<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
-------------------
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
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 0-22576
COHO ENERGY, INC.
(Exact name of registrant as specified in its charter)
Texas 75-2488635
- -------------------------------- ---------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
14785 Preston Road, Suite 860
Dallas, Texas 75240
- -------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(972) 774-8300
--------------
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
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 twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
As of March 5, 1999, 25,603,512 shares of the registrant's Common Stock
were outstanding and the aggregate market value of all voting stock held by
non-affiliates was $14 million based upon the closing price on the Nasdaq Stock
Market on such date. The officers and directors of the registrant are considered
affiliates for purposes of this calculation.
<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The names of the directors of the Company and certain information with
respect to each of them are set forth below:
<TABLE>
<CAPTION>
DIRECTOR AGE SINCE*
-------- --- ------
<S> <C> <C>
Jeffrey Clarke 53 1982
Louis F. Crane(a) 57 1993
Alan Edgar (b) 53 1998
Kenneth H. Lambert(a) 53 1980
Douglas R. Martin(b) 53 1990
Jake Taylor(b) 52 1993
</TABLE>
------------
(a) Member of the Audit Committee
(b) Member of the Compensation Committee
* Represents the year each individual became a director of the Company or
its predecessor Coho Resources, Inc. ("CRI")
Jeffrey Clarke has served as Chairman of the Company since October 1993
and as President and Chief Executive Officer of the Company since September
1993. Mr. Clarke served as Executive Vice President and Chief Operating Officer
of CRI from May 1982 until May 1990, as President and Chief Operating Officer of
CRI from May 1990 to October 1992 and as President and Chief Executive Officer
of CRI since October 1992. He served as Senior Vice President, Chief Operating
Officer and a director of Coho Resources Limited ("CRL") from 1984 to October
1992 and as President and Chief Executive Officer of CRL since October 1992 and
has been engaged by CRL in various capacities since 1980.
Louis F. Crane has served as President and Chief Executive Officer of
Orleans Capital (investment portfolio management firm) since November 1991. Mr.
Crane is Chairman of the Board of Offshore Logistics Inc. and a director of
Columbia Universal Corp.
Alan Edgar has been an independent financial consultant since January
1999 and prior thereto served as Managing Director, Co-head Energy Group with
Donaldson, Lufkin & Jenrette Securities Corporation, an investment banking firm,
from 1990 until his retirement in December, 1998.
Kenneth H. Lambert served as Chairman of the Board of Directors of CRI
from 1980
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<PAGE> 3
until September 1993, as Chief Executive Officer of CRI from 1980 to 1992 and as
President of CRI from 1980 to 1990. Mr. Lambert served as President and Chief
Executive Officer of CRL from 1980 to June 1992, and as Chairman of the Board of
CRL from June 1992 until September 1993. Mr. Lambert has served as President and
Chief Executive Officer of Nugold Technology Ltd. (a private company dealing in
the recovery of precious metals) since April 1993. Mr. Lambert is chairman of
the board, president, chief executive officer and director of Edmonton
International Industries Ltd. (a Canadian public investment holding company),
the Chairman of the Board of Destination Resorts, Inc. (a Canadian public resort
development corporation) and Chairman of the Board of Oz New Media (a Canadian
public educational network, multimedia and digital content company).
Douglas R. Martin has served as Chairman of Pursuit Resources Corp. (a
Canadian public oil and gas company) since September 1993. Mr. Martin served as
Senior Vice President and Chief Financial Officer of CRI from May 1990 to August
1993. He served as CRL's Senior Vice President and Chief Financial Officer from
April 1990 to August 1993.
Jake Taylor has been an independent financial consultant since 1989.
Pursuant to the terms of the Registration Rights and Shareholder
Agreement dated May 12, 1998 (the "Agreement") among Energy Investment
Partnership No. 1, L.P. ("EIP") and the Company, the Company has agreed to
nominate the number of designees to which EIP are entitled for election to the
Board of Directors of the Company at each annual meeting of the Company's
shareholders. To date, EIP has not made any nominations for the Company's 1999
Annual Meeting of Shareholders. In the event the shares of Common Stock owned by
EIP shall be both less than one million shares and less than 4% of the
outstanding shares of Common Stock, the Company's obligation under the Agreement
to nominate any designees of EIP to the Board ceases. The Agreement further
provides that, if the Company's proxy statement for any annual meeting includes
a recommendation regarding the election of any other nominees to the Company's
Board of Directors, the Company must include a recommendation that the
shareholders also vote in favor of the nominees of EIP. So long as any designee
of EIP serves as a director of the Company, the Company agreed to appoint one of
such designees to be a member of the Compensation Committee of the Board and, in
the event the Board of Directors establishes an Executive Committee, the
Executive Committee of the Board.
Jeffrey Clarke, Chairman, President and Chief Executive Officer of the
Company, and Keri Clarke, Vice President, Land and Environmental/Regulatory
Affairs of the Company, are brothers. There is no other family relationship
between any director, executive officer or person nominated or chosen by the
registrant to become a director or executive officer.
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<PAGE> 4
The names of the executive officers of the Company and certain
information with respect to them are set forth below:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Jeffrey Clarke 53 Chairman, President, Chief Executive Officer and Director
R. M. Pearce 47 Executive Vice President and Chief Operating Officer
Eddie M. LeBlanc, III 50 Senior Vice President and Chief Financial Officer
Anne Marie O'Gorman 40 Senior Vice President, Corporate Development and
Corporate Secretary
Keri Clarke 43 Vice President, Land and Environmental/Regulatory Affairs
R. Lynn Guillory 51 Vice President, Human Resources and Administration
Gary Hoge 55 Vice President, Exploration
Larry L. Keller 40 Vice President, Mid-Continent Division
Susan J. McAden 41 Vice President & Controller
Patrick S. Wright 42 Vice President, Gulf Coast Division
Joseph Ragusa 45 Treasurer
</TABLE>
For information concerning Jeffrey Clarke, see above.
R. M. Pearce has served as Executive Vice President and Chief Operating
Officer of the Company since August 1995 and has been an officer of the Company
since November 1993. From July 1991 to October 1993, Mr. Pearce served as
President of GRL Production Services Company.
Eddie M. LeBlanc, III joined the Company as Senior Vice President and
Chief Financial Officer when the Company acquired Interstate Natural Gas Company
("ING") on December 8, 1994. From the inception of ING in March 1992 through its
acquisition by the Company, Mr. LeBlanc was Senior Vice President and Chief
Financial Officer of ING.
Anne Marie O'Gorman was appointed Senior Vice President, Corporate
Development, in March 1996 and was Vice President, Corporate Development, of the
Company (and CRI, prior to September 1993) from August 1993. Ms. O'Gorman had
been employed by CRI or CRL in various capacities since 1985. Ms. O'Gorman has
served as Secretary of the Company since September 1993.
Keri Clarke has served as Vice President, Land and
Environmental/Regulatory Affairs, of the Company (and CRI, prior to September
1993) since 1989. He has also been employed by CRL in various positions since
1981.
R. Lynn Guillory joined the Company as Vice President, Human Resources
and Administration, when the Company acquired ING on December 8, 1994. Mr.
Guillory held that same position with ING since its inception in March 1992.
-4-
<PAGE> 5
Gary Hoge joined the Company as Vice President, Exploration in April
1998. From 1994 until he joined the Company , Mr. Hoge served as Vice President,
Exploration for Greenhill Petroleum. From 1992 until 1994 Mr. Hoge served in
several senior positions with Coffman Exploration and Cielo Energy.
Larry L. Keller has served as Vice President, Mid-Continent Division
since August 1998 and Vice President, Exploitation, of the Company (and CRI,
prior to September 1993) from August 1993 and had been employed in various
engineering positions with CRI since July 1990.
Susan J. McAden was appointed Vice President and Controller in January
1998 and joined the Company as Controller in February 1995. From September 1993
to February 1995, Ms. McAden was Vice President and Controller of Lincoln
Property Company (a property development and management company). From November
1990 to September 1993, Ms. McAden was Chief Accounting Officer and Treasurer of
Concap Equities, Inc. (the acting general partner for sixteen public real estate
partnerships).
Patrick S. Wright has served as Vice President, Gulf Coast Division
since August 1998 and joined the Company as Vice President, Operations, in
January 1996. From January 1991 until he joined the Company, Mr. Wright served
in several managerial positions with Snyder Oil Corporation (an international
oil and gas exploration and production company).
Joseph Ragusa was appointed Treasurer in January 1998 and joined the
Company as Assistant Treasurer when the Company acquired ING on December 8,
1994. Mr. Ragusa held that same position with ING since January 1993.
-5-
<PAGE> 6
ITEM 11. EXECUTIVE COMPENSATION
The following tables set forth information with respect to the five
most highly compensated executive officers, including the Chief Executive
Officer, in 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM
------------------------------ COMPENSATION
AWARDS
------------
SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS(#) COMPENSATION
--------------------------- ---- ------ ----- ------------ ------------
<S> <C> <C> <C> <C> <C>
Jeffrey Clarke 1998 $300,000 $ 0 -- $378,060
President and Chief 1997 $265,000 $250,000 300,000 $ 52,539
Executive Officer (1)(6) 1996 $258,333 $350,000 -- $ 47,811
R. M. Pearce 1998 $225,000 $ 0 -- $ 17,171
Executive Vice President and 1997 $195,000 $140,000 160,000 $ 13,954
Chief Operating Officer (2) 1996 $192,250 $212,000 100,000 $ 7,768
Eddie M. LeBlanc, III 1998 $175,000 $ 0 -- $ 12,835
Senior Vice President and 1997 $161,650 $ 85,000 150,000 $ 11,170
Chief Financial Officer (3) 1996 $160,125 $136,000 -- $ 7,014
Anne Marie O'Gorman 1998 $175,000 $ 0 -- $ 83,106
Senior Vice President 1997 $161,650 $ 85,000 100,000 $ 10,516
Corporate Development and 1996 $153,875 $148,620 50,000 $ 6,112
Corporate Secretary (4)(6)
Larry L. Keller 1998 $163,000 $ 0 -- $ 83,685
Vice President Exploitation (5)(6) 1997 $143,100 $ 65,000 45,000 $ 10,050
1996 $141,750 $103,000 -- $ 5,813
</TABLE>
- ------------------------
(1) Mr. Clarke's All Other Compensation includes the Company's
contributions to a 401(k) savings plan of $8,000, $8,000, and $4,750
in 1998, 1997 and 1996, respectively; premiums paid on a disability and
life insurance policy of $32,656, $32,463, and $31,910 in 1998, 1997
and 1996, respectively; and $12,076, $12,076 and $11,152 in 1998, 1997
and 1996, respectively, of imputed interest on a loan from the Company.
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<PAGE> 7
(2) Mr. Pearce's All Other Compensation includes the Company's contribution
to a 401(k) savings plan of $8,000,$8,000 and $4,750 in 1998, 1997 and
1996, respectively; and premiums paid on a disability policy of
$9,171, $5,954 and $3,018 in 1998, 1997 and 1996, respectively .
(3) Mr. LeBlanc's All Other Compensation includes the Company's
contributions to a 401(k) savings plan of $8,000,$8,000, and $4,750 in
1998,1997 and 1996, respectively; and premiums paid on a disability
policy of $4,835, $3,171, and $2,264 in 1998, 1997 and 1996,
respectively.
(4) Ms. O'Gorman's All Other Compensation includes the Company's
contributions to a 401(k) savings plan of $8,000, $8,000 and $4,750 in
1998, 1997 and 1996, respectively; and premiums paid on a disability
policy of $3,429, $2,050, and $1,363 in 1998, 1997 and 1996,
respectively. Ms. O'Gorman's bonus in 1996 included a $12,620
reimbursement of certain relocation expenses.
(5) Mr. Keller's All Other Compensation includes the Company's contribution
to a 401(k) savings plan of $8,000, $8,000 and $4,597 in 1998, 1997 and
1996, respectively; and premiums paid on a disability policy of
$2,345, $2,050 and $1,216 in 1998, 1997 and 1996, respectively.
(6) Included in Other Compensation for Messrs. Clarke and Keller and Ms.
O'Gorman for 1998 are $324,992, $73,331 and $71,678 , respectively. The
amounts represent the payment by the Company on January 22, 1998 of the
difference of the guaranteed price of $10.50 and the strike price of
stock options exercised in October 1997 (see "Certain Relationships and
Related Transactions").
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<PAGE> 8
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-
UNEXERCISED OPTIONS AT FISCAL MONEY OPTIONS AT FISCAL YEAR-
YEAR-END END(1)
SHARES -------- ------
ACQUIRED
ON VALUE NON-
NAME EXERCISE REALIZED EXERCISABLE EXERCISABLE EXERCISABLE NON-EXERCISABLE
- ---- -------- -------- ----------- ----------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Jeffrey Clarke --- $--- 579,373 0 $ 0 $ 0
R. M. Pearce --- $--- 420,000 0 $ 0 $ 0
Eddie M. LeBlanc, III --- $--- 250,000 0 $ 0 $ 0
Anne Marie O'Gorman --- $--- 225,983 0 $ 0 $ 0
Larry L. Keller --- $--- 88,334 30,000 $ 0 $ 0
</TABLE>
(1) Computed based upon the difference between the market price on December
31, 1998 of $2.81 per share and the exercise price per share.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements (each an "Employment
Agreement") with each of Messrs. Clarke, Pearce and LeBlanc and Ms. O'Gorman,
which provide for minimum annual compensation in the amount of $300,000,
$225,000, $175,000 and $175,000, respectively, in each case to be reviewed
annually by the Board of Directors for possible increases. Each Employment
Agreement is for a term of three years, renewable annually for a term to extend
two years from such renewal date unless either party gives notice. Each
Employment Agreement entitles the officer to participate in such bonus,
incentive compensation and other programs as are created by the Board. In the
event any of Messrs. Clarke, Pearce or LeBlanc or Ms. O'Gorman terminates his or
her employment for "Good Reason" (as defined below) or is terminated by the
Company for other than "Cause" (as defined below), the Company would: (i) pay
such individual a cash lump sum payment equal to two times the executive's then
current annual rate of total compensation; and (ii) continue, until the first
anniversary of the employment termination, health and medical benefits under the
Company's plans (or the equivalent thereof). In the event any of Messrs. Clarke,
Pearce or LeBlanc or Ms. O'Gorman terminates his or her employment for Good
Reason or is terminated by the Company for other than Cause within three years
of a "Change of Control" (as defined below), the Company will pay the executive
an additional lump sum equal to .99 times his or her
-8-
<PAGE> 9
then current annual rate of total compensation and continue health benefits
until the third anniversary of the employment termination. In the event any of
Messrs. Clarke, Pearce or LeBlanc or Ms. O'Gorman becomes disabled or dies
during the term of the respective Employment Agreement, the Company will pay the
executive or his or her estate compensation under the Agreement for a six month
period following such death or disability. Under the Deficit Reduction Act of
1984, severance payments contingent upon a "Change of Control" that exceeded a
certain amount subject both the Company and the officer to adverse U.S. Federal
income tax consequences. Each of the Employment Agreement was amended on March
17, 1997 to provide that the Company shall pay the officer a "gross-up" payment
to insure that the officer receives the total benefit intended by the Employment
Agreement.
The term "Good Reason" is defined in each Employment Agreement
generally to mean: (i) the failure by the Company to elect or re-elect such
executive to his or her existing office with the Company without Cause; (ii) a
material change by the Company of the executive's function, duties or
responsibilities that would cause his or her position with the Company to become
of less dignity, responsibility, importance or scope; (iii) the Company requires
the executive to relocate his or her primary office to a location that is
greater than 50 miles from the current location of the Company; or (iv) any
other material breach of the Agreement by the Company. The term "Cause" is
defined in each Employment Agreement generally to mean: (i) any material failure
of the executive after written notice to perform his or her duties; (ii)
commission of fraud by the executive against the Company, its affiliates or
customers; (iii) a material breach by the executive of the confidentiality or
non-competition provisions in the Employment Agreement; or (iv) conviction of
the executive of a felony offense or a crime involving moral turpitude. Under
each Employment Agreement, a "Change of Control" of the Company is deemed to
have occurred if: (i) any person or group of persons acting in concert becomes
the beneficial owner of 20 percent or more of the outstanding shares of Common
Stock or the combined voting power of the Company's voting securities, with
certain exceptions; (ii) individuals who as of the date of such agreement
constitute the Board of Directors of the Company (or their designated
successors) cease for any reason to constitute at least a majority thereof; or
(iii) there occurs a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the Company's assets unless, after
the transaction, all or substantially all of those persons who were the
beneficial owners of Common Stock prior to the transaction beneficially own more
than 60 percent of the then outstanding common stock of the resulting
corporation, no person who did not own Common Stock prior to the transaction
beneficially owns 40 percent or more of the then outstanding common stock of the
resulting corporation, and at least a majority of the Board of Directors of the
corporation resulting from such transaction were members of the Board of
Directors of the Company at the time of the execution of the initial agreement
or of the action by the Board of Directors providing for the corporate
transaction.
The Company currently has an Executive Severance Agreement (the
"Severance Agreement") with Larry L. Keller. The purpose of the Severance
Agreement is to encourage the executive officer to continue to carry out his
duties with the Company in the event of a "change of control" of the
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<PAGE> 10
Company. Under the Severance Agreement, a "change of control" of the Company is
generally deemed to have occurred if: (i) any person or group of persons acting
in concert becomes the beneficial owner of 20 percent or more of the outstanding
shares of Common Stock or the combined voting power of the Company's voting
securities, with certain exceptions; (ii) individuals who as of the date of such
agreement constitute the Board of Directors of the Company (or their designated
successors) cease for any reason to constitute at least a majority thereof;
(iii) there occurs a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the Company's assets unless, after
the transaction, all or substantially all of those persons who were the
beneficial owners of Common Stock prior to the transaction beneficially own more
than 60 percent of the then outstanding common stock of the resulting
corporation, except to the extent such ownership existed prior to the corporate
transaction, no person (with certain exceptions) beneficially owns 20 percent or
more of the then outstanding common stock of the resulting corporation, and at
least a majority of the board of directors of the corporation resulting from
such transaction were members of the Board of Directors of the Company at the
time of the execution of the initial agreement or of the action by the Board of
Directors providing for the corporate transaction; or (iv) the shareholders of
the Company approve a complete liquidation or dissolution of the Company.
The Severance Agreement provides for severance payments in the event of
termination of the executive officer's employment within two years after a
change of control of the Company, unless the executive's employment is
terminated by the Company or its successor for "cause" or because of the
executive's death, "disability" or "retirement" or by the executive's voluntary
termination for other than "good reason", in each case as such terms are defined
in the Severance Agreement. The benefits include (a) a lump sum payment equal to
1.5 times the highest salary plus bonus paid to the executive in any of the five
years preceding the year of termination of employment; (b) salary to the date of
termination; and (c) immediate vesting of all stock options or restricted stock
awards that may have been granted to the executive under the Company's employee
benefit plans; provided that, such options or restricted stock awards shall vest
only to the extent the total payments to the executive under the Severance
Agreement or otherwise would not be subject to excise taxes imposed under
Section 4999 of the Internal Revenue Code of 1986, as amended.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
At March 31, 1999 the members of the Compensation Committee were
Douglas R. Martin, Alan Edgar and Jake Taylor. No member of the Compensation
Committee was an officer of the Company at any time during 1998.
During 1998 no executive officer of the Company served as (i) a member
of the compensation committee (or other board committee performing equivalent
functions) of another entity, one of whose executive officers served on the
Compensation Committee of the Board of Directors; (ii) a director of another
entity, one of whose executive officers served on the Compensation Committee of
the Board of Directors; or (iii) a member of the compensation
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<PAGE> 11
committee (or other board committee performing equivalent functions) of another
entity, one of whose executive officers served as a director of The Company.
COMPENSATION OF DIRECTORS
Director Fees
Directors who are not employees of the Company receive a semi-annual
retainer of $7,000 plus a fee of $500 for each Board or Board committee meeting
attended or, if attendance is by telephone, a fee of $250 for each such meeting
in which he participated. All directors are reimbursed for expenses incurred in
attending Board or committee meetings. Employees of the Company who are also
directors do not receive a retainer or fees for Board or committee meetings
attended.
Non-Employee Director Stock Option Plan
Under the 1993 Non-Employee Director Stock Option Plan (the "Director
Plan"), for so long as there is an adequate number of shares available for grant
thereunder, each person who becomes a non-employee director of the Company is
entitled to receive an option to purchase 5,000 shares of Common Stock at a
price per share equal to the closing sale price of such stock on the date of his
appointment or election. In addition, and for so long as there is then an
adequate number of shares available for grant under the Director Plan, each
non-employee director is entitled to receive, on the date of each annual meeting
of the Company's shareholders at which he is re-elected as director, an option
to purchase an additional 1,000 shares of Common Stock at the closing sale price
on the date of grant; provided that, until a non-employee director shall have
received options under the Director Plan for an aggregate of 15,000 shares of
Common Stock, he shall receive an option to purchase 5,000 shares on the date of
each annual meeting of the Company's shareholders at which he shall be
re-elected as director.
Options granted under the Director Plan are exercisable one year after
the date of grant and must be exercised within five years from the date the
option becomes exercisable. Such options terminate on the earlier of the date of
the expiration of the option or one day less than one month after the date the
optionee ceases to serve as a director of the Company for any reason other than
death, disability or retirement of the director. If an optionee retires from the
Board or dies while serving as a director of the Company, the option terminates
on the earlier of the date of expiration of the option or one year following the
date of retirement or death.
During the year ended December 31, 1998, Messrs. Crane, Lambert, Martin
and Taylor were each granted options under the Director Plan to acquire 1,000
shares of Common Stock, at an exercise price of $6.875 per share.
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<PAGE> 12
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information as to persons or entities
who, to the knowledge of the Company based on information received from or on
behalf of such persons, were the beneficial owners of more than 5% of the
outstanding shares of Common Stock as of March 31, 1999. Unless otherwise
specified, such persons have sole voting power and sole dispositive power with
respect to all shares attributable to it.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS(1)
- ------------------------------------- -------------------- -------------------
<S> <C> <C>
Energy Investment Partnership No. 1
200 Crescent Court, Suite 1600
Dallas, TX 75201 2,182,084(2) 8.5%
Dimensional Fund Advisors
1299 Ocean Avenue, 11th floor
Santa Monica, CA 90401 1,672,500(3) 6.5%
Wellington Management Company
75 State Street
Boston, Massachusetts 02109 1,529,519(4) 5.9%
</TABLE>
- ----------------------
(1) Based on 25,603,512 shares issued and outstanding as of March 31, 1999.
(2) Based solely on information contained in a Schedule 13G dated May 20, 1998
filed with the Commission. Energy Investment Partnership No. 1 is a general
partnership and has shared voting and dispositive power with respect to
2,182,084 shares of Common Stock that are owned by the partnership.
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<PAGE> 13
(3) Based solely on information contained in a Schedule 13G dated January 1,
1999 filed with the Commission. Dimensional Fund Advisors Inc.acts as an
investment advisor and has sole voting and dispositive power with respect
to 1,672,500 shares of Common Stock that are owned by its clients.
(4) Based solely on information contained in a Schedule 13G dated January 1,
1999 filed with the Commission. Wellington Management Company acts as a
financial advisor and has shared voting power with respect to 769,129
shares, and shared dispositive power with respect to 1,529,519 shares of
Common Stock that are owned by its clients.
The following table sets forth certain information with respect to
Common Stock beneficially owned as of March 31, 1999 by each director of the
Company, by each executive officer named in the Summary Compensation Table and
by all directors and officers as a group. Unless otherwise specified, such
persons have sole voting power and sole dispositive power with respect to all
shares attributable to him or her.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL
OWNERSHIP(1) PERCENT OF CLASS
-------------------- ----------------
<S> <C> <C>
Jeffrey Clarke .................................... 649,161 2.5%
Louis F. Crane .................................... 31,000 *
Alan E. Edgar 480,000 1.9%
Larry L. Keller ................................... 103,506 *
Eddie L. LeBlanc, III.............................. 251,000 *
Kenneth H. Lambert ................................ 428,714(2) 1.7%
Douglas R. Martin ................................. 20,000 *
Anne Marie O'Gorman ............................... 242,317 *
R. M. Pearce ...................................... 425,000 1.6%
Jake Taylor ....................................... 71,400 *
All directors and executive officers as
a group (16 persons) ............................ 2,941,896 11.5%
</TABLE>
- --------------------------
* Less than 1%
(1) Includes 579,373, 17,000, 88,334, 250,000, 19,000, 420,000, 17,000, 225,983
and 1,903,034 shares that may be acquired within 60 days upon the exercise
of stock options held by Messrs. Clarke, Crane, Keller, LeBlanc, Martin,
Pearce and Taylor, Ms. O'Gorman and all directors and executive officers as
a group, respectively.
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<PAGE> 14
(2) Mr. Lambert is the beneficial owner of the shares held by Lambert
Management Ltd., Lambert Holdings, Ltd., Edmonton International Industries
Ltd., 372268 Alberta Ltd., 249172 Alberta Ltd. and 297139 Alberta Ltd. The
number of shares shown as beneficially owned by Mr. Lambert include the
shares owned by such entities and also include 48,046 shares that may be
acquired by Mr. Lambert within 60 days upon the exercise of stock options.
Included in Mr. Lambert's total shares are 31,984 which are held by family
members; Mr. Lambert claims no beneficial interest in these shares.
In addition to the foregoing options, Messrs. Crane, Keller, Lambert,
Martin and Taylor, and all executive officers and directors as a group held
options to acquire 1,000, 30,000, 1,000, 1,000, 1,000 and 120,997 shares of
Common Stock, respectively, which options were not exercisable within 60 days.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Under the terms of a Financial Advisory Agreement entered in to between
the Company and Hicks, Muse & Co. Partners, L.P. ("HMCo"), on August 21, 1998,
the Company paid HMCo $1,250,000 as compensation for HMCo's services as a
financial advisor to the Company and its subsidiaries in connection with an
agreement to issue common stock of the Company to HM4 Coho L.P. ("HM4"). John R.
Muse and Lawrence D. Stuart, Jr., are each limited partners in HMCo and limited
partners of a limited partner in HM4, and at the time of the payment to HMCo,
were directors of the Company pursuant to an agreement with EIP. See "Item 10.
Directors and Executive Officers of the Registrant". On March 18, 1999, Messrs,
Muse and Stuart resigned from the board of directors of the Company.
Mr. Frederick Campbell, a director of the Company until the annual
meeting date of May 12, 1998, through a corporation he controls, owns an
approximate 2.5% working interest in certain of the properties in the Laurel
field in which the Company has an interest and owns an approximate 5% working
interest in substantially all of the properties in the Glazier field in which
CRI has an interest.
In May 1990 the Company made a non-interest bearing loan in the amount
of $205,000 to Mr. Jeffrey Clarke, Chairman, President and Chief Executive
Officer of the Company, to assist him in the purchase of a house in Dallas,
Texas. The loan is unsecured and repayable when Mr.
Clarke ceases to be employed by the Company or its subsidiaries.
In October 1997 the Company made non-interest bearing sole recourse
loans to Jeffrey Clarke, Chairman, President and Chief Executive Officer, Anne
Marie O'Gorman, Senior Vice President Corporate Development, Larry Keller, Vice
President Exploitation and Kenneth Lambert, a Director, in the amounts of
$383,064, $84,006, $66,665 and $88,375, respectively, to assist them in the
exercise of expiring options. At the time of the expiration of such options all
of the officers and directors of the Company were subject to a ninety day lock
up agreement with the underwriters of the Company's 1997 equity offering. Under
the terms of this agreement the officers and directors were not able to sell any
shares of the Company and would not have had the funds necessary to purchase the
stock without the loan. In addition to the loan, the Company also provided a
guaranteed price of $10.50 (the price of the Common Stock in the 1997 equity
offering) to be received by Messrs. Clarke, Keller and Lambert and Ms. O'Gorman.
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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 hereunto duly authorized.
COHO ENERGY, INC.
(Registrant)
Date: April 30, 1999 /s/ EDDIE M. LEBLANC, III
-----------------------------------
Eddie M. LeBlanc, III
Senior Vice President and
Chief Financial Officer
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