-----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, GSwG1effoJawuyNKEyuTEwqoo3q95THIpUp9qTYlGcy2f1uyOzna2GYd/EnUtldv O3o3MYchj7r1xSJRAguqIA== 0000874992-98-000004.txt : 19980331 0000874992-98-000004.hdr.sgml : 19980331 ACCESSION NUMBER: 0000874992-98-000004 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980330 SROS: NASD SROS: PCX FILER: 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: 10-K SEC ACT: SEC FILE NUMBER: 001-11516 FILM NUMBER: 98578610 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 10-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission file number 1-11516 REMINGTON OIL AND GAS CORPORATION (Exact name of registrant as specified in its charter) Delaware 75-2369148 (State or other jurisdiction of incorporation or organization) (I.R.S. employer identification no.) 8201 Preston Road, Suite 600, Dallas, Texas 75225-6211 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (214) 890-8000 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of each class Name of each exchange on which registered Class A (Voting) Common Stock, $1 Par Value Pacific Stock Exchange Class B (Non-Voting) Common Stock, $1 Par Value Pacific Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Class A (Voting) Common Stock, $1 Par Value (Title of Class) Class B (Non-Voting) Common Stock, $1 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 (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. [ ] The aggregate market value of voting stock held by non-affiliates of the registrant on March 26, 1998 was $8,243,910. On that date, the number of outstanding shares of Class A (Voting) Common Stock, $1 par value, was 3,221,510, and the number of outstanding shares of Class B (Non-Voting) Common Stock, $1 par value, was 17,128,738. Registrant's Registration Statement filed on Form S-2 effective December 1, 1992 for its 8 1/4% Convertible Subordinated Notes is incorporated by reference in Part IV of this Form 10-K. FORM 10-K REMINGTON OIL AND GAS CORPORATION Table of Contents PART I ITEM 1. BUSINESS. 3 ITEM 2. PROPERTIES. 6 ITEM 3. LEGAL PROCEEDINGS. 11 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 11 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. 12 ITEM 6. SELECTED FINANCIAL DATA. 13 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 13 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. 20 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. 41 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. 41 ITEM 11. EXECUTIVE COMPENSATION.. 45 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. 55 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. 57 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. 59 PART I ITEM 1. BUSINESS. THE COMPANY Remington Oil and Gas Corporation, formerly known as Box Energy Corporation, (the "Company" or "Remington") is an independent oil and gas exploration and production company with activity and properties in the Gulf of Mexico, Mississippi, Alabama, Texas and New Mexico. Remington is incorporated in Delaware with its executive offices located at 8201 Preston Road, Suite 600, Dallas, Texas 75225-6211 (telephone number 214/890-8000). The Company employed 15 people on December 31, 1997. Originally organized in 1981 as OKC Limited Partnership (the "Partnership"), the Company converted to a corporation on April 15, 1992 (the "Corporate Conversion"). The Corporate Conversion involved the exchange of the Company's common stock for the assets and liabilities of the Partnership. The Partnership distributed the common stock to its partners and other unitholders on a one-for-one basis and then dissolved. The Company has two classes of stock, Class A (Voting) Common Stock ("Class A Stock") and Class B (Non-Voting) Common Stock ("Class B Stock"). Class A Stock carries voting rights while no voting rights are carried by the Class B Stock, unless otherwise required by Delaware law. However, both classes are entitled to equal participation in earnings, dividends and liquidation proceeds. Unless otherwise required by the context, the term "Company" or "Remington" includes Remington Oil and Gas Corporation, Box Energy Corporation and the Partnership. S-Sixteen Holding Company ("SSHC"), formerly known as Box Brothers Holding Company ("BBHC"), owns 1.8 million shares or approximately 57% of the Company's outstanding Class A Stock. In August 1997, entities controlled by Mr. J. R. Simplot purchased BBHC (the "Simplot Transaction"). LONG-TERM BUSINESS STRATEGY The Company is primarily engaged in one industry segment and one line of business, which is finding, developing, and producing oil and natural gas reserves. The Company's strategy for 1997 was to focus on stopping a decline in oil and natural gas reserves. The Company accomplished this objective by increasing oil and natural gas reserves at December 31, 1997 by approximately seven percent on a barrel of oil equivalent ("BOE") basis over oil and natural gas reserves at December 31, 1996. The long-term strategy for the future will now focus on increasing reserves by sustaining an acceptable annual growth rate for reserves with finding and development costs in line with industry peers. Capital expenditures, financed primarily by operating cash flow, will entail a balanced exploration, development and acquisition program. Natural gas production from one of the Company's producing properties, South Pass Block 89, is subject to a gas sales contract containing prices substantially higher than current spot market prices. Part of the strategy also includes developing the full potential of this block. The Company employs operational, technical and support staff that conduct independent evaluations of the acquisition, exploration and development activities in three core areas, Gulf of Mexico, Mississippi/Alabama and onshore Gulf Coast area. Remington owns three 3-D workstations and utilizes current technology to generate oil and gas prospects in its core areas and review outside generated oil and gas prospects which are available for acquisition, farm-in or working interest participation. COMPETITION The Company faces competition from large integrated oil and gas companies, independent exploration and production companies, private individuals and sponsored drilling programs. The Company competes for operational, technical and support staff, options and/or leases on prospective oil and natural gas properties and sales of products from developed properties. Many of the Company's competitors have significantly more financial, personnel, technological and other resources available. In addition, some of the larger integrated companies may be better able to respond to industry changes including price fluctuations, oil and gas demands and governmental regulations. MARKETS The Company sells its oil production based upon a market price for crude oil as posted from day to day by major purchasers. The applicable posted price is modified for crude oil quality, refined product yields, geographical proximity to refineries and availability of transportation facilities. In certain areas, because of the volume produced, the Company negotiates a premium over the posted prices. Oil prices fluctuate significantly over time because of changes in supply and demand, changes in refinery utilization, levels of economic activity throughout the country and political developments throughout the world. The Company sells its natural gas production from South Pass Block 89 under a sales contract with Texas Eastern Transmission Company ("Texas Eastern") which expires on July 15, 2002. In November 1990, the Company settled litigation with Texas Eastern. Part of the settlement modified the original gas sales contract by lowering the price paid, limiting the production sold from the northern portion of South Pass Block 89 to 15.0 Bcf and exempting production from sands beneath the U-sand horizon. In January 1998, the Company received $12.35 and $6.84 per Mcf for natural gas sold under the contract from wells in the southern and northern portion of South Pass Block 89, respectively. Prices for gas sold under the gas contract increase 10% on January 1 of each year. Texas Eastern is obligated to take or pay for 80% of the Company's delivery capacity (i.e., the maximum efficient flow rate based on periodic field deliverability tests) of gas well gas. Texas Eastern is required to take and pay for 100% of the casinghead gas. Casinghead gas is gas produced from "oil wells," as distinguished from gas produced from "gas wells." The gas sales contract expressly provides that Texas Eastern assumes any and all regulatory risks associated with the performance of the contract and waives any right to assert that it is not obligated to perform under the contract by reason of economic, governmental or regulatory conditions or changes, including action by a regulatory agency such as the Federal Energy Regulatory Commission ("FERC"). PanEnergy Corporation, the parent company of Texas Eastern, guarantees all of the obligations of Texas Eastern under the contract. The Company sells its non-contract natural gas production at spot market prices or a derivation thereof. Late in 1997, the Company began to use a third party to market a significant portion of its non-contract natural gas production. Natural gas spot market prices fluctuate significantly because of changes in supply and demand, seasonal or extraordinary weather patterns and levels of economic activity throughout the country. MAJOR CUSTOMERS Purchases by BayOil (USA), Inc. during 1997 and 1996 represented 31% and 18%, respectively, of the Company's total oil and natural gas revenues. Marathon Oil Company's purchases during 1995 accounted for 25% of the total oil and natural gas revenues for that year. Purchases by Texas Eastern during 1997, 1996 and 1995 represented 42%, 51%, and 70%, respectively, of the total oil and natural gas revenues. RISK OF COMPANY OPERATIONS Exploration, development and production operations involve a high degree of risk. Unprofitable efforts may result not only from dry holes but also from marginally productive wells that do not produce oil or gas in sufficient quantities to return a profit on the amounts expended. The Company is dependent upon production from wells in the South Pass area and upon the continued performance by the natural gas purchaser under the Company's long-term gas sales contract covering South Pass Block 89. The loss of one well or such contract could cause a material decline in revenues, cash flow and profitability. The utilization of 3-D seismic data or other technology to identify and define the parameters of drilling prospects may be unprofitable in situations where the interpretation of the data determines that a prospect should not be drilled or indicates that a prospect should be drilled which later proves to be unproductive. The success of the Company's operations depends, in part, upon the ability and continued employment of its management and technical personnel. Accordingly, there is no assurance that the Company's oil and gas drilling or acquisition activities will be successful, that significant additional production will be obtained, that any such production, if obtained, will be profitable or that the Company's management and technical personnel will make correct decisions or continue to be employed. The Company's operations are subject to all of the operating hazards and risks normally incident to drilling for and producing oil and gas, such as title risks, exploration risks, geophysical interpretation risks and risks of encountering unusual or unexpected formations and pressures, blowouts, environmental pollution and personal injury. The Company maintains general liability insurance and insurance against blowouts, redrilling expenses and certain other operating hazards, including certain pollution risks. If the Company sustains an uninsured loss or liability, or if the amount of loss exceeds the limits of its insurance, its financial condition may be materially adversely affected. GOVERNMENTAL REGULATION Oil and Gas Operations As an oil and gas company, Remington is subject to numerous federal and state regulations as it pursues its domestic exploration, production and oil and natural gas sales activities. Current regulations are constantly reviewed at the same time that new regulations are being considered and implemented. This regulatory burden upon the oil and gas industry increases its cost of doing business and consequently affects its profitability. These burdens are increased because the Company holds federal leases which, as government contracts, require the Company to comply with numerous regulations not focused simply on the oil and gas industry but on government contractors as a whole. These regulations increase the Company's general and administrative costs. State regulatory agencies further exert a regulatory burden on the Company. State regulations relate to virtually all aspects of the oil and gas business including drilling permits, bonds and operation reports. In addition, many states have regulations relating to or pooling of oil and gas properties, maximum rates of production and spacing and plugging and abandonment of wells. Environmental Remington's oil and gas operations are subject to stringent federal, state and local laws and regulations relating to improving or maintaining the quality of the environment. The Company's costs associated with environmental compliance, while not yet of a material amount, have increased over time and the Company expects such costs to rise in the future. Moreover, the cost of compliance with federal legislation and its state counterparts, such as the Oil Pollution Act of 1990 and the Clean Water Act together with their Amendments could have a significant impact on the financial ability of the Company to carry out its oil and gas operations. The legislation and accompanying regulations could impose financial responsibility requirements, liability features and operational requirements which the Company cannot profitably satisfy. The laws, which require or address environmental remediation, apply retroactively to previous waste disposal practices. In many cases, these laws apply regardless of fault, legality of the original activities or ownership or control of sites. Liability under these laws can result in severe fines and cleanup costs being levied against the liable party. The Company has never been a liable party under these laws nor has it been named a potentially responsible party for waste disposal at any site. The potential for sudden and unpredictable liability under these environmental laws is an issue of increasing importance to the Company and, indeed, the oil and gas industry as a whole. OTHER BUSINESS CONDITIONS Except for its oil and gas leases with third parties, the Company has no material patents, licenses, franchises or concessions which it considers significant to its oil and gas operations. The nature of the Company's business is such that it does not maintain or require a "backlog" of products, customer orders or inventory. The Company has not been a party to any bankruptcy, reorganization, adjustment or similar proceeding. Generally, the Company's business activities are not seasonal in nature. However, weather conditions affect the demand for natural gas and can hinder drilling activities. Demand for natural gas is typically higher during winter months. ITEM 2. PROPERTIES. OIL AND GAS PROPERTIES Certain information required by this Item is incorporated herein by reference from Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations", Item 8. "Financial Statements and Supplementary Data" and Note 12. Notes to Financial Statements. The following table presents the Company's gross and net acreage at December 31, 1997. Undeveloped Developed Gross Net Gross Net Offshore Gulf of Mexico 75,646 36,672 23,534 6,094 Onshore Gulf Coast 39,339 6,200 16,500 3,316 Mississippi/Alabama 31,096 13,644 860 607 Other 4,951 2,746 754 189 Total 151,032 59,262 41,648 10,206 The following table presents the Company's net proved oil and natural gas reserves by area at December 31, 1997 as evaluated by Netherland, Sewell and Associates, Inc. and Miller and Lents, Ltd. Oil (MBbls) Gas (MMcf) Gross Net Gross Net Offshore Gulf of Mexico 10,043 2,211 141,457 30,234 Onshore Gulf Coast 4,971 944 41,173 6,273 Mississippi Alabama 2,136 1,271 0 0 Other 110 25 164 36 Total 17,260 4,451 182,794 36,543 OFFSHORE GULF OF MEXICO Oil and natural gas reserves totaling 2.2 million barrels of oil (MMBbls) and 30.2 billion cubic feet of gas (Bcf) in the Gulf of Mexico, represent approximately 50% and 83% of Remington's total net oil and natural gas reserves, respectively. The Company has and continues to diversify its offshore portfolio away from the South Pass area through new lease purchases, evaluation of submittals of others and evaluation of acquisition opportunities. The Company owns three 3-D workstations for evaluating offshore prospects and has purchased an extensive database of both 2-D and 3-D seismic for reviewing exploration and development opportunities. The Company owns several undeveloped offshore blocks that, depending on rig availability and partner approvals, will be drilled in 1998 or beyond. The following table presents the proved oil and natural gas reserves for major properties in the Gulf of Mexico at December 31, 1997. Oil (MBbls) Gas (MMcf) Gross Net Gross Net South Pass 89 4,516 943 48,660 10,140 South Pass 87 2,920 709 42,314 10,993 South Pass 86 953 199 16,804 3,501 Eugene Island 135 942 118 27,165 3,396 West Cameron 170 712 242 6,400 2,172 Main Pass 262 0 0 114 32 Total 10,043 2,211 141,457 30,234 South Pass Block 89 The Company acquired South Pass Block 89 through a farmout from Aminoil USA, now Phillips Petroleum Company ("Phillips") in 1977. The Company has a 25% working interest burdened with a 33% Net Profits Interest ("NPI") to Phillips pursuant to the original farmout. Remington and Phillips are currently involved in litigation concerning the calculation of the NPI. See Item 3. "Legal Proceedings." Marathon Oil Company ("Marathon") is operator of the block. The Company's natural gas production is subject to a gas sales contract through July 15, 2002 with Texas Eastern Transmission Company. See Item 1. "Business-Markets." Platform B was installed in South Pass Block 89 in 1991 and has produced 48.7 MMBO (10.2 MMBO net) and 174.6 BCFG (36.4 BCFG net). The U- sand is the primary reservoir on the block with the beds orientated almost vertically adjacent to a sub-surface salt dome. At December 31, 1997, one well was producing from this reservoir and 11 wells were producing from shallower reservoirs. The Company's reserve report requires an additional well to produce all the reserves defined. The Company is producing two wells from Platform C, into the northern portion of South Pass Block 89. The platform is physically located on South Pass Block 86, immediately to the north of South Pass Block 89. The two wells in South Pass Block 89 are completed in the U-sand reservoir, but in an isolated fault block separated from the U-sand production from Platform B. The U-sand reservoir in this location is not as structurally complex as at Platform B. Cumulative production from the C Platform wells completed in South Pass Block 89 as of December 31, 1997 was 5.2 MMBbls (1.08 MMBbls net) and 28.5 Bcf (5.9 Bcf net). The platform was installed in 1992 and Marathon is the operator. South Pass Block 87, West Delta Block 128 Platform D, located on South Pass Block 87 to the northwest of South Pass Block 89 was installed in 1995 with Marathon as operator. There are five wells producing from South Pass Block 87 and West Delta Block 128. The Company has a 33% working interest in the four wells in South Pass Block 87 and a 20% working interest in one well in West Delta Block 128. Cumulative production from Platform D, all of which has been from the U-sand through December 1997 was 5.0 MMBbls (1.0 MMBbls net) and 24.9 Bcf (5.2 Bcf net). Additional drilling is anticipated on this block in 1998. South Pass Block 86 The Company completed five wells from Platform C in the southern portion of South Pass Block 86. The Company has a 25% working interest in the block and Marathon is the operator. The primary reservoir is the U- sand. Cumulative production from 1992 to December 31, 1997 was 3.6 MMBbls (748 MBbls net) and 16.6 Bcf (3.5 Bcf net). Eugene Island Block 135 The Company acquired a 15% working interest in the block in 1995, drilled, and successfully tested the #1 well in 1996. In 1997, a platform was installed, the A-1 well completed, the A-2 well drilled and completed and the A-3 well partially drilled. Enron Oil and Gas Company is operator of the block. The A-3 well will be completed in 1998 and additional drilling may be proposed. Production from Eugene Island Block 135 commenced in the last quarter of 1997 with cumulative production of 83 MBO (10 MBO net) and 600 MMCFG (76MMCFG net). The Company acquired a 20% working interest in Eugene Island Blocks 153 and 154 immediately to the south of Eugene Island Block 135 in 1997. West Cameron Block 170 The Company acquired a 42% working interest in this block in 1997. CXY Energy Offshore, Inc. ("CXY") is the operator and the block has a production platform in place. Drilling commenced on the #2 well in 1997 and the well logged sufficient pay to book proved oil and natural gas reserves in the shallow portion of the hole before year-end. Deeper pays have been drilled in the well and it is anticipated to be completed in 1998. The deeper pays are not included in the December 31, 1997 proved oil and natural gas reserves. The Company anticipates additional drilling on this block before the end of 1998. Main Pass Block 262 The Company completed three wells from the platform on this block in 1996 and 1997. The Company has a 33% working interest in the block and CXY is the operator. These wells did not perform as anticipated and the undepreciated cost of the wells was impaired in the fourth quarter of 1997. The Company anticipates drilling a deeper exploratory test well from the platform in 1998. MISSISSIPPI/ALABAMA In the onshore Mississippi/Alabama area, the Company's proved oil reserves are 1.3 MMBbls representing approximately 29% of Remington's net proved oil reserves at December 31, 1997. Currently, the Company has an interest in two developed fields and one developing field. Using outside consultants, the Company has developed several prospects for drilling in 1998 and beyond. This program is anticipated to continue using a database of 2-D data coupled with specific 3-D data on field discoveries. The following table presents the proved oil reserves attributable to Mississippi/Alabama at December 31, 1997. Oil (MBbls) Gross Net East Melvin 103 43 Indian Wells 355 261 Parker Creek 1,678 967 Total 2,136 1,271 East Melvin Field The East Melvin field, located in Choctaw County, Alabama, is a two- well field that produces from the Smackover formation. The Company has a 52% working interest in the field. The second well in the field was drilled in 1997 and is anticipated to be completed in 1998. The Company does not expect any further development of this field. Indian Wells Field The Indian Wells field is located in Jasper County, Mississippi and produces from the Rodessa formation. The Company has a 92% working interest in the field. Two wells are completed in the field and no additional development is anticipated. Parker Creek Field (formerly Moselle Dome Prospect) The Parker Creek field is on the flank of a salt dome located in Jones County, Mississippi. The first well drilled in 1996 and completed in 1997 encountered pays from the shallow Eutaw and Tuscaloosa interval above 8000 feet and the Hosston interval below 14,000 feet. The Company completed this first deep well in the Hosston interval in the first quarter of 1997. The Company completed a second well, the first shallow well completion, in the Tuscaloosa interval during the third quarter of 1997. The shallow Eutaw and Tuscaloosa are heavy oils. In the fourth quarter of 1997, the Company began drilling both a second deep well and a second shallow well. Both wells will be completed and producing in 1998. A newly acquired 3-D seismic survey is scheduled to be completed in the summer of 1998. Additional drilling is anticipated in the field after interpretation of the 3-D seismic survey is completed. During the partial year of 1997, the field produced 162 MBbls (98 MBbls net). ONSHORE GULF COAST The Company's net proved oil and natural gas reserves in the onshore Gulf Coast area are 944 MBbls and 6.2 Bcf, representing approximately 21% and 17% of the net proved oil and natural gas respectively. The Company initiated an active acquisition program in this area in 1997 along with participating in an active exploration program conducted by Suemaur Exploration, Inc. This exploration program has resulted in 3-D surveys defining several prospects that are anticipated to be drilled in 1998 and beyond. The acquisition program resulted in one acquisition of an interest in six separate fields in 1997. The Company anticipates using the knowledge gained from participating in the various 3-D surveys not only to develop new prospects but to better define the upside opportunities within the fields acquired. The following table presents the proved oil and natural gas reserves from the major properties in the Onshore Gulf Coast area at December 31, 1997. Oil (MBbls) Gas (MMcf) Gross Net Gross Net W. Buna 4,324 874 19,919 3,628 Other 647 70 21,254 2,645 Total 4,971 944 41,173 6,273 West Buna Field This field, located in Jasper and Hardin counties, Texas is the largest field of the six-well group of fields acquired in 1997. The field currently has 23 wells producing from the Wilcox formation. Additional drilling and workover operations are anticipated in 1998. The Company has approximately a 30% working interest in the field. PRODUCING WELLS The following table presents a summary of the gross and net producing wells by core area for the years ended December 31, 1997, 1996 and 1995. Productive wells are producing wells and wells capable of production but do not include wells awaiting completion or the installation of a platform. Gross wells refer to the total producing wells in which the Company owns an interest. Net wells represent the gross wells multiplied by the Company's working interest percentage. 1997 1996 1995 Gross Net Gross Net Gross Net Oil Wells Gulf of Mexico 17 4.37 18 4.61 25 6.28 Mississippi and Alabama 6 4.38 5 3.53 2 1.00 Onshore Gulf Coast 3 .28 2 0.21 - - Other 3 .81 3 0.81 1 0.31 Total 29 9.84 28 9.16 28 7.59 Gas Wells Gulf of Mexico 10 2.46 9 2.57 4 1.16 Mississippi and Alabama - - - - - - Onshore Gulf Coast 78 18.24 3 0.53 - - Other - - - - - - Total 88 20.70 12 3.10 4 1.16 DRILLING ACTIVITIES The following is a summary of the Company's exploration and development drilling activities for the past three years by core area:

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion will assist in the understanding of the Company's financial position and results of operations. The information below should be read in conjunction with the financial statements and the related notes to financial statements. This discussion contains historical information and certain forward-looking statements that involve risks and uncertainties about the business, long-term strategy, financial condition and future of the Company. Statements concerning results of future exploration, exploitation, development and acquisition expenditures and expense and reserve levels are forward-looking statements. These statements are based on assumptions concerning commodity prices, drilling results and production and administrative and interest costs that management believes are reasonable based on currently available information of known facts and trends. However, management's assumptions and the Company's future performance are both subject to a wide range of business risks and there is no assurance that these goals and projections can or will be met. Factors that may affect future results are included in the discussion below and in Part I, Item 1. "Business" and Item 2. "Properties." Remington Oil and Gas Corporation (the "Company") is an independent oil and gas exploration and production company with activity and properties located in offshore Gulf of Mexico, Mississippi/Alabama and onshore Gulf Coast. The Company acquired all of the assets and liabilities of OKC Limited Partnership (the "Partnership") on April 15, 1992, in exchange for the common stock of the Company (the "Corporate Conversion"). The Partnership then distributed, as part of its liquidation and dissolution, 3,245,110 shares of Class A Common (Voting) Stock (the "Class A Stock") and 17,558,110 shares of Class B (Non-Voting) Common Stock (the "Class B Stock") to the former general partners, limited partners and unitholders of the Predecessor Partnership. After the Corporate Conversion, Cloyce K. Box, one of the former general partners, owned approximately 57% of the outstanding Class A Stock. At the time of the Corporate Conversion, Mr. J.R. Simplot, Mr. James Arthur Lyle and others had pending litigation against the Partnership concerning voting issues and the purchase of an oil pipeline by a privately controlled affiliate of Cloyce K. Box (the "Griffin Case"). See Notes to the Financial Statements - Note 11. Contingencies - Griffin Case. After Cloyce Box's death in October 1993, the Class A Stock was foreclosed upon by Box Brothers Holding Company ("BBHC"). At the time of the foreclosure, BBHC was primarily owned and controlled by the four sons of Cloyce K. Box. A number of disputes and lawsuits concerning the control of BBHC arose among the four brothers. In March 1997, the Company appointed James A. Watt as President and Chief Operating Officer. Subsequently, in February 1998, the Board of Directors named Mr. Watt Chief Executive Officer. Mr. Watt, who has significant oil and gas experience, is the first executive from outside the controlling interest of the Company to head the Company. In August 1997, an entity controlled by Mr. Simplot purchased the controlling interest in BBHC (the "Simplot Transaction"). Shortly thereafter, BBHC changed its name to S-Sixteen Holding Company ("SSHC"). In connection with this purchase, Mr. Simplot and the four Box brothers agreed to settle all lawsuits among them and the Company. The primary objective set by the new management for 1997 was to stop the decline in oil and natural gas reserves and bring average finding costs down to industry averages. The Company accomplished the first objective by increasing oil and natural gas reserves by approximately 7% at December 31, 1997 compared to December 31, 1996. Management also made great progress in the second objective by decreasing average finding costs from $65.02 per BOE in 1996 to $13.71 per BOE in 1997. The long-term strategy now focuses on increasing reserves by sustaining an acceptable annual growth rate for reserves with finding and development costs that are in line with industry peers. Capital expenditures, financed primarily by operating cash flow, will entail a balanced exploration, development and acquisition program. LIQUIDITY AND CAPITAL RESOURCES The Company's balance sheet liquidity decreased significantly during 1997. At December 31, 1996, current assets exceeded current liabilities by $39.0 million, and the current ratio was approximately 6.4 to 1. At December 31, 1997, current assets exceeded current liabilities by $3.0 million and the current ratio was approximately 1.2 to 1. The decline in liquidity resulted primarily from the sale of marketable securities in October 1997, and the use of the proceeds to repurchase $16.7 million of the 8 1/4 % Convertible Subordinated Notes (the "Notes"). The Simplot Transaction caused a "change in control" as defined in the Indenture for the Notes (the "Indenture") that required the Company to make an offer to purchase the Notes at 100% of the face amount. In addition, during 1997, the Company used some of the liquid assets and borrowed $6.0 million to purchase $3.5 million of treasury stock and fund the excess of capital expenditures over net cash flow from operations. Cash flow from operations for the year ended December 31, 1997 was $27.5 million compared to $29.0 million for the prior year. In addition to lower natural gas revenues of $10.7 million, cash payments totaling $7.1 million for reorganization costs had a detrimental effect on the cash flow from operations during the year. The lower natural gas revenues resulted primarily from a decrease in natural gas production from South Pass Block 89. Natural gas production from this offshore Gulf of Mexico Block is sold under a gas sales contract that includes prices substantially above spot market prices. Therefore, a reduction in production from this block has a significant effect on natural gas revenues, total revenues, net income and cash flow from operations. The concern over the concentration of revenues has prompted management to diversify the revenue stream through acquisitions and exploration drilling in other areas. Natural gas revenues from South Pass Block 89 accounted for 40%, 51%, and 79% of total revenues for 1997, 1996, and 1995, respectively. Reorganization costs paid during 1997 included employee severance expense, litigation settlement amounts and other costs related to the Simplot Transaction. See Notes to Financial Statements - Note 5. Reorganization Costs. The Company will continue to make significant capital expenditures over the next several years as part of the long-term growth strategy and the primary source of funding the capital expenditures will be net cash flow from operations. As stated above, natural gas sales from South Pass Block 89 provided approximately 40% of the Company's total revenue in 1997. Further, a significant portion of the natural gas revenues from South Pass Block 89 is dependent on Well B-20S. Early in 1997 and throughout the year, the Company identified and followed a trend of increasing oil production and decreasing natural gas production in the Well B-20S, the only well currently producing from the U-sand reservoir. The trend may indicate, among other things, that natural gas production will continue to decline as the oil column moves into the perforations of this well. The Company's net working interest deliverability ("Seller's Delivery Capacity") from Platform B has declined from 7.2 MMcfgd in January 1997 to 2.9 MMcfgd in December 1997. Current estimates have Well B-20S producing at decreasing rates until March 1999. A large quantity of proved undeveloped natural gas reserves still remains in the U-1/1 reservoir above the existing perforations in Well B-20S. Management is currently evaluating several possible courses of action concerning the maximization of profit from South Pass Block 89 and specifically the U-1/1 reservoir. Such plans include, but are not limited to, a new well or sidetrack of an existing wellbore in the U-1/1 reservoir. Recent discoveries, development wells and acquisitions lessen the Company's dependence on natural gas revenue from this block, but may not be adequate to replace the immediate decline in gas revenue from unforeseen mechanical or other problems with Well B-20S. The recent decline in oil prices has a negative impact on total revenues and therefore net income and cash flow from operations. The Company's average oil price for 1997 was $17.79 per barrel but has averaged under $14.00 per barrel for the first two months of 1998. While the Company's gas sales contract insulates the Company to some degree from the lower oil prices, continued low prices for oil production will reduce the projected cash flow from operations and may cause the Company to defer or eliminate certain capital expenditures. The following table sets forth the Company's actual capital expenditures, including exploration expenses, for the last three years and the current 1998 capital and exploration budget. 1998 1997 1996 1995 Budget Actual Actual Actual (In thousands) Acquisition $ 6,000 $ 12,545 $ - $ - Land and leasehold 4,000 5,793 5,548 3,215 Development 13,300 9,975 9,359 11,597 Exploration 15,900 13,767 27,811 8,902 Total $ 39,200 $ 42,080 $ 42,718 $ 23,714 Net proved oil and natural gas reserve additions (in barrels of oil equivalents) 3,070 657 1,630 Finding costs (per barrel of oil equivalent) $ 13.71 $ 65.02 $ 14.55 Capital and exploration expenditures for oil and natural gas properties during 1997 totaled $42.1 million compared to $42.7 million in 1996. The primary capital expenditures for 1997 included drilling, completion and platform construction costs for Eugene Island Block 135, drilling costs for a well on West Cameron 170, drilling and completion costs on the Parker Creek field and a purchase of several South Texas properties. Expected development costs for 1998 include one or two new wells in South Pass Block 87, a new well or a side-track well in South Pass Block 89, additional development of West Cameron Block 170 and Eugene Island Block 135 and four to six onshore wells including three to four wells in the Parker Creek field. The Company budgeted $10.0 million for acquisition, land and leasehold costs. The Company will use these budgeted amounts to purchase oil and natural gas reserves at attractive prices and to maintain and develop an inventory of exploration development projects. In March 1998, the Company completed an acquisition for $1.6 million and submitted the high bid on one offshore block in the MMS lease sales. The Company does not yet know whether the bid will be accepted. Budgeted exploration costs include three planned wells in the Gulf of Mexico, at least two wells in Mississippi, and several wells in the onshore gulf coast region. In addition, the Company plans for approximately $4.0 million of exploration expenses, which is primarily to purchase 2-D and 3-D seismic data. The capital and exploration budget for 1998 is flexible and the Company can delay many of the planned expenditures if better opportunities arise or if capital is not available from operations. Additional sources of capital include the repayment of the note receivable from SSHC and additional cash available on the Company's line of credit. The note receivable from SSHC is due May 29, 1998. The balance at December 31, 1997 was $6.2 million, and payments from SSHC have been greater than the required $100,000 per month. During the second quarter of 1994, the Company established a $25.0 million line of credit with a bank. The line of credit, with a current borrowing base of $10.0 million, expires in June 1998. The Company anticipates renewing this line again in 1998 or obtaining a similar line of credit when the line of credit comes due. The line of credit is collateralized by the Company's South Pass oil and natural gas properties. The Company has borrowed $6.0 million and has issued letters of credit totaling $250,000 against this line. The Company and Phillips Petroleum Company ("Phillips") are engaged in a dispute concerning the Net Profits Interest in South Pass Block 89. A non-jury trial was held in April 1997. Phillips alleges damages in excess of $21.5 million on one claim and several million dollars on two additional claims. Phillips further contended that it was entitled to double damages and cancellation of the farmout agreement that created the Net Profits Interest. Oral arguments were presented to the court September 3, 1997. Certain outcomes of this litigation could have a material adverse impact on the liquidity of the Company. The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 128, entitled "Earnings per Share" in 1997. SFAS simplifies the standards for computing earnings per share previously found in Accounting Principles Board ("APB") Opinion No. 15. Basic income per share and diluted income per share have replaced primary income per share and fully diluted income per share, respectively. Basic income per share excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted income per share reflects the potential dilution from the exercise or conversion of securities or other contracts to issue common stock and other events that result in the issuance of common stock that shares in the net income of the Company. Diluted income per share is computed similarly to fully diluted income per share pursuant to APB Opinion 15. The Company's presentation of basic income per share and diluted income per share are the same as the previously presented primary income per share and fully diluted income per share. Basic income per share and diluted income per share are the same because the effects of the potential dilutive securities are anti dilutive. See Notes to Financial Statements - Note 1. Significant Accounting Policies. The Company has assessed and continues to assess the impact of the "year 2000" issue on its reporting systems and operations. The "year 2000" issue exists because many computer systems and applications currently use two-digit date fields to designate a year. As the century date occurs, date sensitive systems will recognize the year 2000 as 1900 or not at all. This inability to recognize or properly treat the year 2000 may cause systems to process critical financial and operational information incorrectly. The Company's system is a PC based network and all application software is purchased from outside third parties that have a significant presence in the oil and natural gas industry or in general application software. The Company projects all computer systems and software will be year 2000 compliant during 1998. Management does not estimate future expenditures related to the year 2000 exposure to be significant. RESULTS OF OPERATIONS The following table discloses the net oil and natural gas sales volumes, average sales prices and average lifting costs for each of the three years ended December 31, 1997, 1996, and 1995. The table is an integral part of the following discussion of results of operations for the periods 1997 compared to 1996 and 1996 compared to 1995.

1997 Compared to 1996 The Company incurred a net loss for 1997 of $26.8 million or $1.31 per share compared to the prior year loss of $7.6 million or $0.37 per share. The net loss for 1997 included non-cash charges totaling $18.9 million or $0.94 per share. The charges included deferred income tax expense of $14.6 million or $0.73 per share, impairment charges from marginal oil and gas properties of $3.9 million or $0.19 per share, and accelerated amortization of debt-issue costs of $416,000 or $0.02 per share, caused by the early retirement of some of the Company's Notes. In addition, during 1997, the Company incurred reorganization costs totaling $7.1 million, or $0.34 per share, and legal costs and expenses totaling $2.5 million, or $0.12 per share. Total revenues were $ 61.1 million for the year ended December 31, 1997 compared to $70.2 million for the year ended December 31, 1996. Natural gas sales revenue decreased $10.7 million, or 23%, for 1997 compared to 1996. Lower natural gas production caused the decrease but was partially offset by higher average prices of 6% for spot gas sales and 10% for natural gas sales under the South Pass gas sales contract. The increase in average prices added $1.3 million to natural gas sales revenue. Natural gas production from South Pass Block 89 Platform B decreased 1.4 Bcf during 1997 as production from Well B-20 experienced anticipated declines. The decrease in natural gas production from Platform B caused natural gas revenues to decrease by $14.2 million. Natural gas production from the Company's South Texas properties increased 379,000 Mcf during 1997 but was more than offset by lower net natural gas production from other offshore properties. An increase in oil production partially offset by lower oil prices resulted in a net increase in oil sales revenue of $2.4 million, or 13%, for the year ended December 31, 1997 as compared to the prior year. Oil production increased by 264,000 barrels which increased oil sales revenue by $4.8 million. However, a decrease of $2.44 in average oil prices caused oil sales revenue to be $2.4 million lower. A net increase in oil production came from all areas of operation primarily the Parker Creek field in Mississippi and South Pass 86 and 87 in the Gulf of Mexico. Interest income was lower in 1997 because of the sale of the marketable securities in October. Most of the proceeds of the sale were used to purchase $16.7 million of the Company's outstanding Notes. Other income was lower because of lower oil trading income and losses on the sale of assets, primarily artwork. Operating and transportation expenses increased as a result of new operating properties and an increase in oil production from the South Pass area. Net Profits expense decreased as a result of the lower natural gas sales revenues from South Pass Block 89. In addition, Exploration expenses decreased significantly as a result of lower dry hole costs. In 1996 the Company drilled three high cost dry exploration wells totaling $10.6 million in the Gulf of Mexico. Depreciation, depletion and amortization expenses increased because of new properties becoming productive. Marginal production as well as lower oil prices caused the Company to record impairment charges against some of the oil and natural gas properties. A large decrease in production during the last quarter of 1997 from Main Pass Block 262, located in the Gulf of Mexico, caused the Company to record a $1.9 million impairment charge to write down 100% of the remaining well costs. The Company will use the platform on Main Pass Block 262 to drill a new unrelated prospect in 1998. Another $1.2 million charge was recorded on the Hub property located in Mississippi. This property was drilled in 1996 but never performed up to expectations. The remaining impairment charge related primarily to lower oil prices which reduced the amount of commercially recoverable oil reserves. General and administrative expenses decreased by 18% during 1997 when compared to 1996. Salaries and other employment related expenses during 1997 decreased $706,000 as the number of employees decreased from 41 at December 31, 1996 to 15 at December 31, 1997. Other areas of significant savings were professional fees and investor relations' expenses. Legal fees decreased by $1.1 million as the Company settled the Griffin litigation including all of the surrounding litigation, ended the family litigation, and concluded the trial proceedings in the Phillips litigation. Reorganization expense for the year includes payments to employees under the employee severance agreements and legal fees or other charges that relate to or were paid because of the Simplot Transaction. Reorganization costs accrued or paid are as follows: employee severance payments $3.6 million, Thomas D. Box severance, legal claims and fees $1.2 million, Mr. Simplot and Mr. Lyle $2.0 million, and other associated expenses $300,000. See Notes to the Financial Statements - Note 5. Reorganization Costs. Interest and financing expenses increased during 1997 when compared to 1996 as a result of interest costs from a $6.0 million balance on the line of credit and a non-cash charge for deferred offering costs in October 1997, partially offset by lower interest costs from a reduced outstanding balance on the Notes. The Company used the line of credit to provide a portion of the funds to purchase some onshore Gulf Coast properties. In addition, under the terms of the Indenture, the Company purchased $16.7 million of the Notes. The Simplot transaction triggered the offer to purchase requirement in the Indenture. Although the Company expects to realize the benefits of the deferred income tax asset, it adopted a more conservative view of the accounting and reporting policies and increased the valuation allowance in 1997 to reserve the full amount of the deferred income tax asset. The Company believes that this approach is consistent with other small-cap exploration and production companies particularly those companies that are attempting to grow their oil and natural gas reserves. The Company is required to analyze its ability to realize the deferred income tax asset based on proved reserves and a "more likely than not" scenario for future projections. The analysis excludes probable and possible oil and natural gas reserves and does not include results from future drilling activities. The Company concluded that based on the future growth plans of the Company, prior actual results, and the "more likely than not" criteria, it was more desirable to reserve the entire deferred income tax asset. The Company will realize a benefit from these tax attributes if income is generated in the future. 1996 Compared to 1995 The Company incurred a net loss for 1996 totaling $7.7 million, or $0.37 per share. This loss resulted primarily from a $15.9 million, or 323%, increase in exploration expenses; a $7.8 million, or 52%, increase in depreciation, depletion and amortization expense on the oil and natural gas properties, and a $4.0 million, or 43%, increase in general and administrative and reorganization expenses. Exploration expenses increased because of higher dry hole costs which resulted from the increased drilling activity. The most significant dry holes drilled during the year included the following offshore Gulf of Mexico blocks: Ship Shoal Block 352 at $7.9 million, High Island Block 576 at $1.8 million and West Cameron Block 365 at $923,000. Depreciation, depletion and amortization expense increased as a result of new properties being depleted, an increase in the depreciable basis of offshore platforms and a decrease in net oil and natural gas reserves. General and administrative expenses and reorganization costs were higher because of an increase in legal fees primarily related to the reimbursement of legal fees to the Estate of Cloyce K. Box for the Simplot litigation and the "change in control" which occurred when BBHC replaced the existing Board of Directors by a written consent effective July 30, 1996. The "change in control" triggered the applicability of severance agreements which then resulted in the payment of severance benefits in certain situations. Resignations and terminations decreased the total number of employees from 55 prior to July 30, 1996, to 41 at December 31, 1996. Natural gas revenue increased $6.3 million primarily as a result of higher average natural gas prices. Although the average sales price shown on the table above reflects a decrease, such decrease in prices is a result of the lower percentage of total volume from South Pass Block 89 sold at above market prices compared to a higher percentage of total volume from other areas which were sold at spot market prices during 1996 as compared to the prior years. The 10% per annum increase in the gas price for South Pass Block 89 production, in accordance with the gas sales contract, resulted in an additional $3.3 million in natural gas sales revenue. Average spot market prices for natural gas increased from $1.88 in 1995 to $2.45 for 1996, which added another $2.4 million to natural gas sales revenue. In addition, production from Platform D located in South Pass Block 87, Main Pass Block 262, and other properties increased by 3.0 Bcf, or 222%, when compared to 1995, resulting in an additional $6.7 million in natural gas sales revenue. However, the above increases were partially offset by a 624,000 Mcf decrease in natural gas production from South Pass Block 89 which, when combined with the high contract price received for production from this block, lowered natural gas sales revenue by $5.5 million. Natural gas production from South Pass Block 89 decreased because the B-11 Well experienced mechanical difficulties in March 1996, and attempts to drill a replacement well in 1996 were not successful. Net natural gas production from South Pass Block 86 decreased 296,000 Mcf, resulting in a decrease in natural gas sales revenue totaling $550,000. Oil sales increased $4.9 million, or 35%, because of an increase of $3.57 in the average oil price from $16.64 to $20.21 and an increase in total oil production of 94,000 Bbls. The increase in price caused oil sales revenue to increase $3.3 million, and the increase in production caused oil sales revenue to increase $1.6 million. Oil production increased as a result of a full year of production from Platform D producing from South Pass Block 87 and West Delta Block 128, and new production from the Indian Wells field in Mississippi and other onshore oil properties. Platform D production increased 233,000 Bbls and new production from the Indian Wells Field totaled 39,000 Bbls in 1996. Oil production from South Pass Blocks 86 and 89 decreased primarily as a result of natural depletion of the reservoirs. In 1995, the Company sold real estate properties in Mississippi and Louisiana for a total gain of $1.0 million as part of a reorganization plan adopted in early 1995. In 1996, the gain from the sales of real estate in Mississippi and Louisiana was $93,000. The decrease was partially offset by a $661,000 increase in net oil trading income. Operating expenses were $889,000, or 16%, higher in 1996 because of the increase in the number of operating properties, a full year of operating cost from Platform D in South Pass Block 87, and a partial year of operating costs from Main Pass Block 262. Net Profits expense decreased approximately 8%, or $1.0 million primarily, because of a net decrease in natural gas revenues from South Pass Block 89 as described above. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. INDEX TO FINANCIAL STATEMENTS Reports of Independent Accountants 21 Balance Sheets as of December 31, 1997 and 1996 22 Statements of Income for 1997, 1996 and 1995 23 Statements of Stockholders' Equity for 1997, 1996 and 1995 24 Statements of Cash Flow for 1997, 1996 and 1995 25 Notes to Financial Statements 26 REPORT OF INDEPENDENT ACCOUNTANTS To The Stockholders and Board of Directors of Remington Oil and Gas Corporation We have audited the accompanying balance sheets of Remington Oil and Gas Corporation ("the Company") as of December 31, 1997 and 1996 and the related statements of income, stockholders' equity and cash flows for each of the two years in the period ending December 31, 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Remington Oil and Gas Corporation as of December 31, 1997 and 1996 and the results of its operations and its cash flows for each of the two years in the period ended December 31, 1997 in conformity with generally accepted accounting principles. Dallas, Texas March 20, 1998 /S/ ARTHUR ANDERSEN LLP To The Stockholders and Board of Directors of Remington Oil and Gas Corporation We have audited the accompanying statements of income, stockholders' equity and cash flows of Remington Oil and Gas Corporation (formerly Box Energy Corporation) for the year ended December 31, 1995. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of Remington Oil and Gas Corporation for the year ended December 31, 1995 in conformity with generally accepted accounting principles. Dallas, Texas March 5, 1996, except for the thirteenth paragraph of Note 1 as to which the date is March 27, 1998 /S/ COOPERS & LYBRAND L.L.P. Remington Oil and Gas Corporation Balance Sheets (In thousands, except share data) For Years Ended December 31, Assets 1997 1996 Current assets Cash and cash equivalents $ 4,552 $ 2,997 Marketable securities - available for sale - 32,678 Accounts receivable - oil and natural gas 5,725 7,093 Accounts receivable - other 268 1,456 Note receivable - S-Sixteen Holding Company 6,192 - Prepaid expenses and other current assets 2,118 1,961 Total current assets 18,855 46,185 Properties Unproved oil and gas properties 8,755 6,504 Oil and natural gas properties (successful-efforts method) 211,726 180,747 Other properties 2,800 3,226 Accumulated depreciation, depletion and amortization (144,548) (116,371) Total properties 78,733 74,106 Other assets Deferred income taxes (net of valuation allowance) - 14,723 Deferred charges (net of accumulated amortization) 927 1,585 Total other assets 927 16,308 Total assets $ 98,515 $ 136,599 Liabilities and stockholders' equity Current liabilities Accounts payable $ 8,694 $ 5,043 Accrued interest payable 264 379 Accrued transportation payable - related party 305 263 Net Profits expense payable 594 1,481 Short-term notes payable 6,000 - Total current liabilities 15,857 7,166 Convertible subordinated notes payable 38,371 55,077 Total Liabilities 54,228 62,243 Commitments and Contingencies (Note 11) Stockholders' equity Common Stock, $1.00 par value Class A (Voting) - 15,000,000 shares authorized; 3,250,110 shares issued 3,250 3,250 Class B (Non-Voting) - 30,000,000 shares authorized; 17,553,010 shares issued 17,553 17,553 Additional paid-in capital 25,197 25,197 Treasury stock, at cost, 31,100 shares Class A, and 465,600 shares Class B (3,465) - Retained earnings 1,752 28,542 Valuation allowance for marketable securities - (186) Total stockholders' equity 44,287 74,356 Total liabilities and stockholders' equity $ 98,515 $ 136,599 See accompanying Notes to Financial Statements.

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Remington Oil and Gas Corporation, formerly Box Energy Corporation, (the "Company" or "Remington") is an independent oil and gas exploration and production company with activity and properties in three core areas: offshore Gulf of Mexico, Mississippi/Alabama and onshore Gulf Coast. Originally organized in 1981 as OKC Limited Partnership (the "Partnership"), the Company converted to a corporation on April 15, 1992 (the "Corporate Conversion"). The Corporate Conversion involved the exchange of common stock for the assets and liabilities of the Partnership. Management prepares the financial statements in conformity with generally accepted accounting principles. This requires estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates. The Company makes certain reclassifications to prior year financial statements in order to conform to the current year presentation. S-Sixteen Holding Company ("SSHC") (formerly known as Box Brothers Holding Company ("BBHC")) owns 1.8 million shares or approximately 57% of the Company's outstanding Class A (Voting) Common Stock ("Class A Stock"). On August 29, 1997, entities controlled by Mr. J. R. Simplot purchased BBHC (the "Simplot Transaction"). Cash and Cash Equivalents Cash equivalents consist of liquid investments with maturities of three months or less when purchased, including investment grade commercial paper and money market funds invested in United States government securities. Cash and cash equivalents are stated at cost that approximates market value. Marketable Securities Marketable securities, classified as available-for-sale, are recorded on the balance sheet at their market value on the balance sheet date. Unrealized holding gains and losses for securities classified as available- for-sale are excluded from earnings and recorded, net of tax, as a separate component of stockholders' equity. Oil and Natural Gas Properties The Company uses the successful-efforts accounting method for oil and gas exploration and development expenditures. Capitalized costs include leasehold acquisition costs, development costs, including costs of tangible equipment, intangible drilling costs and certain interest costs. Costs classified and charged to exploration expense include geological, geophysical and other prospecting costs. The Company capitalizes drilling costs for exploratory wells pending a determination of commercial oil and natural gas reserves. The costs of exploratory wells that do not ultimately find commercial oil and natural gas reserves are charged to exploration expense as a dry hole cost. The Company amortizes capitalized costs using the units-of-production method based on total proved reserves for leasehold acquisition costs and total proved developed oil and natural gas reserves for all other capitalized costs. The Company capitalizes interest costs incurred for construction of major facilities such as offshore platforms. No interest was capitalized in 1997 or 1996, and $69,000 was capitalized in 1995. Periodically the Company records an impairment expense for oil and natural gas properties when the net book value of a particular property is greater than the undiscounted future net cash flows before income taxes from that same property. Certain events such as drilling a dry hole, a large decrease in oil and natural gas reserves or production and significantly lower oil and natural gas prices cause the Company review the property to determine if an impairment charge is proper. The impairment loss is equal to the difference between the net book value and the fair value of the asset. Undiscounted future net cash flow includes estimated proved and risk adjusted probable and possible oil and natural gas reserves. The Company uses the present value of the future net cash flows from proved oil and natural gas reserves discounted at an appropriate rate to estimate the fair value of the asset. Impairment losses totaling $3.9 million, $451,000, and $566,000 were recognized during 1997, 1996, and 1995, respectively. In 1997, the Company's impairment losses included interests in Main Pass Block 262, located in the Gulf of Mexico, the Hub Prospect and East Melvin properties located in Mississippi and the Bronco S. W. and Whopper II properties located in Texas and New Mexico, respectively. In 1996, the impairment losses included the Company's interests in East Melvin and Raleigh properties located in Mississippi. In 1995, the Company recorded an impairment of the Traxler property located in Mississippi. Future dismantlement, restoration and abandonment ("DR&A") costs include the estimated costs to dismantle, restore and abandon the Company's offshore platforms, flowlines, wells and related structures. The total estimated future DR&A liability is $4.2 million. The liability is accrued over the life of the property using the units-of production method and recorded as a component of depreciation, depletion and amortization expense. The accrued liability at December 31, 1997 and 1996 was $3.1 million and $2.5 million, respectively. See Note 12. Supplemental Disclosures - Oil and Natural Gas Properties. Other Properties Other properties include leasehold improvements, furnishings and equipment for office space leased by the Company and are depreciated on a straight-line method over their estimated useful lives ranging from 3 to 12 years. Deferred Charges Deferred charges are the costs incurred in 1992 with respect to the Company's offering of the Notes, as defined in Note 5 below. The deferred charges are amortized to interest and financing costs on a straight-line basis over the 10-year term of the Notes. In October 1997, the Company purchased $16.7 million of the outstanding Notes. The retirement of these Notes resulted in the accelerated amortization of the deferred offering costs totaling $416,000. See Note 7. Notes Payable. Oil and Gas Revenues The Company recognizes oil and natural gas sales as revenue in the month of production. The Company's actual sales are not materially different from its entitled share of production. There are no significant natural gas imbalances for the years ended December 31, 1997, 1996, and 1995. Income Taxes Income tax expense or benefit includes the current income taxes and deferred income taxes. Current income tax expense or benefit is the amount calculated on the current year income tax return. Deferred income tax expense or benefit is calculated as the change in the net deferred income tax asset or liability at the beginning of the year compared to the end of the year. The amount of the deferred income tax asset or liability is determined by multiplying the enacted tax rate by the temporary differences, net operating or capital loss carry-forwards plus any tax credit carry-forwards. The tax rate used is the effective rate applicable for the year in which the temporary differences or carry-forwards expect to be reversed or utilized. A valuation allowance offsets deferred income tax assets, which are not expected to reverse in future years using a "more likely than not" scenario that excludes probable and possible oil and natural gas reserves. See Note 6. Deferred Income Tax Asset and Income Taxes. Income per Common Share The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 128, entitled "Earnings per Share" in 1997. SFAS simplifies the standards for computing earnings per share previously found in Accounting Principles Board ("APB") Opinion No. 15. Primary income per share has been replaced by basic income per share. Basic income per share excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shares in the net income of the Company. Diluted income per share is computed similarly to fully diluted income per share pursuant to APB Opinion 15. As a result of the adoption of SFAS No. 128 income per share has been restated to conform with the provisions of the statement. The amounts restated equal the amounts as reported in the prior years. The following table presents the Company's calculation of basic and diluted income per share.

The options outstanding at December 31, 1997 have a weighted-average remaining contractual life of 9 years and an exercise price ranging from $6 5/8 to $11 7/8 per share. The following is a pro forma disclosure of the effect on net income or loss if compensation cost for the Company's stock option compensation plans had been determined consistent with SFAS No. 123.

The fair value of each option grant for the years ended December 31, 1997, 1996, and 1995 is estimated on the date of grant using the Black- Scholes option-pricing model with the following weighted average assumptions: For the Years Ended December 31, 1997 1996 1995 Expected life (years) 10 10 10 Interest rate 6.19% 6.85% 5.97% Volatility 49.50% 48.21% 47.96% Dividend yield 0 0 0 Non-Employee Director Stock Purchase Plan The Company approved the Non-Employee Director Stock Purchase Plan in December 1997. The plan provides a means for the Non-Employee Directors to receive their directors' fees in shares of Class B Stock. Each non-employee Director of the Company may elect once each year to receive all or a portion of the fees he receives as a director in restricted shares of Class B Stock in lieu of cash. The number of shares received will be the number of shares that equal 150% of the cash fees divided by the closing market price of the Class B Stock on the day that the cash fees would otherwise be paid. The Class B Stock is restricted from transfer until one year after issuance or the termination of a Director resulting from death, disability, removal or failure to be nominated for an additional term. The Director will have the right to vote the shares of restricted stock and to receive any dividend paid in cash or other property. Pension Plan The Company's Pension Plan is a noncontributory defined benefit pension plan covering substantially all employees. The retirement benefits available are generally based on years of service and average earnings. The Company funds the plan with annual contributions at least equal to the minimum funding provisions of the Employee Retirement Income Security Act of 1974, as amended, but no more than the maximum tax deductible contribution allowed. Plan assets consist primarily of equity and fixed income securities. The following table sets forth the plan's funded status and amounts recognized in the Company's balance sheets: At December 31, 1997 1996 (In thousands) Vested benefit obligation $ 2,801 $ 2,657 Non-vested benefit obligation 82 208 Total accumulated benefit obligation 2,883 2,865 Additional liability due to projected salary Increases 55 167 Projected benefit obligation 2,938 3,032 Fair value of plan assets (3,160) (3,500) Fair value of plan assets in excess of projected benefit obligation (222) (468) Unrecognized transition obligation - (147) Unrecognized net gain - 350 Prepaid pension liability $ (222) $ (265) The net periodic pension cost in the Company's statements of income included the following components:

Following are the principal sources of changes in the standardized measure of discounted future net cash flows

ITEM 11. EXECUTIVE COMPENSATION The following table summarizes the compensation paid by the Company during 1997, 1996, and 1995 to the Company's Chief Executive Officer and its four most highly compensated executive officers, other than the Chief Executive Officer, whose total annual salary and bonus in 1997 exceeded $100,000 (collectively, the "Named Executive Officers").

- ---------- (1) These values were determined under the Black-Scholes option pricing model based on the following assumptions: stock price volatility of 49.51%; interest rate based on the yield to maturity of a 10-year stripped Treasury security; exercise in the tenth year; and a dividend rate of zero. No adjustments were made for nontransferability or risk of forfeiture. The Company's use of this model does not constitute an endorsement or an acknowledgment that such model can accurately determine the value of options. No assurance can be given that the actual value, if any, realized by an executive upon the exercise of these options will approximate the estimated values calculated by using the Black-Scholes model.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Company believes that employing and retaining highly qualified and high performing executive officers is vital to the Company's achievement of its long-term business goals. To this end, the Compensation Committee of the Board of Directors (the "Committee") developed an executive compensation program which is designed to attract and retain such officers. The Committee's philosophy is to develop a systematic, competitive executive compensation program which recognizes an executive officer's position and responsibilities within the Company, takes into account competitive compensation levels payable within the Company's industry by similarly sized companies, and reflects both individual and Company performance. The executive compensation program developed by the Committee is composed of the following three elements: (i) a Base Salary, (ii) a performance-based Annual Cash Incentive (Short Term), and (iii) a stock- based incentive (Long Term). Under this program, Short Term and Long Term incentives are "at risk" and are based on performance of the Company versus defined goals. The Committee compiles data reflecting the compensation practices of a broad range of organizations in the Company's industry that are similar to the Company in size and performance. For both the Base Salary and Annual Cash Incentives portions of executive compensation discussed below, the Committee adopted a philosophy of paying the executive officers at a level that is competitive and within the ranges reflected by the data compiled. For 1997 only, the primary stated goals for the Chief Executive Officer were to reduce overhead, reduce the Company's involvement in litigation, and to recruit a highly qualified operating officer with pertinent experience in oil and gas exploration, exploitation, acquisition, production, and operations. The Committee recommended and the entire Board approved, effective February 1, 1997, the initial base salary of the then Chief Executive Officer, at a level believed to be consistent with those stated goals and within the ranges reflected by the aforementioned data compiled. From October 1997 to February 1998, the Company did not have a Chief Executive Officer. On February 4, 1998, the Board appointed the former Chief Operating Officer to be the Chief Executive Officer. Base Salaries Base Salary is the portion of an executive officer's total compensation package which is payable for performing the specific duties and assuming the specific responsibilities defining the executive's position with the Company. The Committee's objective is to provide each executive officer a base salary which is competitive at the desired level. Annual Cash Incentives The Committee is developing a performance-based annual cash incentive plan covering the Company's executive officers and top managers. The objectives in designing the plan are to reward participants for accomplishing objectives which are generally measurable and increase shareholder value. Under the Company's Annual Cash Incentive Plan, the Compensation Committee has established a "target" cash incentive award for each executive officer (including the Chief Executive Officer) that is payable based mostly upon the Company's achieving certain performance targets and, to a lesser extent, for achieving highly challenging individual performance objectives. The performance targets will be increasing reserves and production; controlling finding, development, and production costs; and achieving an overall return on capital; all of which are competitive with a peer group of oil and gas companies. The Committee also determined that award levels under the plan should be fiscally prudent. Long-term Stock-based Incentives The Company maintains a stock option plan for officers and other employees. The philosophy is to award stock options to selected plan participants based on their levels within the Company and upon individual merit. The plan is to grant stock options which are competitive within the industry for other individuals at the employee's level and which provide the employee a meaningful incentive to increase performance and focus on achieving long-term increases in shareholder value. Other factors the Committee should consider in granting stock options include the employee's contributions toward achieving the Company's long-term objectives, such as reserve replacements and acquisitions, as well as the employee's contributions in achieving the Company's short-term and long-term profitability targets. Composition and Actions of the Committee in 1997 During 1997 Messrs. Daryl L. Buchanan and Richard D. Squires served on the Committee until their resignations from the Board in January and April, respectively. Alan C. Shapiro served on the Committee until October 1997. Mr. David E. Preng was appointed to the Committee as its Chairman in April 1997, and Messrs. James Arthur Lyle and William E. Greenwood were appointed to the Committee in October 1997. In 1997, the Committee approved the initial base salary and bonus target level of the Chief Operating Officer who joined the Company in March. The Committee also determined the Annual Cash Incentive awards for the executive officers at a level believed to be fiscally prudent and reflective of the individual performances for the year in achieving plan objectives. COMPENSATION COMMITTEE David E. Preng William E. Greenwood James Arthur Lyle PERFORMANCE GRAPH The following performance graph compares the performance of both classes of the Company's common stock to the NASDAQ indices of United States companies and to a peer group comprised of NASDAQ companies listed under the Standard Industrial Classification Codes 1310-1319 for the Company's last five fiscal years. Such industrial codes include companies engaged in the oil and gas business. The graph assumes that the value of an investment in the Company's common stock and in each index was $100 at December 31, 1992, and that all dividends were reinvested. GRAPH HERE DEPICTING INFORMATION FROM TABLE BELOW

PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a) Documents filed as part of this report: 1. Financial Statements included in Item 8: (i) Independent Auditors' Reports (ii) Balance Sheets as of December 31, 1997 and 1996 (iii) Statements of Income for years ended December 31, 1997, 1996 and 1995 (iv) Statement of Stockholders' Equity for years ended December 31, 1997, 1996 and 1995 (v) Statements of Cash Flows for the years ended December 31, 1997, 1996 and 1995 (vi) Notes to Financial Statements (vii) Supplemental Oil and Natural Gas Information (Unaudited) 2. Financial Statement Schedules Financial statement schedules are omitted as they are not applicable, or the required information is included in the financial statements or notes thereto. (b) The Company did not file any reports on Form 8-K during the quarter ended December 31, 1997. (c) Exhibits: 3.1* Certificate of Incorporation, as amended. 3.2 Certificate of Amendment of Certificate of Incorporation of Box Energy Corporation. 3.3++ By-Laws as amended. 4.1* Form of Indenture Box Energy Corporation to United States Trust Company of New York, Trustee, dated December 1, 1992, 8 1/4% Convertible Subordinated Notes due December 1, 2002. 10.1* Amended and Restated Certificate and Articles of Limited Partnership of OKC Limited Partnership. 10.2* Restatement and Amendment of Gas Purchase Contract dated July 15, 1982, as amended October 5, 1982 and December 21, 1982 and December 26, 1984. 10.3* Assignment of Lease, dated May 26, 1977. 10.4* Oil and Gas Lease of Submerged Lands under the Outer Continental Shelf Lands Act dated July 1, 1967, covering all of Block 89, South Pass Area and East Addition by the United States of America, as Lessor, dated July 1, 1967, said lease having been assigned to Box Energy Corporation as of April 15, 1992. 10.5* Oil and Gas Lease of Submerged Lands under the Outer Continental Shelf Lands Act dated July 1, 1967, covering all of Block 86, South Pass Area and East Addition by the United States of America, as Lessor, dated July 1, 1983, said lease having been assigned to Box Energy Corporation as of April 15, 1992. 10.6* Oil and Gas Lease of Submerged Lands under the Outer Continental Shelf Lands Act dated July 1, 1967, covering all of Block 87, South Pass Area and East Addition by the United States of America, as Lessor, dated September 1, 1985, said lease having been assigned to Box Energy Corporation as of April 15, 1992. 10.7* Farmout Agreement with Aminoil USA, Inc., effective May 1, 1977, dated May 9, 1977. 10.8* Transportation Agreement with CKB Petroleum, Inc. dated March 1, 1985, as amended on April 19, 1989. 10.9* Agreement of Compromise and Amendment to Farmout Agreement, dated July 3, 1989. 10.10 Settlement Agreement with Texas Eastern Transmission Corporation, dated November 14, 1990. 10.11* Guarantee of Panhandle Eastern Corporation, dated November 21, 1990. 10.12* Bill of Sale and Assumption of Obligations from OKC Limited Partnership, dated April 15, 1992. 10.13* Asset Purchase Agreement, dated April 15, 1992. 10.14* 1992 Incentive Stock Option Plan of Box Energy Corporation. 10.15* 1992 Non-Qualified Stock Option Plan of Box Energy Corporation. 10.16** Pension Plan of Box Energy Corporation, effective April 16, 1992. 10.17# First Amendment to the Pension Plan of Box Energy Corporation dated December 16, 1993. 10.18## Second Amendment to the Pension Plan of Box Energy Corporation dated December 31, 1994. 10.19+ Form of Executive Severance Agreement dated as of December 12, 1995 by and between Box Energy Corporation and key employees. 10.20+ Form of Letter Agreement regarding severance benefits dated as of December 12, 1995 by and between Box Energy Corporation and employees not covered by Executive Severance Agreements. 10.21*** Amended and Restated Promissory Note between Box Energy Corporation and Box Brothers Holding Company. 10.22*** Amended and Restated Pledge Agreement between Box Energy Corporation and Box Brothers Holding Company. 10.23*** Agreement by and between Box Energy Corporation and James A. Watt. 10.24 Box Energy Corporation Severance Plan. 10.25 Box Energy Corporation 1997 Stock Option Plan. 10.26 Box Energy Corporation Non-Employee Director Stock Purchase Plan. 10.27 Form of Executive Employment Agreement effective August 29, 1997, by and between Box Energy Corporation and two executive officers. 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Coopers & Lybrand L.L.P. 27 Financial Data Schedule * Incorporated by reference to the Company's Registration Statement on Form S-2 (file number 33-52156) filed with the Commission and effective on December 1, 1992. ** Incorporated by reference to the Company's Form 10-K (file number 0-19967) for the fiscal year ended December 31, 1992 filed with the Commission and effective on or about March 30, 1993. # Incorporated by reference to the Company's Form 10-K (file number 0-19967) for the fiscal year ended December 31, 1993 filed with the Commission and effective on or about March 30, 1994. ## Incorporated by reference to the Company's Form 10-K (file number 0-19967) for the fiscal year ended December 31, 1994 filed with the Commission and effective on or about March 30, 1995. + Incorporated by reference to the Company's Form 10-K (file number 0-19967) for the fiscal year ended December 31, 1995 filed with the Commission and effective on or about April 1, 1996. ++ Incorporated by reference to the Company's Form 10-K (file number 1-11516) for the fiscal year ended December 31, 1996 filed with the Commission and effective on or about March 31, 1997. *** Incorporated by reference to the Company's Form 10-Q (file number 1-11516) for the fiscal quarter ended June 30, 1997 filed with the Commission and effective on or about August 12, 1997. SIGNATURES 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. REMINGTON OIL AND GAS CORPORATION Date: March 30, 1998 By: /S/ JAMES A. WATT James A. Watt President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. DIRECTORS: /S/ DON D. BOX /S/ JOHN E. GOBLE, JR. /S/ WILLIAM E. GREENWOOD Don D. Box John E. Goble, Jr. William E. Greenwood Director Director Director /S/ DAVID H. HAWK /S/ JAMES ARTHUR LYLE /S/ DAVID E. PRENG David H. Hawk James Arthur Lyle David E. Preng Director Director Director /S/ THOMAS W. ROLLINS /S/ ALAN C. SHAPIRO /S/ JAMES A. WATT Thomas W. Rollins Alan C. Shapiro James A. Watt Director Director Director OFFICERS: /S/ JAMES A. WATT /S/ J. BURKE ASHER /S/ EDWARD V. HOWARD James A. Watt J. Burke Asher Edward V. Howard President and Chief Vice President/Finance Vice President, Executive Officer and Secretary Controller and Assistant Secretary Date: March 30, 1998 EX-99 2 INDEX TO EXHIBITS Exhibit Number Description of Document 3.1* Certificate of Incorporation, as amended. 3.2 Certificate of Amendment of Certificate of Incorporation of Box Energy Corporation. 3.3++ By-Laws as amended. 4.1* Form of Indenture Box Energy Corporation to United States Trust Company of New York, Trustee, dated December 1, 1992, 8 1/4% Convertible Subordinated Notes due December 1, 2002. 10.1* Amended and Restated Certificate and Articles of Limited Partnership of OKC Limited Partnership. 10.2* Restatement and Amendment of Gas Purchase Contract dated July 15, 1982, as amended October 5, 1982 and December 21, 1982 and December 26, 1984. 10.3* Assignment of Lease, dated May 26, 1977. 10.4* Oil and Gas Lease of Submerged Lands under the Outer Continental Shelf Lands Act dated July 1, 1967, covering all of Block 89, South Pass Area and East Addition by the United States of America, as Lessor, dated July 1, 1967, said lease having been assigned to Box Energy Corporation as of April 15, 1992. 10.5* Oil and Gas Lease of Submerged Lands under the Outer Continental Shelf Lands Act dated July 1, 1967, covering all of Block 86, South Pass Area and East Addition by the United States of America, as Lessor, dated July 1, 1983, said lease having been assigned to Box Energy Corporation as of April 15, 1992. 10.6* Oil and Gas Lease of Submerged Lands under the Outer Continental Shelf Lands Act dated July 1, 1967, covering all of Block 87, South Pass Area and East Addition by the United States of America, as Lessor, dated September 1, 1985, said lease having been assigned to Box Energy Corporation as of April 15, 1992. 10.7* Farmout Agreement with Aminoil USA, Inc., effective May 1, 1977, dated May 9, 1977. 10.8* Transportation Agreement with CKB Petroleum, Inc. dated March 1, 1985, as amended on April 19, 1989. 10.9* Agreement of Compromise and Amendment to Farmout Agreement, dated July 3, 1989. 10.10 Settlement Agreement with Texas Eastern Transmission Corporation, dated November 14, 1990. 10.11* Guarantee of Panhandle Eastern Corporation, dated November 21, 1990. 10.12* Bill of Sale and Assumption of Obligations from OKC Limited Partnership, dated April 15, 1992. 10.13* Asset Purchase Agreement, dated April 15, 1992. 10.14* 1992 Incentive Stock Option Plan of Box Energy Corporation. 10.15* 1992 Non-Qualified Stock Option Plan of Box Energy Corporation. 10.16** Pension Plan of Box Energy Corporation, effective April 16, 1992. 10.17# First Amendment to the Pension Plan of Box Energy Corporation dated December 16, 1993. 10.18## Second Amendment to the Pension Plan of Box Energy Corporation dated December 31, 1994. 10.19+ Form of Executive Severance Agreement dated as of December 12, 1995 by and between Box Energy Corporation and key employees. 10.20+ Form of Letter Agreement regarding severance benefits dated as of December 12, 1995 by and between Box Energy Corporation and employees not covered by Executive Severance Agreements. 10.21*** Amended and Restated Promissory Note between Box Energy Corporation and Box Brothers Holding Company. 10.22*** Amended and Restated Pledge Agreement between Box Energy Corporation and Box Brothers Holding Company. 10.23*** Agreement by and between Box Energy Corporation and James A. Watt. 10.24 Box Energy Corporation Severance Plan. 10.25 Box Energy Corporation 1997 Stock Option Plan. 10.26 Box Energy Corporation Non-Employee Director Stock Purchase Plan. 10.27 Form of Executive Employment Agreement effective August 29, 1997, by and between Box Energy Corporation and two executive officers. 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Coopers & Lybrand L.L.P. 27 Financial Data Schedule * Incorporated by reference to the Company's Registration Statement on Form S-2 (file number 33-52156) filed with the Commission and effective on December 1, 1992. ** Incorporated by reference to the Company's Form 10-K (file number 0-19967) for the fiscal year ended December 31, 1992 filed with the Commission and effective on or about March 30, 1993. # Incorporated by reference to the Company's Form 10-K (file number 0-19967) for the fiscal year ended December 31, 1993 filed with the Commission and effective on or about March 30, 1994. ## Incorporated by reference to the Company's Form 10-K (file number 0-19967) for the fiscal year ended December 31, 1994 filed with the Commission and effective on or about March 30, 1995. + Incorporated by reference to the Company's Form 10-K (file number 0-19967) for the fiscal year ended December 31, 1995 filed with the Commission and effective on or about April 1, 1996. ++ Incorporated by reference to the Company's Form 10-K (file number 1-11516) for the fiscal year ended December 31, 1996 filed with the Commission and effective on or about March 31, 1997. *** Incorporated by reference to the Company's Form 10-Q (file number 1-11516) for the fiscal quarter ended June 30, 1997 filed with the Commission and effective on or about August 12, 1997. EX-3.2 3 Exhibit 3.2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF BOX ENERGY CORPORATION Box Energy Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That at a meeting of the Board of Directors of Box Energy Corporation, resolutions were duly adopted, setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling the annual meeting of stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows: RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "First" so that as amended said Article shall be and read as follows: "The name of the corporation is REMINGTON OIL AND GAS CORPORATION." SECOND: That thereafter, pursuant to resolution of its Board of Directors, the annual meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said Box Energy Corporation has caused this certificate to be signed by James A. Watt, its authorized officer, this 4th day of December, 1997. By: Name: James A. Watt Title: President and Chief Operating Officer EX-10.24 4 Exhibit 10.24 BOX ENERGY CORPORATION SEVERANCE PLAN I. DEFINITIONS AND CONSTRUCTION 1.1 Definitions. Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary. (a) "Base Pay" shall mean the annual rate of base compensation paid by the Company to a Covered Employee (including amounts which the Covered Employee could have received in cash had he not elected to contribute to an employee benefit plan maintained by the Company), excluding overtime pay, bonuses, employee benefits, automobile allowances, added premiums, differentials, and all forms of incentive compensation. Base Pay shall be determined effective as of the date of the Covered Employee's Involuntary Termination. A "Month's Base Pay" shall mean Base Pay divided by twelve. (b) "Committee" shall mean the committee appointed by the Company to administer the Plan. (c) "Covered Employee" shall mean any individual who, on or after the Effective Date, is a regular employee of the Company and who is scheduled to work 80% or more of a full-time schedule other than (1) any individual who is a nonresident alien, (2) any individual who is not on the Company's United States payroll and (3) any individual who the President of the Company determines is not eligible or is no longer eligible to be a Covered Employee provided that such determination shall be effective only upon delivery to such individual of written notice of such ineligibility for Plan coverage. (d) "Effective Date" shall mean November 1, 1997. (e) "Company" shall mean Box Energy Corporation or its successor, and, for the period from May 13, 1981 through April 15, 1992, CKB & Associates, Inc. (f) "Directors" shall mean the Board of Directors of the Company. (g) "Involuntary Termination" shall mean any termination, on or after the Effective Date, of a Covered Employee's employment with the Company which does not result from a resignation or retirement by the Covered Employee; provided, however, the term "Involuntary Termination" shall not include: (1) a Termination for Cause; (2) a termination as a result of the Covered Employee's death; (3) any termination as the result of the Covered Employee's disability under circumstances entitling him to benefits under the Company's short-term or long-term disability plans; or (4) any termination which the Company expects to be of short duration and pursuant to which the Covered Employee is subject to reemployment with the Company within a reasonable period of time (as determined by the Committee). (h) "Severance Amount" shall mean: (1) with respect to a particular Covered Employee who is classified by the Company as a non-exempt employee, an amount equal to the greater of (A) 2 Months' Base Pay or (B) 1/2 Month's Base Pay for each of such Covered Employee's Years of Service up to 6 Years of Service; (2) with respect to a particular Covered Employee who is classified by the Company as an exempt employee but not classified as an executive for purposes of the Plan, an amount equal to the greater of (A) 6 Months' Base Pay or (B) 1 Month's Base Pay for each of such Covered Employee's Years of Service up to 9 Years of Service; and (3) with respect to a Covered Employee who is an exempt employee who is classified as an executive for purposes of the Plan, the greater of (A) 12 Months' Base Pay or (B) 1 Month's Base Pay for each of such Covered Employee's Years of Service up to 18 Years of Service. (i) "Termination for Cause" shall mean any termination of a Covered Employee's employment with the Company by reason of the Covered Employee's (1) conviction of any felony or of a misdemeanor involving moral turpitude, (2) material failure to perform his duties or responsibilities in a manner satisfactory to the Company, (3) engagement in conduct which is injurious (monetarily or otherwise) to the Company or any of its affiliates (including, without limitation, misuse of the Company's or an affiliate's funds or other property), (4) engagement in business activities which are in conflict with the business interests of the Company, (5) insubordination, (6) engagement in conduct which is in violation of the Company's safety rules or standards or which otherwise causes injury to another employee or any other person, (7) engagement in conduct which is in violation of any policy or work rule of the Company or (8) engagement in conduct which is in violation of the Company's guidelines for appropriate employee conduct or which is otherwise inappropriate in the office or work environment. (j) "Year of Service" shall mean, with respect to a particular Covered Employee, each full year of such Covered Employee's continuous employment by the Company from his most recent date of hire to the date his employment is subject to an Involuntary Termination. 1.2 Number and Gender. Wherever appropriate herein, words used in the singular shall be considered to include the plural and the plural to include the singular. The masculine gender, where appearing in this Plan, shall be deemed to include the feminine gender. 1.3 Headings. The headings of Articles and Sections herein are included solely for convenience and if there is any conflict between such headings and the text of the Plan, the text shall control. II. SEVERANCE BENEFITS 2.1 Severance Benefits. Subject to the provisions of Section 2.2 hereof, if a Covered Employee's employment by the Company shall be subject to an Involuntary Termination and such Covered Employee is not entitled to severance benefits under an individual contract, agreement or arrangement, then the Covered Employee shall be entitled to a lump sum cash payment within a reasonable period of time after his termination of employment in an amount equal to the Severance Amount. Severance Amount payments provided herein shall be subject to any required tax withholding. If a Covered Employee is entitled to severance benefits under an individual contract, agreement or arrangement or claims entitlement to severance benefits under such contract, agreement or arrangement, such Covered Employee shall not be entitled to any Severance Amount pursuant to the preceding sentence but shall instead be entitled to severance benefits in such amount and form as are provided pursuant to the terms of such contract, agreement or arrangement (which contract, agreement or arrangement is hereby incorporated by reference and made a part of this Plan). 2.2 Release and Full Settlement. As a condition to the receipt of any severance payment hereunder, the Company, in its sole discretion, may require a Covered Employee whose employment by the Company has been subject to an Involuntary Termination to first execute a release, in the form established by the Company, releasing the Company, its shareholders, partners, officers, directors, employees, attorneys and agents from any and all claims and from any and all causes of action of any kind or character, including, but not limited to, all claims or causes of action arising out of such Covered Employee's employment with the Company or the termination of such employment, and the performance of the Company's obligations hereunder and the receipt of the benefits provided hereunder by such Covered Employee shall constitute full settlement of all such claims and causes of action. 2.3 Mitigation. A Covered Employee shall not be required to mitigate the amount of any payment provided for in this Article II by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Article II be reduced by any compensation or benefit earned by the Covered Employee as the result of employment by another employer or by retirement benefits. 2.4 Repayment Upon Reemployment. If a Covered Employee who has received severance benefits pursuant to the first sentence of Section 2.1 above is reemployed by the Company other than on a temporary or part-time basis or as an independent contractor, he shall be required to repay to the Company the following amount: (a) The Severance Amount paid to him by the Company incident to his Involuntary Termination; minus (b) The amount of Months' Base Pay that he would have received from the Company between the date of his Involuntary Termination and the date of his reemployment by the Company had he remained employed by the Company during such period. Any repayment required pursuant to this Section 2.4 shall be made in a single lump sum within thirty days of the Covered Employee's reemployment with the Company; provided, however, that the Company, in its sole discretion, may permit the Covered Employee to tender such repayment by payroll deductions over such period of time as the Company may determine. III. ADMINISTRATION OF PLAN 3.1 Plan Administration. For the purposes of the Plan and the Employee Retirement Income Security Act of 1974, as amended, the plan administrator and named fiduciary of the Plan is the Committee. The Committee shall hold such meetings and establish such rules and procedures as may be necessary to enable it to discharge its duties hereunder. All actions of the Committee shall be recorded by a secretary who need not be a Committee member. The Committee shall have all powers necessary or proper to administer the Plan and to discharge its duties under the Plan, including, but not limited to, the following powers: (a) To make and enforce such rules and regulations as it may deem necessary or proper for the orderly and efficient administration of the Plan; (b) To interpret the Plan, its interpretation thereof in good faith to be final and conclusive on all persons claiming benefits under the Plan; (c) To authorize the payment of benefits under the Plan; (d) To prepare and distribute information explaining the Plan; (e) To appoint or employ persons to assist in the administration of the Plan; and (f) To obtain such information as is necessary for the proper administration of the Plan. The Committee may allocate to others certain aspects of the management, operation and responsibilities of the Plan, including the employment of advisors and the delegation of any ministerial duties or functions to qualified individuals. The Company agrees to indemnify the members of the Committee against all liabilities, damages, costs and expenses (including attorneys' fees and amounts paid in settlement of any claims approved by the Company) occasioned by any act or omission to act in connection with the Plan if such act or omission was in good faith. 3.2 Claims Review. In any case in which a Covered Employee's claim for Plan benefits is denied or modified, the Committee shall: (a) state the specific reason for the denial or modification; (b) provide specific reference to pertinent Plan provisions on which the denial or modification is based; (c) provide a description of any additional material or information necessary for the Covered Employee or his representative to perfect the claim and an explanation of why such material or information is necessary; and (d) explain the Plan's claim review procedure as contained herein. In the event the request is denied or modified, if the Covered Employee or his representative desires to have such denial or modification reviewed, he must, within sixty days following receipt of the notice of such denial or modification, submit a written request for review by the Committee of its initial decision. Within sixty days following such request for review the Committee shall render its final decision in writing to the Covered Employee or his representative stating specific reasons for such decision. If special circumstances require an extension of such sixty-day period, the Committee's decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If an extension of time for review is required, written notice of the extension shall be furnished to the Covered Employee or representative prior to the commencement of the extension period. 3.2 Mandatory Arbitration. Any controversy or claim arising from or relating to a claim for benefits payable by the Plan of a Covered Employee who is not satisfied with the decision of the Committee pursuant to the Plan's claims review procedure, shall be settled by arbitration administered by the American Arbitration Association under its Employee Benefit Plan Claims Arbitration Rules, incorporated by reference herein. The decision of the arbitrator shall be final and binding and judgment on the award may be entered in any court having jurisdiction. In reviewing the decision of the Committee, the arbitrator shall use the standard of review which would be used by a Federal court in reviewing such decision under the provisions of the Employee Retirement Income Security Act of 1974, as amended. The Covered Employee and the Company shall share equally the cost of such arbitration. IV. GENERAL PROVISIONS 4.1 Funding. The benefits provided herein shall be unfunded and shall be provided from the Company's general assets. 4.2 Cost of Plan. The entire cost of the Plan shall be borne by the Company and no contributions shall be required of the Covered Employees. 4.3 Plan Year. The Plan shall operate on a plan year consisting of the twelve consecutive month period commencing on January 1 of each year. 4.4 Amendment and Termination. The Plan may be amended from time to time, or terminated and discontinued, at any time, in each case at the discretion of the Directors; provided, however, that the Plan may not be amended or terminated with respect to any Covered Employee who in October of 1997 agreed to amend his or her individual severance benefit contract, agreement or arrangement to modify the definition of events triggering severance benefit entitlement. A Plan amendment shall be effected by adoption of the Directors of a resolution setting forth such amendment and by execution by the Company's president or his delegatee of a written instrument of Plan amendment. Plan termination shall be effected by adoption by the Directors of a resolution to terminate the Plan and by execution of the Company's president or his delegatee of a written instrument of Plan termination. 4.5 Not Contract of Employment. The adoption and maintenance of the Plan shall not be deemed to be a contract of employment between the Company and any person or to be consideration for the employment of any person. Nothing herein contained shall be deemed to give any person the right to be retained in the employ of the Company or to restrict the right of the Company to discharge any person at any time nor shall the Plan be deemed to give the Company the right to require any person to remain in the employ of the Company or to restrict any person's right to terminate his employment at any time. 4.6 Severability. Any provision in the Plan that is prohibited or unenforceable in any jurisdiction by reason of applicable law shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 4.7 Nonalienation. Covered Employees shall not have any right to pledge, hypothecate, anticipate or assign benefits or rights under the Plan, except by will or the laws of descent and distribution. 4.8 Governing Law. The Plan shall be interpreted and construed in accordance with the laws of the State of Texas except to the extent preempted by federal law. IN WITNESS WHEREOF, the Company has executed this Plan this 22 day of October, 1997. BOX ENERGY CORPORATION By /S/ James A. Watt EX-10.25 5 Exhibit 10.25 BOX ENERGY CORPORATION 1997 STOCK OPTION PLAN 1. Purpose. The purpose of this 1997 Stock Option Plan (the "Plan") is to advance the interests of Box Energy Corporation (the "Company") by encouraging certain employees of the Company and its subsidiaries and non- employee directors of the Company to acquire a proprietary interest in the Company through ownership of Class B Common Stock of the Company (the "Common Stock") and thereby to provide such employees and directors additional incentives in the success of the Company, to encourage such employees to remain with the Company and to attract other qualified persons to become employees. 2. Administration. The Plan shall be administered by a Committee (the "Committee") appointed by the Board of Directors of the Company (the "Board of Directors"), which Committee shall be composed of not less than two directors of the Company who each qualify as (i) a "Non-Employee Director" under Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any successor provision and (ii) an "outside director" under Treasury Regulations Section 1.162-27 promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision. Subject to the provisions of the Plan, the Committee is authorized to determine participants to whom options will be granted, the times at which options will be granted, the periods during which they will be exercisable, and the number of shares, the exercise price and other terms and conditions of such options. The Committee shall have full and final authority to interpret the Plan and options granted thereunder, to prescribe, amend and rescind rules and regulations relating to the Plan and the options, and to make other determinations necessary or advisable for the administration of the Plan, all of which determinations shall be conclusive and binding on all persons. A majority of the Committee shall constitute a quorum, and the Committee shall act pursuant to a majority vote or by unanimous written consent. The Board of Directors also may grant options to directors and employees under the Plan, and any authority and discretion provided to the Committee with respect to the granting of stock options by the Committee hereunder shall also apply to the Board of Directors with respect to stock options granted by the Board of Directors. 3. Eligibility. Directors of the Company, and such key employees of the Company and any of its subsidiaries as the Committee shall determine from time to time, shall be eligible to be granted options under the Plan. 4. Stock Subject to Options. The aggregate number of shares of Common Stock that may be issued upon the exercise of options granted under the Plan shall not exceed 2,750,000, subject to adjustment under the provisions of paragraph 12. In addition, the maximum number of shares of Common Stock that may be issued to any individual under the Plan shall be 275,000, subject to adjustment under the provisions of paragraph 12. Such shares of Common Stock may be either authorized but unissued shares or previously issued shares that shall have been reacquired by the Company. If any outstanding option under the Plan is forfeited, expires or is terminated for any reason, the shares of Common Stock subject to the unexercised portion of such option shall again be available for issuance pursuant to the grant of stock options. 5. Types of Options. Options granted pursuant to the Plan may be either "incentive stock options" under Section 422 of the Code or "non- qualified stock options" that do not qualify as incentive stock options. The Committee shall have full authority to determine which options, if any, shall be incentive stock options and which shall be non-qualified stock options. The grant of an option under the Plan shall be evidenced by a written agreement executed by the Company and the optionee, in such form and containing such terms and conditions as the Committee may determine, subject to the provisions and limitations contained in the Plan. 6. Transferability of Options. The Committee may in its discretion provide in any stock option agreement that all or a portion of such option may be transferred by the optionee on such terms and subject to such limitations set forth in the stock option agreement. Unless a stock option agreement specifically permits transfer of an option, no option shall be transferable by the optionee otherwise than by will or the laws of descent and distribution, and each option shall be exercisable during the lifetime of the optionee only by the optionee or by his or her guardian or legal representative. 7. Allotment of Shares; Exercise Price. The Committee shall determine, subject to the limitations set forth in paragraph 4, the total number of shares covered by each option and the exercise price therefor (which may not be less than the par value of the Common Stock) to be granted to each optionee under the Plan. The exercise price with respect to incentive stock options shall not be less than the Fair Market Value (as hereinafter defined) on the date of grant, nor less than 110% of such Fair Market Value in the case of any incentive stock option granted to any individual who, at the time the option is granted, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, any of its subsidiaries or its parent. "Fair Market Value" of the Common Stock as of any date shall be the closing price on such date (or if no trades occurred on such date on the next preceding day on which trading occurred) as reported for consolidated transactions on the principal national securities exchange on which the Common Stock is listed or admitted to trading or on the NASDAQ National Market System or SmallCap Market System, or if not so listed or admitted to trading, the average of the high bid and low asked prices of the Common Stock on such date in the over-the-counter market as reported by the NASDAQ reporting system or other system then in use. 8. Term of Option. Each option shall be granted for such term as the Committee shall determine; provided, that no option shall be exercisable more than 10 years after the date of grant, and no incentive stock option granted to an individual who, at the time the option is granted, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, any of its subsidiaries or its parent shall by its terms be exercisable more than five years from the date of grant. 9. Exercises. Except as otherwise set forth herein, each option shall be exercisable over such period and at such times as the Committee shall determine. In addition to any other limitations set forth herein, the aggregate Fair Market Value of the shares of Common Stock with respect to which incentive stock options are exercisable for the first time by an optionee in any calendar year (under all plans of the Company and its subsidiaries and its parent) shall not exceed $100,000. No option shall be exercised for fewer than 100 shares unless the remaining shares purchasable under the option are fewer than 100 shares. The Committee may provide in any stock option agreement that upon a Change in Control (as hereinafter defined) all previously granted, unexpired options of an optionee will immediately become fully exercisable to the extent of shares then covered by such option. A "Change in Control" shall mean any of the following events: (i) a merger or consolidation to which the Company is a party if the individuals and entities who were stockholders of the Company immediately prior to the effective date of such merger or consolidation have beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of less than 50% of the total combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation; (ii) the acquisition or holding of direct or indirect beneficial ownership (as defined under Rule 13d-3 of the Exchange Act) of securities of the Company representing in the aggregate 30% or more of the total combined voting power of the Company's then issued and outstanding voting securities by any person, entity or group of associated persons or entities acting in concert, other than S-Sixteen Holding Company, any employee benefit plan of the Company or of any subsidiary of the Company, or any entity holding such securities for or pursuant to the terms of any such plan, beginning from and after such time as S-Sixteen Holding Company shall no longer have direct or indirect beneficial ownership (as so defined) of securities of the Company representing in the aggregate a larger percentage of the total combined voting power of the Company's then issued and outstanding securities than that held by any other person, entity or group; (iii) the sale of all or substantially all of the assets of the Company to any person or entity that is not a wholly owned subsidiary of the Company; or (iv) the approval by the stockholders of the Company of any plan or proposal for the liquidation of the Company or its material subsidiaries, other than into the Company. (10) Payment for Shares. (a) Purchase Price. The purchase price of each share of Common Stock purchased upon the exercise of any option granted hereunder shall be paid in full at the time of such purchase, and a stock certificate representing such shares shall be delivered therefor. Until the stock certificate for such shares is issued in the optionee's name, such optionee will have no rights of a stockholder of the Company. Payment may be made in whole or in part in cash or, unless the Committee shall object, in common stock of the Company previously owned by the optionee for such period as the Committee may require, valued at Fair Market Value on the day preceding the date of exercise. (b) Tax Withholding. It shall be a condition to the performance of the Company's obligation to issue or transfer shares of Common Stock upon exercise of an option that the optionee pay, or make provision satisfactory to the Company for the payment of, any taxes which the Company is obligated to collect with respect to the issuance or transfer of such shares. The Committee may provide the optionee with the right to satisfy federal or state tax obligations by delivery of previously owned shares, or electing to have the Company withhold shares otherwise issuable upon exercise of a non-qualified stock option, the Fair Market Value of which does not exceed the amount required to cover the federal or state tax obligation (including FICA) incurred in connection with the exercise of such option. 11. Termination of Options. (a) Death or Disability. In the event of the death or total and permanent disability (as provided in the Company's disability insurance policy, under Company policy or under procedures established by the Committee) of an optionee, any option granted hereunder and held by such optionee may thereafter be exercised, to the extent exercisable on the date of such death or disability, or to such greater extent as the Committee may at any time determine, for a period of one year from the date of death or disability, but in no event after the expiration of the term of such option. (b) Retirement or Resignation with Consent of the Company. In the event of the retirement of an optionee at the normal retirement age in accordance with the retirement policy of the Company, or the resignation of the optionee with the written consent of the Company, or the ceasing to be a member of the Board of Directors in the case of a director who is not an employee of the Company, any option held by such optionee may thereafter be exercised, to the extent exercisable on the date of such retirement, resignation or ceasing to be a director, or to such greater extent as the Committee may at any time determine, for a period of 60 days following the date of such retirement, resignation, or ceasing to be a director, but in no event after the expiration of the term of such option. (c) Other Termination. In the event of a termination of employment of an optionee other than by reason of death, disability, normal retirement or resignation with the written consent of the Company, unless otherwise determined by the Committee, any option granted hereunder and held by such optionee shall, to the extent not previously exercised, forthwith terminate on the date of such termination of employment. 12. Adjustment of Options. In the event of any stock dividend, stock split, combination of shares, merger, consolidation, recapitalization, reclassification or other similar capital or corporate structure change, the number of shares of Common Stock at the time of such change remaining subject to the Plan, the maximum number of shares issuable to any individual, the number of shares subject to any outstanding options and the exercise price thereof and any other relevant provisions of such options shall be appropriately adjusted to reflect such change, and the Committee's determination as to the terms of any such adjustments shall be binding and conclusive on all persons. 13. Effective Date. The Plan shall become effective on the date of approval of the Plan by the holders of a majority of the shares of Class A Common Stock of the Company present at a duly held meeting of stockholders. 14. Amendment. The Board of Directors may at any time suspend or terminate the Plan or amend it from time to time in any respect, except that without the appropriate approval of the holders of Class A Common Stock, no such amendment shall increase the maximum number of shares subject to the Plan, increase the maximum number of shares issuable to any person or change the designation of the class of persons eligible to receive options. 15. Legal Compliance. The obligation of the Company to sell and deliver shares of Common Stock pursuant to the exercise of an option is subject to such compliance as the Company deems necessary or advisable with federal and state laws, rules and regulations applying to the authorization, issuance, listing or sale of securities. The Company may also require in connection with any grant or exercise of an incentive stock option that the optionee agree to notify the Company when making any disposition of the shares received on exercise of such incentive stock option, whether by sale, gift or otherwise, within two years of the date of grant or within one year of the date of exercise. 16. No Employment Right. Nothing contained in the Plan or in any option granted thereunder shall confer upon any optionee any right to continued employment by the Company, any of its subsidiaries or parent, or to continued membership on the Board of Directors, or limit in any way the right of the Company, any of its subsidiaries or its parent to terminate the optionee's employment at any time. The granting of any option hereunder shall impose no obligation upon the optionee to exercise any option. 17. Indemnification. In addition to any other rights of indemnification as members of the Board of Directors of the Company and to the extent permitted by law, the members of the Committee shall be indemnified and held harmless by the Company against all loss, damage and expenses, including reasonable attorneys' fees, actually and reasonably incurred in connection with the defense of any action, suit or proceeding to which any of them may be a party by reason of any action taken or any failure to act under or in connection with the Plan or any option granted thereunder, and against all amounts paid by them in settlement thereof approved by legal counsel to the Company, provided that such members shall have notified the Company promptly after the institution of any such action, suit or proceeding. EX-10.26 6 Exhibit 10.26 BOX ENERGY CORPORATION NON-EMPLOYEE DIRECTOR STOCK PURCHASE PLAN 1. Purpose. The Purpose of this Non-Employee Director Stock Plan is to advance the interests of Box Energy Corporation (the "Company") by encouraging non-employee directors of the Company to acquire a greater proprietary interest in the Company through ownership of Class B Common Stock of the Company (the "Common Stock"). References to a "director" herein shall mean a non-employee director. 2. Election to Receive Stock. Each member of the Board of Directors of the Company who is not an employee of the Company may elect once each year prior to January 1, to be effective for the following year and until a new election is made, to receive all or a portion of the fees payable to such director in cash or in lieu of cash (if not all of the cash amount, in increments of $1,000) in restricted shares of Common Stock. The number of restricted shares of Common Stock issuable in accordance with an election hereunder shall be equal to the product of 1.5 multiplied by the dollar amount of cash that will instead be received in restricted shares, divided by the Fair Market Value of the Common Stock on the date (or scheduled date) of payment of the applicable fee, with any fraction of a share rounded down to a whole number. "Fair Market Value" of the Common Stock as of any date shall be the closing price on such date (or if no trades occurred on such date on the next preceding day on which trading occurred) as reported for consolidated transactions on the principal national securities exchange on which the Common Stock is listed or admitted to trading or on the NASDAQ Market System, or if not so listed or admitted to trading, the average of the high bid and low asked prices of the Common Stock on such date in the over-the-counter market as reported by the NASDAQ reporting system or other system then in use. 3. Issuance of Shares. On each quarterly payment date of directors' fees at which an election to receive restricted shares of Common Stock is effective, for each director so electing a stock certificate evidencing the appropriate number of restricted shares shall be issued and registered in the name of the director. The stock certificates evidencing such shares shall be held in custody by the Company until the restrictions thereon shall have lapsed, after which such certificates shall be delivered to the appropriate director. The Company shall not be required to issue shares hereunder until such shares have been listed or admitted to trading on the appropriate stock exchange or trading market and the Company has complied with applicable federal and state securities laws. 4. Restrictions. Each share of Common Stock issued to a director pursuant to the Plan may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of until a period of one year from the date of issuance or, if earlier, on the date of termination of such director as a member of the Board of Directors as a result of his death, disability, removal or failure to be nominated for an additional term as a member of the Board of Directors. 5. Voting and Dividend Rights. During the period in which the restrictions provided herein are applicable to the shares of Common Stock, the director shall have the right to vote such shares and to receive any dividends paid in cash or other property with respect to such shares. Shares of Common Stock distributed by the Company as a result of any stock dividend, stock split, reclassification or other similar capital or corporate structure change shall be subject to the same restrictions as the shares with respect to which they were distributed. 6. Termination of Plan. The Plan may be terminated at any time upon a vote of the Board of Directors to terminate the Plan. Upon termination of the Plan, restrictions on shares of Common Stock shall continue in effect and shall lapse in accordance with the terms of the Plan at the time of issuance of such shares. 7. Effective Date. The Plan shall become effective on the date of approval of the Plan by the holders of a majority of the shares of Class A Common Stock of the Company present at a duly held meeting of stockholders. EX-10.27 7 Exhibit 10.27 Form of Executive Employment Agreement. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into to be effective as of the 29th day of August, 1997, by and between BOX ENERGY CORPORATION, a Delaware corporation (the "Company"), and (the "Employee"). In consideration of the mutual promises and covenants herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Employee agree as follows: 1. Employment. The Company hereby employs the Employee as its upon the terms and conditions and for the compensation herein provided, and the Employee agrees to be so employed and to render the services as specified. 2. Term of Employment. The term of this Agreement will be for a period of two (2) years from the date of this Agreement unless sooner terminated in accordance with Section 5 hereof (the "Term"). Upon expiration of the Term, all obligations under this Agreement shall cease except as otherwise provided in Section 11 hereof. This Agreement may only be renewed by a written agreement signed by both parties. In the absence of such a written agreement or other written employment agreement signed by both parties, following the expiration of the Term, the Employee or the Company may terminate Employee's employment with or without notice and with or without reason. 3. Duties. During the Term, the Employee agrees to devote his full and exclusive business time and attention to the business of the Company or any subsidiary or affiliate thereof, except for vacations and sick leave and charitable, education and civic activities that do not detract from the performance of his duties hereunder, in a professional and prudent manner in accordance with the Company's policy consistent with the Employee's position, and to devote his skill, energy, experience and judgment to perform all duties carefully, efficiently and to the satisfaction of the Company. The Employee shall have all the requisite powers and agrees to perform all of the duties associated with his position, subject to such policies and guidelines as may be established by the Company and agreements to which the Company is a party. The Employee agrees not to engage in any other activity or own any interest that would conflict with the interests of the Company or would interfere with the Employee's responsibilities to the Company and the performance of his duties hereunder. 4. Compensation. During the period of employment, the Company will compensate the Employee as follows: (a) Salary. The Company will pay the Employee for services rendered a base salary at the rate of DOLLARS ($ ) per year, subject to such withholding of taxes and other amounts as may be required by law, such salary to be paid in equal periodic installments in accordance with the Company's normal salary payment dates for employees. Salary will be reviewed annually and may be increased at the sole discretion of the Board of Directors or their designee. (b) Bonus. In addition to base salary, the Employee may receive an annual performance bonus, based on performance goals and targets as determined in the sole discretion of the Board of Directors or their designee. Because such bonus is discretionary, Employee is not guaranteed any annual performance bonus during any year of employment under this Agreement. (c) Benefits. During the period of employment hereunder, the Employee may participate in all employee benefit plans and programs for employees generally that the Company has in effect on the date hereof or may hereafter establish in the future in its sole and absolute discretion, subject to the terms of those plans and programs, but the Company shall not be required to establish any such plan or program and may discontinue any existing plan or program at any time. (d) Reimbursements and Expenses. The Company will reimburse the Employee for reasonable and necessary expenses incurred by the Employee on the Company's business in accordance with such procedures as the Company may from time to time establish, including documentation of such expenses by the Employee. 5. Termination. (a) Death or Disability. The employment of the Employee shall terminate immediately upon the death of the Employee. If Employee becomes disabled and is unable to perform the essential functions of the Employee's position or another vacant, existing position for which he is qualified with or without reasonable accommodation, the Company may terminate the employment of the Employee by written notice to the Employee, which termination shall be effective upon the date of sending of such notice. (b) Termination With or Without Cause. The Company may terminate the employment of the Employee with or without Cause by written notice to the Employee, which termination shall be effective upon the date of sending of such notice. "Cause" shall mean any termination of Employee's employment with the Company by reason of the Employee's (1) conviction of any felony or of a misdemeanor involving moral turpitude, (2) material failure to perform his duties or responsibilities in a manner satisfactory to the Company, (3) engagement in conduct which is injurious (monetarily or otherwise) to the Company or any of its affiliates (including, without limitation, misuse of the Company's or any of its affiliate's funds or other property), (4) engagement in business activities which are in conflict with the business interests of the Company, (5) insubordination, (6) engagement in conduct which is in violation of the Company's safety rules or standards or which otherwise causes injury to another employee or any other person, (7) engagement in conduct which is in violation with the guidelines for appropriate employee conduct as described in the Company's employee handbook or which is otherwise inappropriate in the office or work environment. (c) Resignation With or Without Reason. The Employee may terminate employment with or without reason and without notice; provided that if Employee purports to terminate his employment for "Good Reason," a "Good Reason" shall only exist upon the occurrence and continuation for a period of thirty (30) days after written notice to the Company from the Employee of any failure to pay, or any reduction of, the Employees' salary or reduction in the Employee's participation in Company benefit plans or programs that are then available to employees generally. 6. Termination Payments. Upon the termination of the employment of the Employee prior to the expiration of the Term, the Employee shall be entitled to the following: (a) Death, Disability, For Cause or Resignation Without Good Reason. In the event of the termination of the Employee's employment by reason of death or disability pursuant to Section 5(a) hereof, the termination of the Employee's employment by the Company for Cause pursuant to Section 5(b) hereof, or the resignation of the Employee without Good Reason pursuant to Section 5(c) hereof, then the Employee shall be entitled to receive: (i) all salary which is accrued and unpaid as of the date of such termination; (ii) all unpaid accumulated and accrued benefits due under any benefit plan or program in which the Employee was a participant; and (iii) all payments due with respect to accrued and unpaid reimbursable expenses incurred by the Employee prior to the date of such termination of employment. (b) Without Cause or For Good Reason. In the event of the termination of the Employee's employment by the Company without Cause or the termination of employment by the Employee for Good Reason, then the Employee shall be entitled to receive a lump-sum cash severance payment equal to two times the amount of the Employee's then current annual base salary provided that Employee signs the Complete Release attached hereto as Exhibit "A" within the forty-five (45) day period immediately following the termination of Employee's employment. (c) Severance Payment Governed by Severance Plan. Employee acknowledges and agrees that the Company's severance obligations pursuant to Section 6(b) hereof constitute an individual severance agreement governed by the Company's Severance Plan. Employee further understands that the Company's severance obligations pursuant to Section 6(b) hereof are the Company's sole severance obligations to him during the Term of the Agreement, that, in accordance with the terms of the Severance Plan, he will not be entitled to any other severance under the Severance Plan because of this individual severance agreement, and that any dispute relating to the Company's severance obligations pursuant to Section 6(b) hereof shall be subject to the claims resolution procedure of the Severance Plan. 7. Nondisclosure. (a) The Employee hereby acknowledges that in connection with employment by the Company, the Employee will be exposed to and may obtain certain information, including, without limitation, information, trade secrets, formulae, technical data and know-how regarding the business and the operations of the Company (collectively, "Confidential Information"); Confidential Information, however, shall not include information disclosed or otherwise made available to the general public, information disclosed to third parties by the Company without restriction on such third parties, and information released from confidential treatment by written consent of the Company. The Employee further acknowledges that such Confidential Information is unique, valuable, considered trade secrets, and deemed proprietary by the Company. (b) The Employee agrees that all Confidential Information is and will remain the property of the Company. The Employee further agrees, for the duration of the Term and thereafter, to hold in strictest confidence all Confidential Information, and not, directly or indirectly, to duplicate, sell, use, lease, commercialize, disclose or otherwise divulge to any person or entity any portion of the Confidential Information or use any Confidential Information for the Employee's benefit or profit or allow any person, entity or third party, other than the Company and its authorized employees, to use or otherwise gain access to any Confidential Information. (c) All written Confidential Information and all memoranda, notes, records or other documents made or compiled by, or otherwise made available to, the Employee concerning the business of the Company or its affiliates shall be the Company's property and shall be delivered to the Company upon the termination of the Employee's employment hereunder or at any time upon the request of the Company. The Employee shall not at any time have or claim any right, title or interest in any material or matter of any sort prepared for or used in connection with the business or promotion of the Company or its affiliates. 8. Non-Solicitation. The Employee further agrees that during employment by the Company and for a period of one year after termination of employment, except when acting on behalf of the Company, the Employee will not, directly or indirectly, in any manner or capacity induce any person, who at any time during the Employee's employment was an employee of the Company, to discontinue his or her employment in the Company or to interfere with the business of the Company. 9. Alternative Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement, the breach thereof, Employee's employment or the termination thereof (including without limitation any claims under federal, state, or local employment discrimination laws, wrongful discharge claims of whatever nature and any claims of tort or contractual restriction) shall be settled by binding arbitration before the American Arbitration Association in accordance with its National Rules for the Resolution of Employment Disputes or, in the event of a dispute relating to an employee benefit plan (including whether a severance payment is due pursuant to Sections 6(b) hereof), in accordance with its Employee Benefit Plan Claims Arbitration Rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. 10. Assignment. The Employee may not delegate the performance of any of the Employee's obligations or duties hereunder, or assign any rights hereunder. Any such purported delegation or assignment shall be null and void and of no force or effect. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the respective successors and assigns of the parties hereto. 11. Survival of Covenants. Notwithstanding anything to the contrary contained in this Agreement, upon the expiration of the Term or in the event this Agreement is terminated for any reason whatsoever, the covenants and agreements of the Employee contained in Sections 7, 8 and 9 hereof, shall survive any such expiration or termination and shall not lapse. 12. Severability. In case any one or more provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement; this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 13. Modification/Amendment. Neither this Agreement nor any provisions hereof may be waived, modified, amended, changed, discharged, or terminated except by an agreement in writing signed by both parties hereto. 14. Waiver of Default. Any waiver by either party of a breach of any provision in this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof. 15. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ITS RULES REGARDING CONFLICT OF LAWS. 16. Entire Agreement. This Agreement represents the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements and understandings with respect to such subject matter. 17. Notices. Notices given pursuant to the provisions of this Agreement shall be in writing and shall be deemed given upon receipt if personally delivered or sent by facsimile transmission, or three days after deposit if sent by certified mail, return receipt requested, to the following addresses: To the Company: Box Energy Corporation 8201 Preston Road, Suite 600 Dallas, Texas 75225-6211 Attention: President Fax Number: (214) 890-8030 To the Employee: ---------------------------- ---------------------------- ---------------------------- or such other address as shall be furnished in writing by either party to the other party. 18. Headings. Section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 19. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective as of the day and year first above written. BOX ENERGY CORPORATION, a Delaware corporation By: ----------------------------- James A. Watt President and Chief Operating Officer EMPLOYEE --------------------------------- EXHIBIT "A" (to Employment Agreement with ) ---------------------- AGREEMENT FOR SEVERANCE PAYMENT, RELEASE AND NON-DISCLOSURE WHEREAS, has been employed by Box Energy Corporation pursuant to an Employment Agreement, which became effective August 29, 1997; WHEREAS, pursuant to the terms of that Employment Agreement, Box Energy Corporation has agreed to pay a severance payment provided that he executes this agreement for severance payment, release and non-disclosure within forty-five (45) days after his discontinuation of employment and otherwise qualifies for the severance payment under the terms of the Employment Agreement; WHEREAS, his employment was discontinued effective ; WHEREAS, , on behalf of himself and his spouse (if any) and his heirs, successors, assigns, agents, representatives, and related persons (hereinafter collectively referred to as "EMPLOYEE"), and Box Energy Corporation, on behalf of itself and its parent, subsidiaries and affiliated companies, and on behalf of their directors, officers, partners, employees, agents, attorneys, shareholders, representatives and related persons and entities (including, without limitation, J. R. Simplot and any affiliates thereof) (hereinafter collectively referred to as "EMPLOYER") wish to enter this agreement for a severance payment and for a release, waiver, and non-disclosure (hereinafter referred to as the "Agreement"); NOW THEREFORE, in consideration of the mutual covenants set forth herein, EMPLOYER and EMPLOYEE agree as follows: 1. EMPLOYEE hereby agrees to accept a severance payment in the amount of DOLLARS ($ ) less applicable taxes and withholdings. EMPLOYEE is not entitled to the severance payment under this Paragraph one (1) unless he executes this Agreement within the forty-five (45) day period immediately following his discontinuation of employment and does not revoke it as provided in Paragraph fifteen (15) hereof. 2. In consideration of the severance payment, EMPLOYEE hereby irrevocably and unconditionally releases EMPLOYER from any and all claims and causes of action, known or unknown, and damages, arising in any way from EMPLOYEE's employment with EMPLOYER and the discontinuation thereof that have arisen through the date of this Agreement. In consideration of the severance payment, EMPLOYEE waives all claims and causes of action against EMPLOYER and all damages, if any, that may be recoverable. This release and waiver of all claims and damages includes, but is not limited to, any tort or claim of contractual restriction relating to EMPLOYEE's employment or the discontinuation thereof, any claim of wrongful discharge, any claim of negligence, and all rights under federal, state or local law prohibiting race, sex, age, religion, national origin, handicap, disability or other forms of discrimination, including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Texas Commission on Human Rights Act, as amended, any other state or local human rights laws, Worker's Compensation laws, the Employee Retirement Income Security Act, as amended, the Family Medical Leave Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended, the Fair Labor Standards Act, as amended, and the National Labor Relations Act, as amended. 3. This Agreement does not release or waive EMPLOYEE's rights, if any, as an employee (1) to any vested benefits under a benefit plan (including the Pension Plan of Box Energy Corporation and the Box Energy Corporation Prototype Cash or Deferred Profit Sharing Plan ("401K Plan")) which by its terms specifically provides for the vesting of benefits, (2) to convert any insured benefits under an employee benefit plan to the extent that the plan allows conversion, (3) to maintain his medical insurance in force provided by the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA); or (4) to exercise any applicable stock options awarded to EMPLOYEE. 4. It is expressly understood and agreed that this Agreement is not and shall not be construed as an admission of liability on the part of EMPLOYER, which expressly denies that it is liable. 5. For one year following the date EMPLOYEE executes this Agreement, EMPLOYEE will not, directly or indirectly, communicate with any reporters, broadcasters, or any other part of the media about EMPLOYER. EMPLOYEE hereby covenants that for two years following the date EMPLOYEE executes this Agreement, he will not, directly or indirectly, make any negative or disparaging communication about EMPLOYER, except for truthful testimony given under oath in the course of administrative or judicial proceedings. If EMPLOYEE violates the covenant in this paragraph, then he shall be liable to and shall tender to EMPLOYER an amount equal to fifty percent (50%) of the total severance amount set forth in Paragraph one (1) of this Agreement. 6. EMPLOYEE agrees to preserve the confidentiality of all of the terms of this Agreement save and except as provided for herein. EMPLOYEE shall not acknowledge and/or disclose the existence of this Agreement and shall not divulge any of the terms of this Agreement to anyone; provided, however, that EMPLOYEE may disclose the terms of this Agreement (1) to his spouse, if any, (2) to his attorney and/or professional tax advisor/preparer, if any, and federal, state, and local income taxing authorities, for the limited purpose of obtaining professional tax advice and filing tax returns, (3) when compelled to do so by court order or other sufficient legal process, or (4) if necessary to enforce the terms of this Agreement. If EMPLOYEE violates the covenant in this paragraph, then he shall be liable to and shall tender to EMPLOYER an amount equal to fifty percent (50%) of the total severance amount set forth in Paragraph one (1) of this Agreement. 7. In any suit pertaining to this Agreement, venue shall lie exclusively with the courts of Dallas County, Texas and the laws of the State of Texas shall govern the suit. 8. In any suit to enforce the terms of this Agreement, the prevailing party shall recover its reasonable attorney's fees, expert witness fees, and court costs. 9. The failure by any party to this Agreement to enforce at any time, or for any period of time, any one or more of the terms or conditions of this Agreement shall not be a waiver of such terms or conditions or of such party's right thereafter to enforce each and every term and condition of this Agreement. 10. Should any clause, sentence, provision, paragraph or part of this Agreement for any reason whatsoever, be adjudged by any court of competent jurisdiction, or be held by any other competent authority having jurisdiction, to be invalid, unenforceable, or illegal, such judgment or holding shall be confined in its operation to the clause, sentence, provision, paragraph or part of this Agreement directly involved, and the remainder of this Agreement shall remain in full force and effect. 11. Neither this Agreement nor any part thereof is admissible in any administrative or judicial proceeding other than one to enforce the terms of this Agreement. 12. This Agreement shall be fairly construed and interpreted based on its language and without regard to which party authored the Agreement. 13. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous negotiations, representations, agreements, and understandings. No change, modification, or termination of any of the provisions of this Agreement shall be effective unless set forth in a written instrument that is signed by both parties. 14. EMPLOYEE represents that he was given twenty-one (21) or more days to consider this Agreement before signing it, and further that he was advised in writing to consult with an attorney before signing it. 15. Pursuant to the Older Worker Benefit Protection Act, this Agreement cannot become effective and enforceable until seven days following its execution. Hence, the Severance Payment specified in Paragraph one (1) of this Agreement shall not be tendered until seven (7) days have elapsed following the date this Agreement is executed. For seven (7) days following execution of this Agreement, EMPLOYEE may revoke the Agreement. If it is revoked, no Severance Payment will become due and no obligations will arise under this Agreement. If this Agreement is not revoked within seven (7) days of its execution, it then immediately becomes effective and enforceable, and EMPLOYER shall tender the Severance Payment specified in Paragraph one (1) to EMPLOYEE. 16. EMPLOYEE hereby acknowledges that he has read the foregoing document, understands its contents, agrees to its terms and conditions, and that notwithstanding any medical condition, he is of sound mind and competent to enter into this Agreement, and that he has voluntarily and knowingly executed it in the space provided below. EMPLOYER BOX ENERGY CORPORATION, a Delaware corporation By: - --------------- Name: Date executed Its: EMPLOYEE - --------------- -------------------------- Date executed Acknowledgement THE STATE OF TEXAS COUNTY OF DALLAS BEFORE ME, the undersigned notary public, personally appeared , known to me to be that person whose name is subscribed in the foregoing instrument and acknowledged to me that the instrument was executed for the purposes and consideration therein expressed and the capacity therein stated. SUBSCRIBED AND SWORN TO before me on this day of . -------------------------------- Notary Public, State of Texas My Commission Expires: EX-23.1 8 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of Remington Oil and Gas Corporation (formerly Box Energy Corporation), on Form S-4 (File No. 0-19967) of our report dated March 20, 1998 on our audits of the financial statements of Remington Oil and Gas Corporation as of December 31, 1997 and 1996 and for each of the two years in the period ending December 31, 1997. /S/ ARTHUR ANDERSEN LLP Dallas, Texas March 27, 1997 EX-23.2 9 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of Remington Oil and Gas Corporation (formerly Box Energy Corporation), on Form S-4 (File No. 0-19967) of our report dated March 5, 1996, except for the thirteenth paragraph of Note 1 as to which the date is March 27, 1998, on our audit of the financial statements of Remington Oil and Gas Corporation for the year ended December 31, 1995, which report is included in the Annual Report on Form 10-K. /S/ COOPERS & LYBRAND L.L.P. Dallas, Texas March 27, 1998 EX-27 10
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM REMINGTON OIL AND GAS CORPORATION'S FORM 10-K FOR THE ANNUAL PERIOD ENDED DECEMBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000874992 REMINGTON OIL AND GAS CORPORATION 1,000 12-MOS 12-MOS 12-MOS DEC-31-1997 DEC-31-1996 DEC-31-1995 JAN-01-1997 JAN-01-1996 JAN-01-1995 DEC-31-1997 DEC-31-1996 DEC-31-1995 4552 2997 21644 0 32678 24757 12185 8549 8654 0 0 0 0 0 0 18855 46185 55718 223281 190477 168550 144548 116371 93651 98515 136599 145491 15857 7166 8367 38371 55077 55077 0 0 0 0 0 0 20803 20803 20803 23484 53553 61244 98515 136599 145491 57304 65606 54406 61053 70210 59493 52012 61400 37818 67937 74747 47143 0 0 0 0 0 0 5283 4895 4836 (12167) (9432) 7514 14623 (1770) 2122 (26790) (7662) 5392 0 0 0 0 0 0 0 0 0 (26790) (7662) 5392 (1.31) (.37) .26 (1.31) (.37) .26

~~-----END PRIVACY-ENHANCED MESSAGE-----~~