants.
23
<PAGE> 29
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
REMINGTON OIL AND GAS CORPORATION
JUNE 16, 2000
o PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED o
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
PLEASE MARK YOUR
VOTES AS INDICATED
[X] IN THIS EXAMPLE.
FOR WITHHELD
1. Election of NOMINEES: Don D. Box, John E. 2. Ratification of Arthur FOR AGAINST ABSTAIN
Directors. [ ] [ ] Goble, Jr., William E. Andersen LLP as the
Greenwood, David H. Company's independent [ ] [ ] [ ]
For, except vote withheld from the following Hawk, James Arthur accountants for fiscal
Nominee(s). Lyle, David E. Preng, year ending December 31,
Thomas W. Rollins, 2000.
- -------------------------------------------- Alan C. Shapiro and
James A. Watt 3. In their discretion, the proxies are authorized
- -------------------------------------------- to vote upon such other business as may properly
come before the meeting.
- --------------------------------------------
Signature(s) Date: 2000
------------------------------------------------- ---------------------------------- -------------------,
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.
</TABLE>
<PAGE> 30
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 15, 2000, at the
Annual Meeting of Stockholders of the Company (the "Annual Meeting"), to be held
on June 16, 2000 at 9:00 a.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, THE 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, 2000, AND IN
THE DISCRETION OF THE PROXIES ON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE ANNUAL MEETING OR ANY ADJOURMENT OF 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)
