<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _____________ TO _____________
COMMISSION FILE NUMBER 0-8043
SOUTHERN MINERAL CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 36-2068676
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1201 LOUISIANA, SUITE 3350
HOUSTON, TEXAS 77002-5609
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 658-9444
Securities registered pursuant to Section 12(b) of the Act:
Name of each Exchange
Title of each Class on which Registered
------------------- -------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.01
6.875% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2007
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or 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. [ ]
As of March 16, 2000, 13,014,397 shares of Common Stock were outstanding and the
aggregate market value of these shares at such date (based upon the last
reported sales price on the OTC Bulletin Board of $0.34 per share) held by non-
affiliates of the Registrant was approximately $4.425 million. Determination of
Common Stock ownership by affiliates was made solely for the purpose of
responding to this requirement and the Registrant is not bound by this
determination for any other purpose.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The Company's directors and executive officers and their ages as of
March 16, 2000 are as follows:
<TABLE>
<CAPTION>
DIRECTOR SINCE AGE POSITION
<S> <C> <C> <C>
B. Travis Basham 1995 61 Director
Thomas R. Fuller 1995 52 Director
Robert R. Hillery 1993 72 Director
Howell H. Howard 1960 72 Chairman of the Board of Directors
Michael E. Luttrell N/A 50 Vice President-Finance and Chief Financial Officer
Steven H. Mikel 1995 48 Director, President, Chief Executive Officer and Secretary
Jeffrey B. Robinson 1998 55 Director
Donald H. Wiese, Jr. 1995 58 Director
Spencer L. Youngblood 1995 54 Director
</TABLE>
B. TRAVIS BASHAM has served, since 1988, as a Manager of four Texas general
partnerships operating under the Diverse name and headquartered in San Antonio,
Texas, all of which are engaged in the oil and gas exploitation and production
business (collectively, the "Diverse Partnerships"). SMC Production Company, a
wholly - owned subsidiary of the Company, owns an 18.906% interest in Diverse GP
III ("Diverse") a general partnership. Three of the Company's directors are
managers of Diverse and through various entities own the majority of the
remaining interest in Diverse. Mr. Basham also has served as President of
Venucot, Inc., an oil and gas production and management company, since 1987.
Mr. Basham is a certified public accountant with prior administrative and
financial positions with New London, Inc. (1985-1986), Gulf Energy and
Development Corp. (1976-1983), and Enserch (1959-1976). Mr. Basham received a
B.B.A. in accounting from Southern Methodist University.
THOMAS R. FULLER has been a Manager of the Diverse Partnerships since 1988.
Since 1983, he has served as President of Wyogram Oil Company, which is engaged
in the oil and gas production business. In addition, he has served as President
of Michmatt, Inc. since 1992. He has also served as a vice president of Hillin
Oil Company (1980-1986) and First City National Bank (1974-1980), and a drilling
and reservoir engineer with Exxon Company, U.S.A. (1970-1974). He holds a B.S.
in petroleum engineering from the University of Wyoming, and attended Louisiana
State University's Graduate School of Banking.
ROBERT R. HILLERY has served as President and Chief Executive Officer of The
Links Group, Inc. ("LGI") since 1984. From 1984 until 1992, Mr. Hillery was
Director and President of Gulf Exploration Consultants, Inc. ("GEC"). Both LGI
and GEC are engaged in oil and gas exploration. He also has been a member of
the Board of Trustees of Phillips University since 1982. Mr. Hillery graduated
from Phillips University with a B.A. in geology, mathematics and physics.
HOWELL H. HOWARD has been Trustee of the Ehlco Liquidating Trust since 1986
and was Chairman of the Board of Edward Hines Lumber Company from 1981 until its
liquidation in January 1989. Mr. Howard is a director of Harris Bank. Mr.
Howard has been Chairman of the Board of the Company since July 1981.
MICHAEL E. LUTTRELL joined the Company in 1999 and is the Vice President-
Finance and Chief Financial Officer. Mr. Luttrell has a broad general
management, financial and administrative background with over 25 years of
experience. His experience is in a variety of industries through both public
accounting and managerial roles in privately held firms and publicly traded
entities. From June 1998 to May 1999, Mr. Luttrell was Senior Vice President
and Chief Financial officer of Centas Technical Services, L.L.C., a Houston
based international oil and gas company, and was self employed from 1993 to 1998
focusing most recently on the consolidation of fragmented industries. From 1986
to 1993, Mr. Luttrell was Executive Vice President and Chief Financial Officer
of Geodyne Resources, Inc. which was a publicly traded energy firm, affiliated
with PaineWebber Incorporated. Geodyne formed 29 publicly registered limited
partnerships with total subscriptions of $568 million from 50,000 limited
partners to acquire producing oil and gas properties. In addition, Mr. Luttrell
has held various positions in public accounting firms including KPMG Peat
Marwick and privately held energy firms including oil and gas exploration and
production and contract drilling companies, which included Snyder Exploration
Company and Nicklos Oil and
2
<PAGE>
Gas Company. Mr. Luttrell earned a Bachelor of Business Administration in
Accounting from the University of Texas in 1972 and became a Certified Public
Accountant in the State of Texas in 1974.
STEVEN H. MIKEL has been the Company's President, Chief Executive Officer
and a director since January 1995. He has also been the Company's Secretary
since April 1999. From May 1993 to December 1994, he was an independent
consultant in the oil and gas industry, acting as a financial advisor to small
and medium-sized independent oil and gas companies in their capital formation
activities. Mr. Mikel was a co-founder and served as the Managing Director of
Resource Investors Management Company (RIMCO), an oil and gas investment
management company, from October 1985 to April 1993. He began his career as a
corporate finance attorney in Hartford, Connecticut, and then worked in finance
with Aetna Life and Casualty, where he specialized in natural resource
industries. Mr. Mikel received his B.A. and J.D. degrees from Syracuse
University and his M.B.A. from the University of Connecticut.
JEFFREY B. ROBINSON has served as the President and Chief Executive Officer
of Fremont Exploration, Inc. since April 1999, an Oklahoma-based oil and gas
company. He was the former President and Chief Executive Officer of Centas
Technical Services, L.L.C. from February 1998 through March 1999 and was
President and Chief Executive Officer of Amerac Energy Corporation from July
1994 through January 1998. He was previously with Amax Oil and Gas Inc. Mr.
Robinson joined the Company's Board of Directors in January of 1998 following
the merger of Amerac with and into the Company. Mr. Robinson received a B.S. in
petroleum engineering from Marietta College in Marietta, Ohio.
DONALD H. WIESE, JR. has been, since 1986, a Manager of the Diverse
Partnerships, and since 1981, has been President of Heathery Resources, Inc., an
oil and gas consulting company. He has served as President of DHW Energy, Inc.
since 1994. He was retained by Primary Fuels, Inc. to establish and manage its
oil and gas acquisition program and was responsible for $240,000,000 in
producing property acquisitions from 1981 to 1987. Mr. Wiese was President of
Nord Petroleum Corporation from 1979 to 1981 and Vice-President of American
Express' international oil and gas project financing group from 1976 to 1979.
His technical training includes evaluation and appraisal experience as Vice
President of DeGolyer and MacNaughton (1973-1976), and oil and gas operations
with Texaco, Inc. (1965-1973). Mr. Wiese is a graduate of New Mexico State
University and a Registered Professional Engineer.
SPENCER L. YOUNGBLOOD has been an independent oil and gas investor and
President of Kona, Inc., an oil and gas production company, since 1990. From
1984 to 1990, he was Senior Vice President with Geodyne Resources, Inc., where
he directed more than $200,000,000 in acquisitions. Mr. Youngblood began his
career at Aminoil in 1975 and worked with Gulf Energy and Development Corp. from
1981 to 1984. He earned a B.S. in petroleum engineering from Louisiana State
University and an M.B.A. from Florida Technological University.
Terms of Office
Each of the Company's directors will hold office until the Company's Annual
Meeting of Stockholders or until his successor is duly elected and qualified.
All executive officers of the Company serve at the discretion of the Board of
Directors. The Company's Amended Plan contemplates a reduction in the Board of
Directors from eight members to five - two of which will be chosen by the
current Board of Directors.
Section 16(a) Beneficial Ownership Reporting Compliance.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, officers and persons holding more than ten percent of a registered
class of the Company's equity securities to file with the Securities and
Exchange Commission and any stock exchange or automated quotation system on
which the Common Stock may then be listed or quoted (i) initial reports of
ownership, (ii) reports of changes in ownership and (iii) annual reports of
ownership of Common Stock and other equity securities of the Company. Such
directors, officers and ten percent stockholders are also required to furnish
the Company with copies of all such filed reports.
Based solely upon review of the copies of such reports furnished to the Company
and written representations that no other reports were required during 1999, the
Company believes that all of the Company's executive officers and directors
complied with Section 16(a) reporting requirements during 1999 except as
follows: each of Billy W. Lee and John A. Walker failed to file a Form 5 on a
timely basis with respect to the repricing of options to purchase the Company's
Common Stock.
3
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION.
Director Compensation
The Company reimburses each director for his actual and necessary expenses
reasonably incurred in connection with attending meetings of the Board of
Directors and its committees. In April 1997, the Board of Directors adopted the
1997 Non-Employee Director Compensation Plan ("1997 Plan") which is effective
through May 2002. Under the 1997 Plan, non-employee directors are entitled to
receive 1,000 shares of Common Stock for each Board of Directors meeting
attended, including telephonic meetings. No retainer or other compensation for
serving as a director of the Company was paid during 1999.
Executive Officer Compensation
The following table reflects all forms of compensation for Steven H. Mikel,
John A. Walker, Billy W. Lee and Michael E. Luttrell's services to the Company
paid during the three years ended December 31, 1999:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
----------------------------- ---------------------------------
Awards Payouts
-------------------------------- --------
Securities
Restricted Underlying
Other Annual Stock Options/ LTIP All Other
Name and Principal Year Salary ($) Bonus ($) Compensation ($) Awards ($) SARs (#) Payouts ($) Compensation ($)
- ------------------ ---- --------- -------- ---------------- ---------- ---------- ----------- ----------------
Position
- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Steven H. Mikel 1999 $175,000 -- -- -- -- -- $ 693/(1)/
President, Chief 1998 $175,000 -- -- -- -- -- $ 515/(2)/
Executive Officer 1997 $150,000 $60,000 -- -- 10,000 -- $ 5,265/(2)(3)/
and Secretary
John A. Walker/(9)/ 1999 $104,167 -- -- -- -- -- $ 477/(4)/
Vice President- 1998 $ 90,000 -- -- -- -- -- $ 5,227/(4)(5)/
Exploration 1997 $ 90,000 $24,000 70,000 -- $ 5,227/(4)(5)/
Billy W. Lee/(9)/ 1999 $104,167 -- -- -- -- -- $ 985/(6)/
Vice President- 1998 $125,000 -- -- -- -- $ 187/(7)/
Engineering 1997 $ 45,243 $24,000 -- -- 100,000 --
Michael E. Luttrell/(10)/ 1999 $ 77,083 -- -- -- 100,000 -- $ 796/(8)/
Vice
President-Finance
& CFO
</TABLE>
(1) Includes $693 per year computed in accordance with Internal Revenue Service
guidelines for premiums paid on term life insurance exceeding $50,000 in
coverage. Substantially all employees of the Company are covered by term
life insurance policies.
(2) Includes $515 per year computed in accordance with Internal Revenue Service
guidelines for premiums paid on term life insurance exceeding $50,000 in
coverage. Substantially all employees of the Company are covered by term
life insurance policies.
4
<PAGE>
(3) Includes $4,750 contributed by the Company to each officer's account in the
Company's Simplified Employee Pension Plan in which substantially all of
the Company's employees are eligible to participate.
(4) Includes $477 per year computed in accordance with Internal Revenue Service
guidelines for premiums paid on term life insurance exceeding $50,000 in
coverage. Substantially all employees of the Company are covered by term
life insurance policies.
(5) Includes $4,750 contributed by the Company for Mr. Walker's account in the
Company's Simplified Employee Pension Plan in which substantially all of
the Company's employees are eligible to participate.
(6) Includes $985 for 1998 computed in accordance with Internal Revenue Service
guidelines for premiums paid on term life insurance exceeding $50,000 in
coverage. Substantially all employees of the Company are covered by term
life insurance policies.
(7) Includes $187 contributed by the Company for Mr. Lee's account in the
Company's Simplified Employee Pension Plan in which substantially all of
the Company's employees are eligible to participate.
(8) Includes $796 per year computed in accordance with Internal Revenue Service
guidelines for premiums paid on term life insurance exceeding $50,000 in
coverage. Substantially all employees of the Company are covered by term
life insurance policies.
(9) Mr. Walker and Mr. Lee's employment was terminated August 30, 1999.
(10) Mr. Luttrell has been employed by the Company since June 1, 1999.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Number of Securities Percent of Total
Underlying Options/SARs Exercise or Grant Date
Options/SARs Granted to Base Price Expiration Present
Name Granted Employees in 1999 ($/Share) Date/(1)/ Value ($)/(2)/
- --------- ---------------------- ------------------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
Michael E. Luttrell 100,000 81.6% $.50 05/31/04 $19,000
</TABLE>
(1) The options become exercisable as to one-third of the shares after the
expiration of one year from the date of grant, as to two-thirds after the
expiration of two years and in full after the expiration of three years
from the date of grant. Options are granted for a term of five years,
subject to termination 90 days following termination of employment. Each
option vests in full upon death, disability, normal retirement or a change
of control of the Company.
(2) The dollar amounts represent the value calculated using the Black-Scholes
option pricing model and using June 1, 1999, the date on which such options
were granted, as the applicable grant date. The actual value, if any,
realized will depend on the excess of the stock price over the exercise
price at the date the option is exercised. The estimated values under that
model are based on assumptions that include (i) a stock price volatility of
66%, (ii) a discount rate of 5.63% and (iii) a dividend yield of 0%. The
Company's use of the Black-Scholes model to indicate the present value of
each grant is not an endorsement of this valuation.
5
<PAGE>
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR REPRICINGS
FOR THE TEN YEAR PERIOD ENDING
DECEMBER 31, 1999
Length of
original
Number of Market price option term
Securities of stock at Excise price remaining
Underlying time of at New at date of
options/SARs repricing or time of exercise repricing
Repriced or amendment repricing of price or
Name Date Amended (#) ($) amendment ($) amendment
-------------------- ------- ---------------- -------------- ---------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Billy W. Lee 08/31/99 50,000 $ 0.28 $1.00 $0.28 34 months
50,000 $ 0.28 $1.00 $0.28 38.5 months
12/21/98 50,000 $0.625 $5.00 $1.00 42 months
50,000 $0.625 $6.75 $1.00 42 months
John A. Walker 08/31/99 50,000 $ 0.28 $1.00 $0.28 38.5 months
20,000 $ 0.28 $1.00 $0.28 30 months
50,000 $ 0.28 $1.00 $0.28 20.5 months
12/21/98 50,000 $0.625 $6.75 $1.00 46.5 months
20,000 $0.625 $5.00 $1.00 38 months
50,000 $0.625 $3.00 $1.00 28.5 months
</TABLE>
The options for the above referenced named Executive Officers that were
repriced in 1999 as part of a severance arrangement approved by the Board of
Directors on August 31, 1999. On that date, all options held by the above
referenced named Executive Officers were repriced to reduce the exercise price
to $0.28 per share. As of that date, the Company's common stock was trading at
$0.28 per share. The Board of Directors, on December 21, 1998, had previously
reduced the exercise price to $1.00 per share for all employees other than the
President and Chief Executive Officer of the Company as of that date. The market
price of the Company's common stock was $0.625 per share on December 21, 1998.
The options were repriced to provide greater motivation to the employees that
had remained with the Company. The Board of Directors believed that the
substantial decline in the price of the Company's common stock was the result of
many factors that were not related to the performance of the employees.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND OPTION/SAR VALUE AT DECEMBER 31, 1999
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised In-the-
Unexercised Options/SARs Money Options/SARs at
Shares at December 31, 1999 December 31, 1999/(1)/
Acquired Value ---------------------- ----------------------
Name On Realized Exercisable Unexercisable Exercisable Unexercisable
----- ----------- -------- ----------- ------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Steven H. Mikel 0 $0 460,000 0 $0 $0
Billy W. Lee 0 $0 100,000 0 $0 $0
John A. Walker 0 $0 120,000 0 $0 $0
Michael E. Luttrell 0 $0 0 100,000 $0 $0
</TABLE>
(1) Based upon the last sales price of $0.1875 per share on December 31, 1999,
as reported in the consolidated reporting system for OTC Bulletin Board.
Simplified Employee Pension Plan
In 1995, the Company adopted a Simplified Employee Pension Plan ("SEP"). The
SEP allows employees to defer part of their salary. Employer contributions are
optional, and the Company will determine annually whether it will contribute and
at what level. The maximum amount that can be contributed annually per
6
<PAGE>
SEP plan participant, particularly from a combination of salary deferrals plus
Company optional contributions, is $22,500. The Company's contributions amounted
to $33,784 and was 90% of the amount contributed by each of the participants in
the plan during 1997.
Compensation Committee
The Compensation Committee reviews and recommends to the Board of Directors
compensation and benefits of all officers of the Company and reviews general
policy relating to compensation and benefits of employees of the Company. The
Compensation Committee also administers the issuance of stock options. The
following persons served on the Compensation Committee of the Company's Board of
Directors during the fiscal year ended December 31, 1999: Howell H. Howard, E.
Ralph Hines, Jr. and James E. Nielson. The Compensation Committee did not meet
during 1999, these duties were carried out by the Board of Directors.
Employment Contracts and Change in Control Arrangements
Pursuant to a severance plan established by resolution of the Board of
Directors effective October 1999, Messrs. Mikel and Luttrell are entitled to one
and one-half year's salary, in a lump sum, upon termination prior to June 1,
2001 without cause or resulting from a change of control. Pursuant to this
severance plan, in the event of termination, Messrs. Mikel and Luttrell would
be entitled to receive payments of $262,500 and $225,000, respectively.
In August 1999, the Company entered into a severance agreements with Messrs.
Walker and Lee, formerly Vice Presidents of the Company. In connection with the
termination of their employment pursuant to such severance agreements, each were
entitled to salary continuation and benefits through November 1999. The total
amount of each salary continuation was $31,250 of which $20,833 was paid in
1999.
Stock Performance
The following compares the performance of the Company's Common Stock to the
Standard & Poor's 500 Stock Index ("S&P 500 Index") and to the Standard & Poor's
Domestic Oil Index ("S&P Domestic Oil Index"). The table assumes that the amount
of investment was $100 on December 31, 1994 and that any dividends were
reinvested.
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
-------- -------- -------- -------- -------- --------
Southern Mineral Corp. $100.00 223.88 876.87 820.90 107.28 27.99
S&P 500 Index 100.00 137.58 169.17 225.60 290.08 351.12
S&P Domestic Oil Index 100.00 113.85 143.98 171.31 139.08 172.69
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of March 16, 2000, the number of shares
of the Company's Common Stock owned by each director and director nominee of the
Company, executive officer named in the Summary Compensation Table above, and
all of the Company's directors and executive officers as a group. Based on
publicly-available filings with the Securities and Exchange Commission, the
Company knows of no person or entity, other than those listed below, who is the
holder of more than five percent of its voting securities. Unless otherwise
indicated, each holder has sole voting and investment power with respect to the
shares of Common Stock owned by such holder, and is a United States citizen.
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Name and Address of Beneficial Owner Beneficial Ownership Class
- ------------------------------------ --------------------- -----------
<S> <C> <C>
B. Travis Basham..................................... 533,807/(1)/ 4.1%
Thomas R. Fuller..................................... 536,807/(2)/ 4.1%
Robert R. Hillery.................................... 84,828/(3)/ *
Howell H. Howard..................................... 490,417/(4)/ 3.8%
Billy W. Lee......................................... 100,000/(5)/ *
Michael E. Luttrell.................................. 18,000 *
Steven H. Mikel...................................... 647,421/(6)/ 5.0%
Jeffrey B. Robinson.................................. 103,497/(7)/ *
John A. Walker....................................... 126,960/(8)/ *
Donald H. Wiese, Jr.................................. 531,307/(9))/ 4.1%
Spencer L. Youngblood................................ 528,807/(10)/ 4.1%
All Directors and Officers as a group (11 persons)... 3,596,182 27.6%
</TABLE>
* Less than one percent of outstanding Common Stock.
(1) Includes 376,985 shares held by Venucot, Inc., a corporation controlled by
Mr. Basham, and 7,924 and 69,576 shares issuable upon exercise of presently
exercisable options held by Mr. Basham and Venucot, Inc., respectively.
(2) Includes 376,985 shares held by Michmatt, Inc., a corporation controlled by
Mr. Fuller, and 7,924 and 69,576 shares issuable upon exercise of presently
exercisable options held by Mr. Fuller and Michmatt, Inc., respectively.
7
<PAGE>
(3) Includes 43,878 shares issuable upon exercise of a presently exercisable
option, and 6,054 shares issuable upon conversion of $50,000 of the
Company's 6.875% Convertible Subordinated Debentures ("Convertible
Debentures") at a conversion rate of 121.07 shares of Common Stock per
$1,000 of Convertible Debentures (the "Convertible Rate").
(4) Includes 363,633 shares held in trusts of which Mr. Howard or his wife
serves as a co-trustee and shares voting and dispositive power, and 26,488
shares owned directly by Mr. Howard's wife.
(5) Includes 100,000 shares issuable upon exercise of presently exercisable
options.
(6) Includes 460,000 shares issuable upon exercise of presently exercisable
options, and 2,421 shares issuable upon conversion of $20,000 of
Convertible Debentures at the Conversion Rate, which Convertible Debentures
are held in trusts of which Mr. Mikel is trustee and possesses voting and
dispositive power.
(7) Includes 1,276 shares indirectly held by Mr. Robinson's children.
(8) Includes 120,000 shares issuable upon exercise of presently exercisable
options and 484 shares issuable upon conversion of $4,000 of Convertible
Debentures at the Conversion Rate.
(9) Includes 369,485 shares held by DHW Energy, Inc., a corporation controlled
by Mr. Wiese, and 7,924 and 69,576 shares issuable upon exercise of
presently exercisable options held by Mr. Wiese and DHW Energy, Inc.,
respectively.
(10) Includes 376,985 shares held by Kona, Inc., a corporation controlled by Mr.
Youngblood, and 7,924 and 69,576 shares issuable upon exercise of presently
exercisable options held by Mr. Youngblood and Kona, Inc., respectively.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
SMC Production Company, a wholly - owned subsidiary of the Company, owns an
18.906% interest in Diverse GP III ("Diverse"), a general partnership. Three of
the Company's directors are managers of Diverse and through various entities own
the majority of the remaining interest in Diverse.
In September 1995, the Company entered into the Southern Links Group Joint
Venture ("Southern Links") to acquire, develop and market exploration prospects.
The Company's joint venture partner is LGI, a company that is controlled by
Robert Hillery, a director of the Company. The Company agreed to fund the third
party costs of Southern Links. Any proceeds from the sale of prospects or oil
and gas from such prospects is distributed 100% to the Company until it receives
an amount equal to the return of its invested capital, after which time all such
proceeds and property interests, if any, are to be distributed 75% to the
Company and 25% to LGI. In December 1998, the Company made the determination to
discontinue further evaluation of certain non-producing State of Texas offshore
leases which were held within the Southern Links Venture. Such leases were
scheduled to expire in January 1999 unless additional rental payments were made.
Pursuant to the Joint Venture agreement, the Company assigned six State of Texas
leases to LGI for nominal cash consideration and retention of an overriding
royalty interest of 1% of 8/8th in and to the leases.
In January 1998, the Company consummated the transactions contemplated by an
Amended and Restated Agreement and Plan of Merger ("Merger Agreement") executed
November 17, 1997 by and among Amerac Energy Corporation ("Amerac"), SMC
Acquisition Corp., a Delaware Corporation, and the Company. Pursuant to the
Merger Agreement, the Company acquired all of Amerac's outstanding capital stock
in consideration for issuing to Amerac's stockholders (including Mr. Robinson)
the right to receive 3,333,333 shares of the Company's Common Stock. Subsequent
to the acquisition, a number of non-strategic Amerac properties were sold and
the remainder became a part of the Company's U.S. oil and gas asset base.
Pursuant to the Merger Agreement, Mr. Robinson became a director of the Company.
8
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, hereunto duly authorized.
SOUTHERN MINERAL CORPORATION
Date: April 27, 2000 BY: /s/ STEVEN H. MIKEL
--------------------------------
Steven H. Mikel
President and Chief Executive Officer
Pursuant with the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities and on the dates indicated.
/s/ B. TRAVIS BASHAM Director April 27, 2000
- ------------------------------
B. Travis Basham
/s/ THOMAS R. FULLER Director April 27, 2000
- ------------------------------
Thomas R. Fuller
/s/ ROBERT R. HILLERY Director April 27, 2000
- ------------------------------
Robert R. Hillery
/s/ HOWELL H. HOWARD Director and Chairman April 27, 2000
- ------------------------------ of the Board of Directors
Howell H. Howard
/s/ MICHAEL E. LUTTRELL Vice President-Finance and April 27, 2000
- ------------------------------ Chief Financial Officer
Michael E. Luttrell
/s/ STEVEN H. MIKEL Director, President, April 27, 2000
- ----------------------------- Chief Executive Officer and
Steven H. Mikel Secretary
/s/ JEFFREY B. ROBINSON Director April 27, 2000
- ------------------------------
Jeffrey B. Robinson
/s/ DONALD H. WIESE, JR. Director April 27, 2000
- ------------------------------
Donald H. Wiese, Jr.
/s/ SPENCER L. YOUNGBLOOD Director April 27, 2000
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Spencer L. Youngblood
9
