-----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, UBVP8PRj9xcrUzNUzHDV42YBww7vbist+4ureBl4nTVAzbbp7VmSH1iEsOo3LtFU 0nwP2utbSJjSzMu7mAlvVA== 0000914760-02-000065.txt : 20020430 0000914760-02-000065.hdr.sgml : 20020430 ACCESSION NUMBER: 0000914760-02-000065 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAYNARD OIL CO CENTRAL INDEX KEY: 0000063528 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 751362284 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-05704 FILM NUMBER: 02624266 BUSINESS ADDRESS: STREET 1: 8080 N CENTRAL EXPWY STE 660 CITY: DALLAS STATE: TX ZIP: 75206 BUSINESS PHONE: 2148918880 MAIL ADDRESS: STREET 1: 8080 N CENTRAL EXPWY STE 660 CITY: DALLAS STATE: TX ZIP: 75206 FORMER COMPANY: FORMER CONFORMED NAME: HOMA OIL & GAS CO DATE OF NAME CHANGE: 19710902 10-K/A 1 m3225710ka1.txt AMENDMENT NO. 1 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, 2001 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 0-5704 ------------------ ------------------- ------ MAYNARD OIL COMPANY - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 75-1362284 - --------------------------------------------------- ------------------- (State of other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 8080 N. Central Expressway, Suite 660, Dallas, TX 75206 - --------------------------------------------------- ------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (214) 891-8880 -------------- Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: Common Stock - $.10 Par Value ------------------------------------------------ (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, 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 the registrant's knowledge, in any amendment to this Form 10-K. [ x ] The number of shares outstanding of the Registrant's $.10 par value common stock as of April 15, 2002 was 4,880,368 shares. Pursuant to this Form 10-K(A), the registrant provides Part III of Form 10-K for 2001. Besides this addition of Part III information, no other changes have been made to the Form 10-K for 2001. Part III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF MAYNARD OIL COMPANY Information about each director of the Company follows: Position with Company, Business Names Age Experience and other Directorships ----- --- ---------------------------------- Ralph E. Graham 82 Director of the Company since 1993. Independent oil and gas producer. James G. Maynard 76 Chief Executive Officer and Chairman of the Board of the Company since its incorporation in 1971. Robert B. McDermott 74 Director of the Company since 1971. Business Consultant. Fred L. Oliver 78 Director of the Company since 2001. Independent consulting geologist and engineer. Certain information concerning the executive officers of the Company is set forth below: EXECUTIVE OFFICERS OF THE REGISTRANT Name Position Age Since ---- -------- --- ----- James G. Maynard Chairman of the Board, 76 1971 Chief Executive Officer and Treasurer Glenn R. Moore President and Chief 64 1982 Operating Officer L. Brent Carruth Executive Vice President 68 1984 of Operations Kenneth W. Hatcher Executive Vice President 58 1983 of Finance Linda K. Burgess Vice President of 53 1984 Accounting and Corporate Secretary Cassondra Foster Vice President of Land 59 1999 Jerry G. Keen Vice President of 53 1999 Engineering Mr. Maynard has been a director since 1971 and engaged in oil and gas exploration as an independent operator and private investor for the past 40 years. Mr. Moore has over 35 years experience in domestic and foreign oil and gas exploration and production. Prior to joining the Company in November, 1982, Mr. Moore served as President of Shannon Oil and Gas, Inc. and Hanover Petroleum Corporation. Mr. Carruth has over 35 years of petroleum engineering experience. Prior to joining the Company in January, 1984, he served for one year as Vice President of Operations of Cordova Resources. Preceding that, Mr. Carruth was a petroleum consultant for three years and served as Manager of Engineering of Texas Pacific Oil Company for eight years. Mr. Hatcher has over 35 years of finance and accounting experience in the oil and gas industry and is a Certified Public Accountant. Prior to joining the Company in February, 1983, Mr. Hatcher served as Controller and Vice President of Finance of Shannon Oil and Gas, Inc. for three years and as Controller and Vice President of Hanover Petroleum Corporation for four years. Ms. Burgess has in excess of 30 years of oil and gas accounting experience. Prior to joining the Company in May, 1984, Ms. Burgess served as Controller for Trans-Western Exploration Inc. for four years and as Controller for Energy Resources Oil and Gas for three years. Ms. Foster has over 30 years of petroleum land management experience, joining Maynard Oil Company's Land Department in 1974. Prior to that Ms. Foster was a Title Analyst for Texas Oil & Gas. Mr. Keen has over 30 years of petroleum engineering experience and has been employed by Maynard Oil Company since 1984. ITEM 11. EXECUTIVE COMPENSATION The table below sets forth certain information concerning the annual and long-term compensation for services in all capacities to the Company for the three years ended December 31, 2001, of those persons who were, at December 31, 2001 (i) the chief executive officer, and (ii) its four other most highly compensated executive officers ("named executive officers"). SUMMARY COMPENSATION TABLE
Annual Compensation(1) ----------------------------------------------------- Name and Principal Fiscal All Other Position Year Salary(2) Bonus(3) Compensation(4) - ---------------------- ---- -------- -------- --------------- James G. Maynard 2001 $115,500 -0- $11,550 (5) Chairman of the Board, 2000 114,231 -0- 11,424 Chief Executive 1999 106,515 -0- 10,652 Officer and Treasurer Glenn R. Moore 2001 197,996 9,923 17,000 (6) President 2000 186,923 9,450 473,310 1999 173,892 -0- 16,000 L. B. Carruth 2001 161,870 8,153 17,000 (7) Executive Vice President 2000 153,592 7,765 252,250 of Operations 1999 146,785 7,395 14,678 Kenneth W. Hatcher 2001 152,096 7,602 16,694 (8) Executive Vice President 2000 142,308 7,240 228,365 of Finance 1999 132,904 6,700 13,290 Jerry G. Keen 2001 127,416 6,202 244,265 (9) Vice President of 2000 116,827 5,906 12,246 Engineering 1999 111,653 5,625 11,166 (1) The Company does not maintain a "long term incentive plan" as that term is defined in the applicable rules. (2) Includes amounts deferred under the Company's Thrift Investment Plan. (3) Includes bonus awards earned for performance in the fiscal year even though such amounts could be payable in subsequent years. (4) Totals shown consist of the Company's contributions to (i) the Stock Participation Plan as enumerated in the table below, (ii) the Retirement Plan in the amount of 5% of annual salary for 1999, 2000 and 2001, unless otherwise specified below and (iii) the Thrift Investment Plan for the remainder. (5) During 2001, $5,775 was accrued in the Retirement Plan and $5,775 in the Thrift Investment Plan on behalf of Mr. Maynard. (6) During 2001, $8,500 was accrued in the Retirement Plan and $8,500 in the Thrift Investment Plan on behalf of Mr. Moore. (7) During 2001, $8,500 was accrued in the Retirement Plan and $8,500 in the Thrift Investment Plan on behalf of Mr. Carruth. (8) During 2001, $8,347 was accrued in the Retirement Plan and $8,347 in the Thrift Investment Plan on behalf of Mr. Hatcher. (9) During 2001, $6,976 was accrued in the Retirement Plan and $6,976 in the Thrift Investment Plan on behalf of Mr. Keen.
The table below summarizes the cash amount received by each named executive officer for his stock participation units exercised during the year ended December 31, 2001. Aggregated Stock Participation (SPAR) Exercises in 2001 Number of Securities Value of Underlying Exercised SPARs SPARs in the year ended Exercised during 12/31/01 Exercised/Remaining year ended 12/31/01 ---------------------------- ------------------- Maynard -0- $-0- Moore -0- -0- Carruth -0- -0- Hatcher -0- -0- Burgess -0- -0- Keen 11,000/0 230,313 There were no awards of stock participation units to any employee in 2001, nor are there any remaining unexercised SPARs due "named executive officers." ITEM 12. SECURITIES BENEFICIALLY OWNED BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT The table below sets forth each stockholder who, based on public filings, is known to the Company to be the beneficial owner of more than 5% of the Common Stock of the Company as of April 15, 2002. On April 15, 2002, 4,880,368 shares of the Company's Common Stock were issued and outstanding. Name of Beneficial Owner Number of Shares(1) Percent of Class ------------------------ ------------------- ---------------- James G. Maynard 2,756,596(2) 56.48 9933 Lawler Avenue Suite 344 Skokie, IL 60077 Franklin Resources, Inc. (3) 465,000 9.53 777 Mariners Island Blvd. San Mateo, CA 94404 Dimensional Fund Advisors Inc. (4) 394,000 8.07 1299 Ocean Avenue 11th Floor Santa Monica, CA 90401 FMR Corp. (5) 488,000 10.00 82 Devonshire Street Boston, MA 02109 Robert B. McDermott 5,000 0.10 Ralph E. Graham 2,200 0.05 Fred L. Oliver 2,000 0.04 Glenn R. Moore -- -- L. Brent Carruth -- -- Kenneth W. Hatcher -- -- Jerry G. Keen -- -- All directors and executive officers as a group (10 persons) 2,765,796 56.67 (1) In accordance with regulations of the Securities and Exchange Commission, stock ownership reflects shares with respect to which the director, nominee, principal stockholder or executive officer has voting power or investment power, or has a right to acquire such power. Each director, nominee, principal stockholder or executive officer has both sole voting power and sole investment power with respect to the shares set forth in the table. Beneficial ownership is disclaimed by each director, nominee, principal stockholder or executive officer of shares listed of which he or it would not, but for Rule 13d-3 under the Securities Exchange Act of 1934, be deemed to be the beneficial owner. (2) Includes 300,000 shares held of record by a corporation controlled by Mr. Maynard; 10,000 shares held of record by Joan B. Maynard, spouse of James G. Maynard, as trustee of a trust for her benefit; and 2,446,596 shares held of record by Mr. Maynard, as trustee of a trust for his benefit. (3) According to a Form 13G dated February 2, 2001 filed with the Securities and Exchange Commission, these shares are beneficially owned by one or more open or closed-end investment companies or other managed accounts which are advised by direct and indirect investment advisory subsidiaries (the "Adviser Subsidiaries") of Franklin Resources, Inc. ("FRI"). Such advisory contracts grant to such Adviser Subsidiaries all investment and/or voting power over the securities owned by such advisory clients, and therefore, the Adviser Subsidiaries may be deemed to be the beneficial owner of the shares listed above. Additionally, Charles B. Johnson and Rupert H. Johnson, Jr. each own in excess of 10% of the outstanding Common Stock of FRI and are the principal shareholders of FRI and may be deemed to be the beneficial owner of shares held by persons and entities advised by FRI subsidiaries. (4) According to a Form 13G dated January 30, 2002 filed with the Securities and Exchange Commission, Dimensional Fund Advisers, Inc. ("Dimensional"), a registered investment adviser, furnishes investment advice to four investment companies and serves as investment manager to certain other investment vehicles, including commingled group trusts and separate accounts(these investment companies, trusts, and accounts are the "Funds"). In its role as investment adviser or manager, Dimensional possesses both voting and/or investment power over the shares owned by the Funds and may be deemed to be the beneficial owner of such shares. (5) According to a Form 13G dated February 14, 2002 filed with the Securities and Exchange Commission, FMR Corp. is the parent holding company which has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of the above referenced securities through its wholly-owned subsidiary Fidelity Management & Research Company ("Fidelity"), on behalf of Fidelity Low-Priced Stock Fund, a registered investment company, and as such, FMR and Fidelity may be deemed to be the beneficial holder's of such shares. Additionally, Edward C. Johnson, 3d, Abigail P. Johnson, and members of the Edward C. Johnson, 3d family are the predominant owners of common stock of FMR Corp. and may be deemed to be the beneficial owners of shares held by persons and/or entities advised by FMR Corp. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. None SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MAYNARD OIL COMPANY By \s\ Kenneth W. Hatcher --------------------------- Kenneth W. Hatcher Executive Vice President of Finance (Principal Financial and Accounting officer and Duly Authorized Officer) Date: April 29, 2002 -----END PRIVACY-ENHANCED MESSAGE-----