-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MWKXqD6bq1IwFqOZmHtM/3/Ie8UxTeaQiW1BAGYcblvWXZNtcFkcXYev1Mxjh2nb xC6lwyRSnaJa6vIGBwPT1A== 0001031523-04-000006.txt : 20041015 0001031523-04-000006.hdr.sgml : 20041015 20041014184950 ACCESSION NUMBER: 0001031523-04-000006 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041015 DATE AS OF CHANGE: 20041014 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIMPLOT J R CENTRAL INDEX KEY: 0000947911 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 999 MAIN ST CITY: BOISE STATE: IA ZIP: 83702 BUSINESS PHONE: 2083362110 MAIL ADDRESS: STREET 1: 999 MAIN ST CITY: BOISE STATE: IA ZIP: 83702 FORMER COMPANY: FORMER CONFORMED NAME: SIMPLOT J R ET AL DATE OF NAME CHANGE: 19950712 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REMINGTON OIL & GAS CORP CENTRAL INDEX KEY: 0000874992 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752369148 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46185 FILM NUMBER: 041079688 BUSINESS ADDRESS: STREET 1: 8201 PRESTON RD STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2148908000 MAIL ADDRESS: STREET 1: 8201 PRESTON RD STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75225-6211 FORMER COMPANY: FORMER CONFORMED NAME: BOX ENERGY CORP DATE OF NAME CHANGE: 19930328 SC 13D/A 1 remthirteendfinal.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 to SCHEDULE 13D Under the Securities Exchange Act of 1934 REMINGTON OIL & GAS CORPORATION --------------------------------------------- (Name of Issuer) Common Stock ($.01 par value) ---------------------------------------- (Title of Class of Securities) 759594302 ------------------ (CUSIP Number) Nicholas G. Miller Hawley Troxell Ennis & Hawley LLP P.O. Box 1617 Boise, Idaho 83701 Telephone: (208) 344-6000 ------------------------------------ (Names, addresses and telephone numbers of persons authorized to receive notices and communications) September 1, 2004 ------------------------ (Date of event which requires filing of this Statement) Page 1 of 10 If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ] 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) J.R. Simplot/J.R. Simplot Self-Declaration of Revocable Trust; ###-##-#### 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) X (b) 3) SEC Use Only 4) Source of Funds 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization US Number of 7) Sole Voting Power 0 Shares Beneficially 8) Shared Voting Power 886,333 Owned by Each 9) Sole Dispositive Power 0 Reporting Person With: 10) Shared Dispositive Power 886,333 11) Aggregate Amount Beneficially Owned by Each Reporting Person 886,333 shares 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13) Percent of Class Represented by Amount in Row (11) 3.2% Page 2 of 10 14) Type of Reporting Person IN 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only). JRS Properties III L.P., EIN: 82-0514634 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) X (b) 3) SEC Use Only 4) Source of Funds 00 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization US Number of 7) Sole Voting Power 4,592,595 Shares Beneficially 8) Shared Voting Power 0 Owned by Each 9) Sole Dispositive Power 4,592,595 Reporting Person With: 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,592,595 shares 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13) Percent of Class Represented by Amount in Row (11) 16.7% Page 3 of 10 14) Type of Reporting Person PN ***** 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) ***** This Amendment No. 4 amends the Schedule 13D originally filed on September 2, 1997 (the "Schedule 13D"), as previously amended by Amendment No. 1 to the Schedule 13D filed on December 28, 1998, Amendment No. 2 to the Schedule 13D filed on January 2, 2002, and Amendment No. 3 to the Schedule 13D filed January 21, 2003 ("Amendment No. 3"). The Schedule 13D relates to the Common Stock, par value $.01 per share (the "Common Stock") of Remington Oil & Gas Corporation, a Delaware corporation (the "Issuer"). The purpose of this Amendment No. 4 is to report (i) gifts of Common Stock by JRS Properties L.P. ("JRS Properties") to the J.R. Simplot Foundation, Inc. (the "Foundation") and (ii) the consolidation, without a change in pecuniary ownership, of JRS Properties and JRS Properties III L.P. ("JRS Properties III") and their respective general partners through which Mr. Simplot and the Trust hold the Common Stock, and (iii) certain changes in management of JRS Management L.L.C. ("JRS Management") that affect beneficial ownership as defined in Rule 13d-3(a). Except as expressly set forth in this Amendment No. 4, the Schedule 13D (as previously amended)remains in effect. Item 1. Security and Issuer. The class of securities to which this Schedule 13D relates is the Common Stock of the Issuer. Item 2. Identity and Background. This Amendment No. 4 is being filed on behalf of the following Reporting Persons: 1) The J.R. Simplot Self-Declaration of Revocable Trust dated December 21, 1989 (the "Trust") and J.R. Simplot ("Mr. Simplot"). Mr. Simplot shares voting and dispositive power for the 885,333 shares of Common Stock held by the Foundation, an Idaho nonprofit corporation of which Mr. Simplot is a director. Its principal office is located at 999 Main Street, Boise, Idaho, 83702. The directors and executive officers of the Foundation, their principal occupations and their business addresses are as follows: Page 4 of 10 Name Principal Occupation Business Address J.R. Simplot Chairman Emeritus 999 Main Street Boise, Idaho 83702 John Edward Director/J.R. Simplot Company 999 Main Street ("Ted") Simplot Boise, Idaho 83702 Scott R. Simplot Chairman/J.R. Simplot Company 999 Main Street Boise, Idaho 83702 Don J. Simplot Director/J.R. Simplot Company 999 Main Street Boise, Idaho 83702 Gay Simplot Director/J.R. Simplot Company 999 Main Street Boise, Idaho 83702 During the last five years, none of the Directors has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 2) JRS Properties III. The Trust holds approximately 88% of the limited partnership interest in JRS Properties III. The general partner of JRS Properties III is JRS Management. Effective September 1, 2004, the managers of JRS Management, and their identity and background information, are as follows: Page 5 of 10 Name Principal Occupation Business Address Scott R. Chairman/J.R. Simplot Company 999 Main Street Simplot Boise, Idaho 83702 Stephen Retired President, J.R. Simplot 999 Main Street Beebe Company Boise, Idaho 83702 During the last five years, neither of the above managers of JRS Management has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Both of the managers are U.S. citizens. JRS Management is controlled by its members through the power to elect the managers. The members of JRS Management and their identity and background information are as follows: a) The Trust; b) JRS Properties III (interest will be eliminated in consolidation); and c) J.R. Simplot Company, a Nevada corporation. The J.R. Simplot Company is a privately held, diversified agri-business and natural resources company with its principal place of business located at 999 Main Street, Boise, Idaho. The J.R. Simplot Company is owned by descendants of Mr. Simplot. The directors and executive officers of the J.R. Simplot Company are as follows: Page 6 of 10 A. Directors Name Principal Occupation Business Address Scott R. Simplot Chairman, J.R. Simplot Company 999 Main Street Boise, Idaho 83702 A. Dale Dunn Retired 999 Main Street Boise, Idaho 83702 Don J. Simplot Director/J.R. Simplot Company 999 Main Street Boise, Idaho 83702 Gay C. Simplot Director/J.R. Simplot Company 999 Main Street Boise, Idaho 83702 Stephen A. Beebe Retired 999 Main Street Boise, Idaho 83702 John Edward Simplot Director/J.R. Simplot Company 999 Main Street Boise, Idaho 83702 Joseph W. Marshall Retired 999 Main Street Boise, Idaho 83702 Richard M. Business Executive 999 Main Street Hormaechea Boise, Idaho 83702 Lawrence S. Hlobik President & CEO, J.R. Simplot 999 Main Street Company Boise, Idaho 83702 Debbie S. McDonald Director/J.R. Simplot Company 999 Main Street Boise, Idaho 83702 Robert J. Lane Retired 999 Main Street Boise, Idaho 83702 Page 7 of 10 B. Executive Officers Lawrence S. Hlobik President & CEO, J.R. Simplot 999 Main Street Company Boise, Idaho 83702 Annette G. Elg Sr. Vice President and Chief Financial 999 Main Street Officer, J.R. Simplot Company Boise, Idaho 83702 William J. Whitacre Sr. Vice President/J.R. Simplot 418 S. 9th Street, Company Ste. 308, Boise, Idaho 83702 Terry T. Uhling Sr. Vice President and Secretary, J.R. 999 Main Street Simplot Company Boise, Idaho 83702 Thomas J. Sorge Vice President and Treasurer, J.R. 999 Main Street Simplot Company Boise, Idaho 83702 During the last five years, none of the above officers and directors of J.R. Simplot Company has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. n/a Item 4. Purpose of the Transaction. n/a Item 5. Interest in Securities of the Issuer. (a) As disclosed in Amendment No. 3 to the Schedule 13D, JRS Properties owned and had voting and investment power with respect to 2,722,900 Shares of Common Stock. Subsequently, JRS Properties sold Common Stock aggregating 30,000 shares, as reported in Form 4 filed February 13, 2003, and JRS Properties transferred by gift 52,000 shares to the Foundation, as reported in Form 4 filed December 29, 2003. On September 1, 2004, JRS Properties transferred by gift to the Foundation 833,333 shares of Common Stock. Subsequent to these sales and gifts, JRS Properties owned voting and investment power with respect to 1,807,567 shares of Common Stock, including 950,000 shares subject to certain previously-reported variable share forward sale contracts. Page 8 of 10 On September 1, 2004, after the gift reported in this Item 5(a), JRS Properties merged into JRS Properties III, with JRS Properties III remaining as the surviving entity (the "Merger"). As a result of the Merger, all 1,807,567 shares of Common Stock owned by JRS Properties became owned by JRS Properties III. Adding these shares to the 2,785,028 shares already owned by JRS Properties III results in JRS Properties III owning 4,592,595 shares of Common Stock. Concurrently with the Merger, the surviving general partner of the two limited partnerships was JRS Management. JRS Management is now the general partner of JRS Properties III. On September 1, 2004, JRS Management filed an amendment to its articles of organization with the Idaho Secretary of State pursuant to which the managers described above in Item 2 became the managers. As a result of these transactions: (1) JRS Properties III beneficially owns and has voting and investment power with respect to 4,592,595 shares of Common Stock, representing 16.7% of the outstanding Common Stock. (2) Mr. Simplot shares with Mrs. Simplot voting and investment power with respect to 1000 shares of Common Stock, representing .0036% of the outstanding Common Stock. (3) Mr. Simplot shares with the other directors of the Foundation voting and investment power with respect to the 885,333 shares of Common Stock held by the Foundation, representing 3.2% of the outstanding Common Stock. (b)(c) See Item 5(a). (d - e) n/a Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of Issuer. n/a Item 7. Material to be filed as Exhibits. n/a Page 9 of 10 After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify the information set forth in this statement is true, complete and correct. The J.R. Simplot Self-Declaration of Revocable Trust Date: October 13, 2004 By /s/ J.R. Simplot, Trustee --------------------------------- J.R. Simplot, Trustee By /s/ Ronald Graves --------------------------------- Ronald N. Graves, Attorney-in-Fact Date: October 13, 2004 /s/ J.R. Simplot ------------------------------------- J.R. Simplot By /s/ Ronald Graves --------------------------------- Ronald N. Graves, Attorney-in-Fact JRS Properties III L.P., an Idaho Limited Partnership, by its Sole General Partner JRS Management L.L.C. an Idaho Limited Liability Company By /s/ Stephen A. Beebe --------------------------------- Stephen A. Beebe, Manager Date: October 13, 2004 By /s/ Scott R. Simplot --------------------------------- Scott R. Simplot, Manager Page 10 of 10 -----END PRIVACY-ENHANCED MESSAGE-----