-----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, Ucq/tcDO5wcmNSWUm2Wa3JJTPLSJ5Hwd47mZbGkp51eFHgOfDPOdkaG1DgsbXFt5 BxLyc6TrM3/M9KN3uD3hFA== /in/edgar/work/0000874992-00-000008/0000874992-00-000008.txt : 20001013 0000874992-00-000008.hdr.sgml : 20001013 ACCESSION NUMBER: 0000874992-00-000008 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001012 EFFECTIVENESS DATE: 20001012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REMINGTON OIL & GAS CORP CENTRAL INDEX KEY: 0000874992 STANDARD INDUSTRIAL CLASSIFICATION: [1311 ] IRS NUMBER: 752369148 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-47810 FILM NUMBER: 738887 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 S-8 1 0001.txt As filed with the Securities and Exchange Commission on October , 2000 Registration No. 333-88111 - ----------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REMINGTON OIL AND GAS CORPORATION (Exact name of registrant as specified in its charter) Delaware 75-2369148 (State or other jurisdiction of (IRS employer identification no.) incorporation or organization) 8201 Preston Road, Suite 600, Dallas, Texas 75225-6211 (Address of principal executive offices) (Zip code) Contractual Options to Former Employee (Full Title of the Plan) J. Burke Asher Vice President/Finance Remington Oil and Gas Corporation 8201 Preston Road, Suite 600 Dallas, Texas 75225-6211 (214) 210-2650 (Name, address and telephone number including area code of agent for service) CALCULATION OF REGISTRATION FEE
Title of securities Amount to be Proposed maximum Proposed maximum Amount of to be registered registered offering price aggregate offering registration per share price (1) fee - ------------------- ------------ ------------------ ------------------ ------------ Common Stock 50,000 $9.00 $450,000 $118.80
(1) Estimated pursuant to Rule 457 for purposes of calculating the amount of the registration fee based on the exercise price for the Common Stock stated in the applicable contract. PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents are hereby incorporated by reference in this registration statement: (a) The Annual Report on Form 10-K of Remington Oil and Gas Corporation (the "Company" or the "Registrant") for the year ended December 31, 1999; (b) The Registrant's Quarterly Reports on Form 10-Q for the periods ended March 31, 2000, and June 30, 2000; and (c) The Company's registration statement on Form 8-A registering the Common Stock under the Securities Exchange Act of 1934 (the "Exchange Act") (the "Exchange Act Registration"). In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of the filing of this registration statement, and prior to the filing of a post- effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part thereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. ITEM 4. DESCRIPTION OF SECURITIES Not applicable ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL W. Jefferson Burnett, General Counsel of the Registrant, has passed upon the validity of the Common Stock registered pursuant hereto. Mr. Burnett beneficially owns less than 1% of the outstanding shares of Common Stock of the Company. The financial statements incorporated herein by reference to the Remington Oil and Gas Corporation Annual Report on Form 10-K for the year ended December 31, 1999, have been so incorporated in reliance upon the report of Arthur Anderson LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. The financial statements similarly incorporated herein by reference to all documents subsequently filed by Remington Oil and Gas Corporation pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold, or which reregisters all securities then remaining unsold, are and will be so incorporated by reference in reliance upon the reports of Arthur Anderson LLP, and any other independent accountants, relating to such financial statements and upon the authority of such independent accountants as experts in auditing and accounting in giving such reports to the extent that the particular firm has examined such financial statements and consented to the use of their reports thereon. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation's board of directors to grant, indemnity to directors and officers under certain circumstances for liabilities incurred in connection with their activities in such capacities (including reimbursement for expenses incurred). The Registrant's Certificate of Incorporation, as amended, provides for the elimination of personal liability of its directors to the full extent permitted by the Delaware General Corporation Law. Section 6.4 of the Registrant's By-Laws provides that the Company shall indemnify directors and officers under certain circumstances for liabilities and expenses incurred by the reason of their activities in such capacities. In addition, the Registrant has insurance policies that provide liability coverage to directors and officers while acting in such capacities. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable ITEM 8. EXHIBITS 3.1 Restated Certificate of Incorporation of the Registrant (incorporated by reference from Registrant's Annual Report on Form 10-K for fiscal year ending December 31, 1998). 3.3 By-Laws of the Registrant, as amended (incorporated by reference from Registrant's Annual Report on Form 10-K for fiscal year ending December 31, 1998). 5.1 Opinion of W. Jefferson Burnett, General Counsel of the Registrant. 10.26 Settlement Agreement Between Registrant and Former Employee. 23.1 Consent of W. Jefferson Burnett (included in Exhibit 5.1). 23.2 Consent of Arthur Anderson LLP. 24 Power of Attorney (included in the signature page of this registration statement). ITEM 9. UNDERTAKINGS The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "1933 Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low and the high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-3, Form S-8, or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That for the purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15 (d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of the issue. SIGNATURES The Registrant Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, Texas, on October 6, 2000. REMINGTON OIL AND GAS CORPORATION /s/ J. Burke Asher ------------------------------------------- By: J. Burke Asher, Vice President/Finance Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated. By his signature, each of the following persons authorizes J. Burke Asher and James A. Watt, or either of them, with full power of substitution, to execute in his name and on his behalf, and to file any amendments (including, without any limitation, post-effective amendments) to this registration statement necessary or advisable in the opinion of either of them to enable the Company to comply with the 1933 Act, and any rules, regulations and requirements of the SEC thereunder, in connection with the registration of the additional securities which are the subject of this registration statement. Date: October 6, 2000 /s/ James A. Watt - ----------------------------------------------- James A. Watt Director, President and Chief Executive Officer Date: October 6, 2000 /s/ J. Burke Asher - ----------------------------------------------- J. Burke Asher Vice President/Finance Date: October 6, 2000 /s/ Edward V. Howard - ----------------------------------------------- Edward V. Howard Vice President/Controller Date: October 6, 2000 /s/ David H. Hawk - ----------------------------------------------- David H. Hawk Director, Chairman of the Board Date: October 6, 2000 /s/ Don D. Box - ----------------------------------------------- Don D. Box Director and Executive Vice President Date: October 6, 2000 /s/ John E. Goble, Jr. - ----------------------------------------------- John E. Goble, Jr. Director Date: October 6, 2000 /s/ William E. Greenwood - ----------------------------------------------- William E. Greenwood Director Date: October 6, 2000 /s/ James Arthur Lyle - ----------------------------------------------- James Arthur Lyle Director Date: October 6, 2000 /s/ David E. Preng - ----------------------------------------------- David E. Preng Director Date: October 6, 2000 /s/ Thomas W. Rollins - ----------------------------------------------- Thomas W. Rollins Director Date: October 6, 2000 /s/ Alan C. Shapiro - ----------------------------------------------- Alan C. Shapiro Director EXHIBIT INDEX 3.1 Restated Certificate of Incorporation of the Registrant (incorporated by reference from Registrant's Annual Report on Form 10-K for fiscal year ending December 31, 1998). 3.3 By-Laws of the Registrant, as amended (incorporated by reference from Registrant's Annual Report on Form 10-K for fiscal year ending December 31, 1998). 5.1 Opinion of W. Jefferson Burnett, General Counsel of the Registrant. 10.26 Settlement Agreement Between Registrant and Former Employee. 23.1 Consent of W. Jefferson Burnett (included in Exhibit 5.1). 23.2.1 Consent of Arthur Anderson LLP. 24 Power of Attorney (included in the signature page of this registration statement). EX-5.1 2 0002.txt EXHIBIT 5.1 Remington Oil and Gas Corporation logo 8201 Preston Road Suite 600 Dallas, Texas 75225-6211 October 6, 2000 Remington Oil and Gas Corporation 8201 Preston Road Suite 600 Dallas, Texas 75225-6211 Dear Sirs: With reference to the registration statement on Form S-8 which Remington Oil and Gas Corporation (the "Company") proposes to file with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended, registering 50,000 common shares (par value $0.01 per share) of the Company (the "Shares") which may be offered and sold by the Company under the settlement agreement between the Company and a former employee (the "Settlement Agreement"), I am of the opinion that: 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; 2. all proper corporate proceedings have been taken so that any Shares to be offered and sold which are newly issued have been duly authorized and, upon sale and payment therefor in accordance with the Settlement Agreement and the resolutions of the Board of Directors relating to the offering and sale of common shares thereunder, will be legally issued, fully paid and nonassessable. For purposes of this opinion, I have assumed the authenticity of all documents submitted to me as originals and the conformity of the originals of all documents submitted to me as copies. I have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto, and the due authorization, execution and delivery of all documents by the parties thereto. I hereby consent to the filing of this opinion with the SEC in connection with the registration statement referred to above. Sincerely, /s/ W. Jefferson Burnett ------------------------------- By: W. Jefferson Burnett General Counsel EX-10.26 3 0003.txt EXHIBIT 10.26 SETTLEMENT AGREEMENT, RELEASE AND WAIVER WHEREAS, Thomas D. Box was employed by Box Energy Corporation, and his employment was discontinued effective August 8, 1996; WHEREAS, Thomas D. Box executed a Severance Agreement ("Severance Agreement") on or about December 12, 1995, a copy of which is attached as Exhibit "A"; WHEREAS, Thomas D. Box has filed several lawsuits in state and federal court against Box Energy Corporation (the "Lawsuits"); WHEREAS, Box Energy Corporation denies that it is liable in any fashion to Thomas D. Box, Jr., including for any liabilities asserted in the Lawsuits or for any severance under the Severance Agreement; WHEREAS, the parties have decided to resolve all of their differences and compromise all disputes between them, including, but not limited to the Lawsuits and the Severance Agreement; WHEREAS, in exchange for a Settlement Payment (as hereinafter defined) and other consideration set forth in this Agreement, Thomas D. Box has agreed to release and waive all claims and damages against Box Energy Corporation, its parent corporation, subsidiaries, affiliated companies, directors, officers, partners, employees, agents, attorneys, shareholders, representatives and related persons and entities and to dismiss with prejudice all pending litigation; WHEREAS, in exchange for the releases in Paragraph 4(a) and 4(b) of this Agreement, Box Energy Corporation has agreed to release and waive all claims and damages against Thomas D. Box and his spouse, Lauren Parish; and WHEREAS, Thomas D. Box and Lauren Parish, on behalf of themselves and their heirs, successors, assigns, agents, representatives and related persons and entities (hereinafter collectively referred to as "EMPLOYEE and SPOUSE"), 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 (hereinafter collectively referred to as "EMPLOYER") wish to enter this Settlement Agreement, Release and Waiver (hereinafter referred to as the "Agreement"); NOW THEREFORE, in consideration of the mutual covenants set forth herein, EMPLOYER and EMPLOYEE and SPOUSE agree as follows: 1. EMPLOYEE hereby agrees to accept a settlement payment in the amount of ONE MILLION DOLLARS ($1,000,000), less applicable taxes and withholdings, as severance and an additional amount of TWO HUNDRED THOUSAND DOLLARS ($200,000) for the reimbursement of their attorney's fees (collectively referred to as the "Settlement Payment"). The Settlement Payment is contingent upon the final consummation of all transactions described in the Master Settlement Agreement with J.R. Simplot ("MSA") and shall not be tendered until the Closing, as that term is defined in the MSA. EMPLOYEE further is not entitled to the Settlement Payment under this Paragraph 1 nor to the other consideration set forth in this Agreement unless EMPLOYEE executes this Agreement, and EMPLOYER is not obligated to extend the Settlement Payment under this Paragraph 1 nor to provide the other consideration set forth in this Agreement unless it executes this Agreement. This Agreement may only be executed by the parties on the date of the Closing of the MSA, as that term is defined therein. 2. EMPLOYER will grant to EMPLOYEE an option to purchase 50,000 shares of Class B Common Stock of EMPLOYER at an exercise price of $9.00 per share, exercisable in whole or in part at any time until September 1, 2002 (the "New Option"). EMPLOYER will submit the New Option for approval by the EMPLOYER's stockholders if necessary. EMPLOYEE hereby waives and releases any right to purchase EMPLOYER's stock arising out of the option referred to in footnote (3) under the caption "Ownership of Management" in the EMPLOYER's 1996 Proxy Statement dated October 18, 1996. 3. EMPLOYER assigns to EMPLOYEE all of EMPLOYER's rights, title, and interest in and to the personal property consisting of the computers and related equipment described on Exhibit "B" to this Agreement ("Computer Personal Property"), without recourse, provided, however, EMPLOYER may at its sole option, in lieu of assigning a specific item composing the Computer Personal Property, assign to EMPLOYEE a new item similar to such item of Computer Personal Property. Additionally, EMPLOYER assigns to EMPLOYEE all of EMPLOYER's rights, title, and interest in and to the personal property consisting of the furniture described on Exhibit "C" TO THIS Agreement ("Furniture Personal Property"), without recourse, provided, however, EMPLOYER may at its sole option, in lieu of assigning a specific item composing the Furniture Personal Property, assign to EMPLOYEE an item similar to such item of Furniture Personal Property. All items assigned by EMPLOYER pursuant to this paragraph are assigned to EMPLOYEE on an AS IS basis, without limitation, any warranty of merchantability or fitness for any particular purpose. 4. (a) In consideration of the Settlement Payment, the release in Paragraph 4(c), and other consideration set forth in this Agreement, EMPLOYEE hereby irrevocably and unconditionally releases, acquits and discharges EMPLOYER from any and all claims, demands, causes of action, suits, and damages of whatever kind or character, which he has or may have in the future, based in whole or in part on any conduct, fact, matter, act, omission, cause, transaction, event or thing whatsoever, occurring through the Effective Date (as hereinafter defined) of this Agreement. EMPLOYEE waives all claims and causes of action against EMPLOYER and all damages, if any, that may be recoverable. 4. (b) In consideration of the Release in Paragraph 4(c), set forth in this Agreement, SPOUSE hereby irrevocably and unconditionally releases, acquits and discharges EMPLOYER from any and all claims, demands, causes of action, suits, and damages of whatever kind or character, which she has or may have in the future, based in whole or in part on any conduct, fact, matter, act, omission, cause, transaction, event or thing whatsoever, occurring through the Effective Date (as hereinafter defined) of this Agreement. SPOUSE waives all claims and causes of action against EMPLOYER and all damages, if any, that may be recoverable. 4. (c) In consideration of the releases in Paragraphs 4(a) and 4(b), EMPLOYER hereby irrevocably and unconditionally releases, acquits and discharges EMPLOYEE and SPOUSE from any and all claims, demands, causes of action, suits, and damages of whatever kind or character, which each such person or entity has or may have in the future, based in whole or in part on any conduct, fact, matter, act, omission, cause, transaction, event or thing whatsoever, occurring through the Effective Date of this Agreement. EMPLOYER waives all claims and causes of action against EMPLOYEE and SPOUSE and all damages, if any, that may be recoverable. 5. EMPLOYEE agrees to move to dismiss with prejudice all pending lawsuits that they have filed against EMPLOYER, with each party to bear his, her or its attorney's fees and costs. EMPLOYEE further agrees to move to dismiss the shareholder derivative action EMPLOYEE filed in his representative capacity in Cause No. 96-08451, Tom Box v. Gary Box, Don Box, Doug Box, Box Brothers Holding Company, Inc., CKB Petroleum, Inc. and Box Energy Corporation, in the 193rd Judicial District Court of Dallas County, Texas and to fully cooperate and use his best efforts to do each and every act necessary to obtain the dismissal of such suit with prejudice against all defendants, with each party to bear his, her or its own attorney's fees and costs. 6. EMPLOYEE represents and warrants that the Severance Agreement was not subsequently modified and that, except for the Severance Agreement, he has no other claims for employment compensation or benefits against EMPLOYER. 7. 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. 8. 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. 9. In any suit to enforce the terms of this Agreement, the prevailing party shall recover its reasonable attorney's fees, except witness fees, and reasonable court costs. 10. 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. 11. 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. 12. 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. 13. This Agreement shall be fairly construed and interpreted based on its language and without regard to which party authored the Agreement. 14. 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. 15. EMPLOYEE and SPOUSE hereby acknowledge that they have read the foregoing document, understand its contents, agree to its terms and conditions, and that notwithstanding any medical condition, they are of sound mind and competent to enter into this Agreement, and do so knowingly and of their own free will. They understand that this Agreement includes a final general release as set forth in Paragraphs 4(a) and 4(b) of this Agreement and that they can make no claims as set forth in Paragraphs 4(a) and 4(b) of this Agreement against EMPLOYER. THIS AGREEMENT is entered into to be effective as of the 29th day of August, 1997 ("Effective Date"). EMPLOYER BOX ENERGY CORPORATION a Delaware corporation By: /s/ James A. Watt -------------------------------------- Name: James A. Watt -------------------------------------- Its: President & Chief Operating Officer -------------------------------------- EMPLOYEE and SPOUSE /s/ Thomas D. Box --------------------------------- THOMAS D. BOX /s/ Lauren Parish --------------------------------- LAUREN PARISH Acknowledgement --------------- THE STATE OF TEXAS ) ) COUNTY OF DALLAS ) BEFORE ME, the undersigned notary public, personally appeared THOMAS D. BOX, 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 capacities therein stated. SUBSCRIBED AND SWORN TO before me on this 29th day of August, 1997. ---------------------------------- Notary Public, State of Texas My Commission Expires: - ---------------------- THE STATE OF TEXAS ) ) COUNTY OF DALLAS ) BEFORE ME, the undersigned notary public, personally appeared Lauren Parish, 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 capacities therein stated. SUBSCRIBED AND SWORN TO before me on this 29th day of August, 1997. ---------------------------------- Notary Public, State of Texas My Commission Expires: - ---------------------- Corporate Acknowledgement ------------------------- THE STATE OF TEXAS ) ) COUNTY OF DALLAS ) BEFORE ME, the undersigned notary public, personally appeared James Watt, President of Box Energy Corporation, a Delaware corporation, known to me to be the 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 in the capacity stated therein. SUBSCRIBED AND SWORN TO before me on this 29th day of August, 1997. ---------------------------------- Notary Public, State of Texas My Commission Expires: - ---------------------- EX-23.2.1 4 0004.txt EXHIBIT 23.2.1 CONSENT OF ARTHUR ANDERSEN LLP As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 of our report dated March 28, 2000 included in Remington Oil and Gas Corporation's Form 10-K for the year ended December 31, 1999, and to all references to our firm included in this Form S-8. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Dallas, Texas October 12, 2000 -----END PRIVACY-ENHANCED MESSAGE-----