-----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, H/YBare4GFJ3Zm4fdqXlR55ujN2b/Y0HyeNjCkMlDAgJQ8qfJe+JpaNUGniEVLYM 8Z+vUzl9EFJ1cC2Sh9j3IA== 0000874992-99-000014.txt : 19991115 0000874992-99-000014.hdr.sgml : 19991115 ACCESSION NUMBER: 0000874992-99-000014 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991112 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-Q SEC ACT: SEC FILE NUMBER: 001-11516 FILM NUMBER: 99750228 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-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington DC 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------- ------- Commission file number 1-11516 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) (214) 210-2650 (Registrant's telephone number, including area code) 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 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 --- --- There were 21,275,229 outstanding shares of Common Stock, $0.01 par value, on November 11, 1999. Remington Oil and Gas Corporation Table of Contents PART I, FINANCIAL INFORMATION 3 ITEM 1. FINANCIAL STATEMENTS 3 Condensed Consolidated Balance Sheets 3 Condensed Consolidated Statements of Income 4 Condensed Consolidated Statements of Cash Flows 5 Notes to Condensed Consolidated Financial Statements 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 11 PART II, OTHER INFORMATION 12 ITEM 1. LEGAL PROCEEDINGS 12 ITEM 2. CHANGES IN SECURITIES 12 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 12 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 12 ITEM 5. OTHER INFORMATION 12 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 12 PART I, FINANCIAL INFORMATION Item 1. Financial Statements Remington Oil and Gas Corporation Condensed Consolidated Balance Sheets (In thousands, except share data) September 30, December 31, 1999 1998 Assets ------------- ------------ Current assets (Unaudited) Cash and cash equivalents $ 5,682 $ 19,018 Restricted cash and cash equivalents 10,792 8,750 Accounts receivable 6,392 3,212 Prepaid expenses and other current assets 1,122 1,871 ------------- ------------ Total current assets 23,988 32,851 ------------- ------------ Properties Oil and natural gas properties (successful- efforts method) 274,849 260,649 Other properties 2,862 2,706 Accumulated depreciation, depletion and amortization (182,998) (167,053) ------------- ------------ Total properties 94,713 96,302 ------------- ------------ Other assets 931 1,076 ------------- ------------ Total assets $ 119,632 $ 130,229 ============= ============ Liabilities and stockholders' equity Liabilities Current liabilities Accounts payable and accrued liabilities $ 8,881 $ 7,264 Phillips judgment payable 18,712 18,165 Short-term notes payable and current portion of long-term notes payable 5,236 8,651 ------------- ------------ Total current liabilities 32,829 34,080 Other liabilities Long-term accounts payable 1,840 2,913 Notes payable 25,523 3,500 8 1/4% Convertible subordinated notes payable due in 2002 5,950 29,950 ------------- ------------ Total other liabilities 33,313 36,363 ------------- ------------ Total Liabilities 66,142 70,443 ------------- ------------ Commitments and contingencies (Note 4) Minority interest in subsidiaries 107 87 Stockholders' equity Preferred stock, $0.01 par value, 25,000,000 shares authorized, shares issued - none - - Common stock, $0.01 par value, 100,000,000 shares authorized, shares issued - 21,481,204 in 1999 and 21,453,453 in 1998,shares outstanding - 21,275,229 in 1999 and 21,247,478 in 1998 213 213 Additional paid-in capital 44,234 44,117 Retained earnings 8,936 15,369 ------------- ------------ Total stockholders' equity 53,383 59,699 ------------- ------------ Total liabilities and stockholders' equity $ 119,632 $ 130,229 ============= ============ See accompanying Notes to Condensed Consolidated Financial Statements. Remington Oil and Gas Corporation Condensed Consolidated Statements of Income (Unaudited) (In thousands, except per share amounts)
Three Months Ended Nine Months Ended September 30, September 30, ----------------- ----------------- 1999 1998 1999 1998 -------- ------- -------- ------- Revenues Oil sales $ 5,132 $ 2,795 $12,228 $11,103 Gas sales 7,089 2,871 15,615 17,626 Other income 828 50,861 2,679 52,361 -------- ------- -------- ------- Total revenues 13,049 56,527 30,522 81,090 -------- ------- -------- ------- Costs and expenses Operating costs and expenses 1,866 1,872 5,418 6,366 Net Profits interest expense 605 358 1,295 3,401 Exploration expenses 803 2,222 5,958 5,852 Depreciation, depletion and amortization 6,056 4,196 16,316 15,608 Impairment of oil and gas properties - 2,541 - 3,063 Philips Petroleum judgment - 17,950 - 17,950 General and administrative 1,233 935 3,491 3,317 Legal expense 451 208 1,202 378 Interest and financing expense 988 1,068 3,516 3,129 -------- ------- -------- ------- Total costs and expenses 12,002 31,350 37,196 59,064 -------- ------- -------- ------- Income (loss) before taxes and minority interest 1,047 25,177 (6,674) 22,026 Income tax expense (305) 361 (300) 361 Minority interest in income of subsidiaries (21) - (1) - -------- ------- -------- ------- Net income (loss) $ 1,373 $24,816 $(6,373) $21,665 ======== ======= ======== ======= Basic income (loss) per share $ 0.06 $ 1.22 $ (0.30) $ 1.06 ======== ======= ======== ======= Diluted income (loss) per share $ 0.06 $ 1.06 $ (0.30) $ 0.97 ======== ======= ======== ======= Weighted average shares outstanding (Basic) 21,268 20,369 21,275 20,359 ======== ======= ======== ======= Weighted average shares outstanding (Diluted) 21,368 23,857 21,319 23,847 ======== ======= ======== ======= See accompanying Notes to Condensed Consolidated Financial Statements.
Remington Oil and Gas Corporation Condensed Consolidated Statements of Cash Flows (Unaudited) (In thousands) Nine Months Ended September 30, ----------------------- 1999 1998 --------- --------- Cash flow provided by operations Net income (loss) $ (6,373) $ 21,665 Adjustments to reconcile net income Depreciation, depletion and amortization 16,316 15,608 Impairment of oil and gas properties - 3,063 Amortization of deferred charges 712 193 Dry hole costs 4,699 1,929 Minority interest in income of subsidiaries (1) - Stock issued to directors and employees for compensation 117 444 (Gain) on sale of properties (195) (107) Changes in working capital (Increase) decrease in accounts receivable (3,199) 3,687 (Increase) decrease in prepaid expenses and other current assets 749 (1,194) Increase (decrease) in accounts payable and accrued expenses 2,164 16,412 (Increase) in deferred charges - (104) (Increase) in restricted cash (2,042) - --------- --------- Net cash flow provided by operations 12,947 61,596 --------- --------- Cash from investing activities Payments for capital expenditures (19,504) (23,207) Principal repayments - S-Sixteen Holding Company - 1,253 Proceeds from property sales 274 245 --------- --------- Net cash (used in) investing activities (19,230) (21,709) --------- --------- Cash from financing activities Proceeds from note payable 30,628 3,800 Debt issuance costs for line of credit (528) - Payments on notes payable and long-term accounts payable (37,093) (100) Dividends paid to minority stockholders of subsidiaries (60) - --------- --------- Net cash provided by (used in) financing activities (7,053) 3,700 --------- --------- Net increase (decrease) in cash and cash equivalents (13,336) 43,587 Cash and cash equivalents at beginning of period 19,018 4,552 --------- --------- Cash and cash equivalents at end of period $ 5,682 $ 48,139 ========= ========= See accompanying Notes to Condensed Consolidated Financial Statements Note 1. Accounting Policies and Basis of Presentation Remington Oil and Gas Corporation is an independent oil and gas exploration and production company incorporated in Delaware. Our oil and gas properties are located in three areas, offshore Gulf of Mexico, Mississippi/Alabama, and onshore Gulf Coast. We prepared these financial statements according to the instructions for Form 10-Q. Therefore, the financial statements do not include all disclosures required by generally accepted accounting principles. However, we have recorded all transactions and adjustments necessary to fairly present the financial statements included in this Form 10-Q. The adjustments made are normal and recurring. The following notes describe only the material changes in accounting policies, account details or financial statement notes during the first nine months of 1999. Therefore, please read these financial statements and notes to the financial statements together with the audited financial statements and notes to financial statements in our 1998 Form 10-K. The income statements for the three and nine months ended September 30, 1999, cannot necessarily be used to project results for the full year. Note 2. Notes Payable In December 1998, we replaced our two classes of common stock with one class of common stock. The indenture for the 8 1/4% Convertible Subordinated Notes (of which $38.4 million were outstanding at December 31, 1998) defined this transaction as a "change in control." As required under the indenture after a "change in control," we made an offer to purchase the notes. In February 1999, we repurchased $32.4 million of the notes outstanding following this offer. In February 1999, we replaced our line of credit with a new line of credit from a different bank. The new line of credit, a $50.0 million facility with a borrowing base of $32.0 million, expires in 2003. We pledged our oil and gas properties as collateral for the new line of credit. Interest on the line of credit accrues at varying rates based on premiums of from 1.625 to 2.375 percentage points over the London Interbank Offered Rates. On February 24, 1999, we borrowed $24.5 million on this line of credit and used the proceeds to buy a portion of the convertible notes. We have since borrowed $6.1 million for capital expenditures and other corporate purposes. Note 3. Related Party Transactions The following information about related party transactions includes the transactions between Remington Oil and Gas Corporation and S-Sixteen Holding Company and its subsidiaries prior to the merger of the two companies in December 1998. Before the merger, S-Sixteen Holding Company owned approximately 57% of Remington's voting common stock. The primary operating subsidiary, CKB Petroleum, Inc., owns an undivided interest in a pipeline that transports oil from our South Pass blocks, offshore Gulf of Mexico, to Venice, Louisiana. For the three and nine months ended September 30, 1998, we paid transportation costs to CKB Petroleum, Inc. totaling $612,000 and $2.3 million. In addition, during the same three and nine month periods, Remington received interest income totaling $173,000 and $420,000, and principal payments totaling $370,000 and $1.3 million from S-Sixteen Holding Company. Note 4. Contingencies Phillips Petroleum Litigation In August 1998, the state trial court in New Orleans, Louisiana, entered a judgment against us in litigation with Phillips Petroleum Company. The judgment in the amount of $10.9 million plus interest ($18.0 million total) was based upon claims that we credited an insufficient amount from our 1990 litigation settlement with TETCO to Phillips' net profits account covering South Pass Block 89 and that Phillips was due an overriding royalty payment for months in which there were no net profits. The judgment is under appeal. Oral arguments were held on September 13, 1999. In connection with the appeal, we have posted a bond in the amount of $18.0 million collateralized with $9.0 million of restricted cash. We recorded the entire $18.0 million judgment in the third quarter of 1998, and we continue to record interest expense on this judgment as it accrues. We are currently awaiting a ruling from the state court of appeals in New Orleans, Louisiana. We also have litigation pending with Phillips in state court in Collin County, Texas. This litigation centers on our termination of the gas contract with Texas Eastern in 1998 for $49.8 million, and what, if any, of the termination amount we received should be credited to the net profits account. The court in Collin County stayed the case pending resolution of the Louisiana appeals. Certain possible outcomes of the litigation with Phillips could have a material adverse effect on us. Minerals Management Service Issues During the first quarter of 1999, the Minerals Management Service (MMS) informed us of certain audit issues. The issues involve alleged underpaid royalties on the South Pass Block 89 Complex from 1990-1998. During the second quarter of 1999, the MMS issued orders to pay additional royalties on these claims. We strongly disagree with the MMS position. After posting bonds totaling $3.6 million, collateralized with $1.8 million of restricted cash, we have entered into negotiations with the MMS in regard to these items. In light of these negotiations, it is impossible to determine the amount of royalty, if any, we may owe. Certain possible outcomes of these proceedings could materially affect our financial statements. Minority Shareholders Litigation Two individuals own a combined 5.8824% in two of our subsidiaries, CKB Petroleum, Inc. and CKB & Associates, Inc. We acquired the two subsidiaries when we merged with S-Sixteen Holding Company in December 1998. In their lawsuit, filed in state court in Dallas, Texas, the minority stockholders allege that these defendants, as well as defendant Box Brothers Holding Company (later known as S-Sixteen Holding Company), misappropriated and /or wasted corporate assets through excessive salaries, bonuses and expenses in addition to making improper loans and cash advances. The two minority stockholders seek to have these purported improper payments declared constructive dividends with a pro-rata share of such dividends paid to them. In addition, they seek a court ordered buy-out of their interests. We are vigorously defending what we believe to be a baseless suit. The state court recently disqualified counsel for the minority stockholders. We have no indication that the minority stockholders have obtained new counsel. The suit is set for trial in early December 1999. We have no other material pending legal proceedings other than the litigation mentioned above. Contingent Stock Grant In June 1999, the Board of Directors approved a contingent stock grant to our employees and directors. If our common stock's closing price is at or above $10.42 per share for twenty consecutive trading days prior to the expiration of the five-year period beginning June 17, 1999, each grant of stock will become effective. The number of shares granted each employee and director is relative to the employee's salary (or base number in the case of directors) and the closing stock price on June 17, 1999. The grants, if effective, will vest 50% in three years, 75% in four years, and 100% in five years. The total number of shares that could be issued under this contingent stock grant is 679,937 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion will assist in the understanding of our financial position and results of operations. The information below should be read in conjunction with the financial statements, the related notes to financial statements, and our Form 10-K for the year ended December 31, 1998. Our discussion contains both historical and forward-looking information. We assess the risks and uncertainties about our business, long- term strategy, and financial condition before we make any forward-looking statements, but we cannot guarantee that our assessment is accurate or that our goals and projections can or will be met. Statements concerning results of future exploration, exploitation, development, and acquisition expenditures as well as revenue, expense, and reserve levels are forward- looking statements. We make assumptions about commodity prices, drilling results, production costs, administrative expenses, and interest costs that we believe are reasonable based on currently available information of known facts and trends. This discussion is primarily an update to the Management's Discussion and Analysis of Financial Condition and Results of Operations included in the 1998 Form 10-K. We recommend that you read this discussion in conjunction with the Form 10-K. Our long-term strategy is to increase shareholder value by economically increasing reserves, production, and cash flow on an annual basis. At the same time, we believe it is important to maintain a strong balance sheet by keeping our total debt at a manageable level. We will balance our capital expenditures, financed primarily by operating cash flow and bank debt, among exploration, development, and acquisitions. Liquidity and Capital Resources On September 30, 1999, our current liabilities exceeded our current assets by $8.8 million. Excluding the Phillips judgment payable from current liabilities and the $9.0 million of restricted cash related thereto from current assets would result in our current assets exceeding our current liabilities by $871,000. From December 31, 1998, to September 30, 1999, our current assets decreased by $8.9 million. The current assets decreased primarily because we used cash to purchase a portion of the 8 1/4% Convertible Subordinated Notes and our capital expenditures exceeded cash flow from operations during the first three quarters of 1999. Because of the merger with S-Sixteen Holding Company which included the exchange of our common stock in December 1998, we were required to offer to purchase any tendered 8 1/4% Convertible Subordinated Notes. Of the $38.4 million outstanding at December 31, 1998, we purchased $32.4 million on February 25, 1999. We refinanced $24.0 million of the purchase with a long- term bank line of credit and used cash to purchase the remaining $8.4 million of the tendered notes. Cash flow from operations decreased by $48.2 million primarily because we received $49.8 million in cash during the third quarter of 1998 for the termination of a long-term contract for gas sales from South Pass Block 89. Excluding the cash received from the termination of the gas contract and the increases in restricted cash, cash flow from operations has increased from the third quarter of 1998 because of increases in both total production and the average oil and gas prices. The following table reflects the increase in cash flow from operations, production and average prices.
Three Months ended -------------------------------------------------------------- September 30, December 31, March 31, June 30, September 30, 1998 1998 1999 1999 1999 ------------- ------------ --------- -------- ------------- Cash flow from operations (before cash from contract termination and increase in restricted cash) $ (110) $ 1,194 $ 1,318 $ 4,191 $ 9,480 Production Bcf equivalents 2.9 3.0 3.5 4.2 4.6 Average oil price $ 10.36 $ 9.17 $ 9.15 $ 13.64 $ 17.70 Average gas price $ 2.28 $ 2.18 $ 2.11 $ 2.15 $ 2.46
During the first nine months of 1999, we incurred capital expenditures totaling $19.5 million. We drilled six wells in the Gulf of Mexico, two wells in Mississippi, and 24 wells in south Texas. During the remainder of 1999, we will incur costs to complete several of the south Texas wells, South Pass Block 87 well D-2, and two Mississippi wells. We also expect to drill three wells in the Gulf of Mexico, two additional wells in south Texas, and two wells in Mississippi. In February 1999, we replaced our line of credit with a new line of credit from a different bank. The new line of credit with a borrowing base of $32.0 million expires in 2003. We pledged our oil and gas properties as collateral for the new line of credit. On February 24, 1999, we borrowed $24.5 million on this line of credit and used the majority of the proceeds to buy a portion of the convertible notes. At September 30, 1999, we had $1.4 million of unused borrowing base on the line of credit. The bank will review the borrowing base semi-annually and may increase or decrease the borrowing base relative to the redetermined estimate of proved oil and gas reserves. In August 1998, the state trial court in New Orleans, Louisiana, entered a judgment against us in litigation with Phillips Petroleum Company. The judgment in the amount of $10.9 million plus interest ($18.0 million total) was based upon claims that we credited an insufficient amount from our 1990 litigation settlement with TETCO to Phillips' net profits account covering South Pass Block 89 and that Phillips was due an overriding royalty payment for months in which there were no net profits. The judgment is under appeal. Oral arguments were held on September 13, 1999. In connection with the appeal, we have posted a bond in the amount of $18.0 million collateralized with $9.0 million of restricted cash. We recorded the entire $18.0 million judgment in the third quarter of 1998, and we continue to record interest expense on this judgment as it accrues. We are currently awaiting a ruling from the state court of appeals in New Orleans, Louisiana. We also have litigation pending with Phillips in state court in Collin County, Texas. This litigation centers on our termination of the gas contract with Texas Eastern in 1998 for $49.8 million, and what, if any, of the termination amount we received should be credited to the net profits account. The court in Collin County stayed the case pending resolution of the Louisiana appeals. Certain possible outcomes of the litigation with Phillips could have a material adverse effect on us. During the first quarter of 1999, the Minerals Management Service (MMS) informed us of certain audit issues. The issues involve alleged underpaid royalties on the South Pass Block 89 Complex from 1990-1998. During the second quarter of 1999, the MMS issued orders to pay additional royalties on these claims. We strongly disagree with the MMS position. After posting bonds totaling $3.6 million, collateralized with $1.8 million of restricted cash, we have entered into negotiations with the MMS in regard to these items. In light of these negotiations, it is impossible to determine the amount of royalty, if any, we may owe. Certain possible outcomes of these proceedings could materially affect our liquidity. Year 2000 Issue The year 2000 issue relates to computer programs written with two digits defining a year rather than four. Computer programs that have date- sensitive software may recognize a date using "00" as the year 1900 instead of 2000 or not at all. This inability to recognize or properly treat the year 2000 may cause a breakdown of both information technology and non- information technology systems and cause these systems to process critical financial and operational information incorrectly. We have assessed and continue to assess the year 2000 issue and its impact on our partners, suppliers, customers and us. We identified three areas related to the year 2000 issue that we believed would be most critical to us. The first area included our ability to continue producing oil and gas, to accurately measure the production, and to receive payment for the production sold. The second area addressed our access to complete and accurate financial and operational information stored on our internal computer network. The final area included the management of our financial assets including cash and securities held with financial institutions. Twelve properties account for approximately 90% of our revenue. The properties have seven different operators. Six companies purchase and/or pay us for the oil and gas production from these properties. We have surveyed the operators and purchasers regarding the ability to continue production and to accurately measure the production. We have surveyed the purchasers to determine their ability to pay us for our production in a timely manner. We have received favorable written responses to many of the questionnaires. We anticipate that we will receive favorable responses from the remaining operators and purchasers. In June of this year, we tested both the hardware and software in our internal computer network and found that no material year 2000 problems should arise in connection with either of these items. In addition, the company that provides our financial and accounting software package has informed us that the software is year 2000 compliant. We have received a letter from our primary bank confirming that it is year 2000 compliant. Results of Operations For the third quarter of 1999, we reported net income of $1.4 million, or $0.06 per share, on revenues of $13.0 million. This compared to net income for the third quarter of 1998 of $24.8 million, or $1.22 per share, on revenues of $56.5 million. For the nine months ended September 30, 1999, we recorded a net loss of $6.4 million, or $0.30 per share, on revenues of $30.5 million compared to net income of $21.7 million, or $1.06 per share, on revenues of $81.1 million for the same nine months in 1998. In the third quarter of 1998, we terminated a gas sales contract covering production from South Pass Block 89 and received $49.8 million as a termination fee. With no such non-recurring item in the current period, total revenues and net income for the three and nine months ended September 30, 1999, decreased from the previous year. However, oil and gas revenues for the third quarter of 1999 increased $6.6 million or 116% from the third quarter of 1998. Total production increased from 2.9 Bcfe during the third quarter of 1998, to 4.6 Bcfe during the third quarter of 1999. During the same periods the average oil price has increased from $10.36 per barrel to $17.70 per barrel and the average gas price has increased from $2.28 per Mcf to $2.46 per Mcf. The following table reflects the increase or decrease in oil and gas sales revenue due to the changes in prices and the increase or decrease in production volumes.
Three Months Ended Nine Months Ended September 30, September 30, -------------------- -------------------- 1999 1998 1999 1998 -------- -------- --------- -------- (In thousands, except prices) Oil production volume (MBbls) 290 270 908 964 Oil sales revenue $ 5,132 $ 2,795 $ 12,228 $ 11,103 Price per barrel $ 17.70 $ 10.36 $ 13.47 $ 11.52 Increase (decrease) in oil sales revenue due to: Change in prices $ 1,982 $ 1,880 Change in production volume 355 (755) -------- --------- Total increase (decrease) in oil sales revenue $ 2,337 $ 1,125 ======== ========= Gas production volume (MMcf) 2,882 1,262 6,903 5,029 Gas sales revenue $ 7,089 $ 2,871 $ 15,615 $ 17,626 Price per Mcf $ 2.46 $ 2.28 $ 2.26 $ 3.50 Increase (decrease) in gas sales revenue due to: Change in prices $ 227 $ (6,236) Change in production volume 3,991 4,225 -------- --------- Total increase (decrease) in gas sales revenue $ 4,218 $ (2,011) ======== =========
During the third quarter of 1999, oil revenue increased by $2.3 million primarily because of the $7.34 increase in the average price. In addition, oil production from Mississippi increased by approximately 12,000 barrels and oil production from the Gulf of Mexico increased by approximately 7,800 barrels. For the nine months ended September 30, 1999, oil revenue increased by $1.1 million primarily because of the $1.95 increase in the average price per barrel. However, oil production from the Gulf of Mexico decreased by 62,000 barrels and oil production from south Texas and west Texas decreased by 12,000 barrels, partially offset by an increase in oil production from Mississippi of approximately 18,000 barrels. During the third quarter of 1999, gas revenues increased by $4.2 million primarily because of a 1.6 Bcf, or 128%, increase in gas production. The increase came primarily from the offshore Gulf of Mexico which increased by approximately 1.4 Bcf and from the South Texas Gulf Coast which increased by approximately 0.2 Bcf. In addition, an $0.18 increase in the average gas price added $519,000 to total gas revenues. During the first nine months of 1999, gas revenues decreased by $2.0 million primarily because of the termination of the Texas Eastern gas sales contract in July 1998. During the first and second quarters of 1998, we sold gas at prices substantially higher than spot prices from South Pass Block 89 under a long-term gas sales contract. Gas sales were $6.0 million lower from South Pass Block 89 because of the lower average gas price. However, net production during the first nine months increased by 1.9 Bcf. The increase came primarily from the offshore Gulf of Mexico which increased by approximately 1.5 Bcf and from the South Texas Gulf Coast which increased by approximately 0.4 Bcf. Operating expenses decreased during the three and nine months ended September 30, 1999, compared to the three and nine months ended September 30, 1998, because of lower transportation expenses. The transportation expenses decreased after we purchased CKB Petroleum, Inc. in December 1998. CKB Petroleum, Inc. owns an undivided interest in the pipeline that transports oil from our offshore South Pass blocks to onshore Louisiana. The decrease was partially offset by increased operating expenses from new properties. Net profits expense increased by $247,000 during the third quarter of 1999 compared to the third quarter of 1998 because of the increase in oil and gas prices. During the first nine months of 1999 net profits expense decreased by $2.1 million because of lower gas revenue caused by the termination of the gas sales contract on South Pass Block 89. Exploration expense decreased by $1.4 million during the third quarter of 1999 primarily because of lower seismic costs. Depreciation, depletion, and amortization expense increased during the three and nine months ended September 30, 1999, compared to the same periods in the prior year because of the increase in the number of producing properties and the increase in production. During the third quarter of 1998, we recorded a $2.5 million impairment charge on South Pass Block 89 after the gas sales contract was terminated. During the third quarter of 1998, we recorded the $18.0 million judgment issued against us by the state trial court of Louisiana in the Phillips litigation. In addition, expenses primarily related to the appeal of the Phillips judgment caused our legal expenses to increase by $243,000 during the third quarter of 1999 and by $824,000 during the first nine months of 1999. Interest and financing expense increased by $387,000 during the first nine months of 1999 because we accelerated the amortization of the offering costs on the 8 1/4% Convertible Subordinated Notes after we purchased approximately 85% of the outstanding notes in February 1999. Item 3. Quantitative and Qualitative Disclosures about Market Risk Our market risk sensitive instrument at September 30, 1999, is a revolving line of credit from a bank. At September 30, 1999, the unpaid principal balance under the line was $30.6 million. The interest rate on this debt is sensitive to market fluctuations, however, we do not believe that significant fluctuations in the market rate of interest have a material effect on our consolidated financial position, results of operations, or cash flow from operations. PART II, OTHER INFORMATION Item 1. Legal Proceedings Incorporated herein by reference is the discussion of litigation set forth in Part I, Item 1, Notes to the Financial Statements - Note 4. Contingencies of this Form 10-Q. Item 2. Changes in Securities None Item 3. Defaults upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 2.0+++ Agreement and Plan of Merger dated as of June 22, 1998, by and between Remington Oil and Gas Corporation and S-Sixteen Holding Company. 3.1* Certificate of Incorporation, as amended. 3.2.1+++ Certificate of Amendment of Certificate of Incorporation of Remington Oil and Gas 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* Farmout Agreement with Aminoil USA, Inc., effective May 1, 1977, dated May 9, 1977. 10.2* Transportation Agreement with CKB Petroleum, Inc. dated March 1, 1985, as amended on April 19, 1989. 10.3* Agreement of Compromise and Amendment to Farmout Agreement dated July 3, 1989. 10.4** Pension Plan of Box Energy Corporation, effective April 16, 1992. 10.5# First Amendment to the Pension Plan of Box Energy Corporation dated December 16, 1993. 10.6## Second Amendment to the Pension Plan of Box Energy Corporation dated December 31, 1994. 10.7*** Amended and Restated Promissory Note between Box Energy Corporation and Box Brothers Holding Company. 10.8*** Amended and Restated Pledge Agreement between Box Energy Corporation and Box Brothers Holding Company. 10.9++ Agreement by and between Box Energy Corporation and James A. Watt. 10.10*** Box Energy Corporation Severance Plan. 10.11+ Box Energy Corporation 1997 Stock Option Plan (as amended June 17, 1999). 10.12*** Box Energy Corporation Non-Employee Director Stock Purchase Plan. 10.13 Form of Employment Agreement, effective September 30, 1999, by and between Remington Oil and Gas Corporation and two executive officers. 10.14 Form of Employment Agreement, effective September 30, 1999, by and between Remington Oil and Gas Corporation and an executive officer. 11.1 Statement regarding Computation of Income per share. 27 Financial Data Schedule (b) No Forms 8-K were filed during the quarter ended September 30, 1999. - ---------- * 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-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 *** Incorporated by reference to the Company's Form 10-K (file number 1-11516) for the fiscal year ended December 31, 1997, filed with the Commission and effective on or about March 30, 1998. +++ Incorporated by reference to the Company's Registration Statement on Form S-4 (file number 333-61513) filed with the Commission and effective on November 27, 1998. ### Incorporated by reference to the Company's Form 10-K (file number 1-11516) for the fiscal year ended December 31, 1998, filed with the Commission and effective on or about March 30, 1999. + Incorporated by reference to the Company's Form 10-Q (file number 1-11516) for the fiscal quarter ended June 30, 1999, filed with the Commission and effective on or about August 13, 1999. SIGNATURES Pursuant to the requirements 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: November 12, 1999 By: (James A. Watt) ----------------- -------------------------------- James A. Watt President and Chief Executive Officer Date: November 12, 1999 By: (J. Burke Asher) ----------------- -------------------------------- J. Burke Asher Vice President/Finance EX-11.1 2 Remington Oil and Gas Corporation Computation of Earnings per Share Exhibit 11.1 (In thousands, except per share amounts)
Three Months Ended Nine Months Ended September 30, September 30, -------------------- --------------------- 1999 1998 1999 1998 -------- -------- --------- -------- (In thousands, except prices) Net income (loss) available for basic income per share $ 1,373 $ 24,816 $ (6,373) $ 21,665 Interest expense on the Notes (net of tax) * 519 * 1,548 -------- -------- --------- -------- Net income (loss) available for diluted income per share $ 1,373 $ 25,335 $ (6,373) $ 23,213 ======== ======== ========= ======== Basic income (loss) per share $ 0.06 $ 1.22 $ (0.30) $ 1.06 ======== ======== ========= ======== Diluted income (loss) per share $ 0.06 $ 1.06 $ (0.30) $ 0.97 ======== ======== ========= ======== Weighted average Common Stock and common stock equivalents 21,268 - 21,275 - Class A Stock 3,222 3,222 Class B Stock 17,147 17,137 -------- -------- --------- -------- Total common shares for basic income (loss) per share 21,268 20,369 21,275 20,359 -------- -------- --------- -------- Dilutive stock options outstanding (treasury stock method) 100 * 44 * Shares assumed issued by conversion of the Notes * 3,488 * 3,488 -------- -------- --------- -------- Total common shares for diluted income (loss) per share 21,368 23,857 21,319 23,847 ======== ======== ========= ======== * Non dilutive. Potential increase to net income for diluted income per share Interest expense on Notes (net of tax) $ 80 $ 501 Potential issues of common stock for diluted income per share Weighted average stock options outstanding 1,253 801 1,261 755 Weighted average warrant outstanding 300 - 300 - Weighted average shares issued assuming conversion of Notes 541 - 1,135 -
EX-10.13 3 Exhibit 10.13 EMPLOYMENT AGREEMENT This Agreement entered into as of the 30th day of September, 1999 (the "Effective Date"), by and between Remington Oil and Gas Corporation (the "Company") and [Name] (the "Executive"). WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company in the capacities and for the term and compensation and subject to the terms and conditions hereinafter set forth, and WHEREAS, the Board of Directors of the Company (the "Board") has determined that it is essential and in the best interest of the Company and its stockholders to retain the services of the Executive especially in the event of a threat or occurrence of a Change of Control and to ensure his continued dedication and efforts in such event without undue concern for his personal financial and employment security; and WHEREAS, in order to induce the Executive to remain in the employ of the Company particularly in the event of a threat or an occurrence of a Change in Control, the Company desires to enter into this Agreement with the Executive to provide the Executive with certain benefits during the term of his employment before and after a Change of Control and to provide the Executive with the Gross-Up Payment (as hereinafter defined). NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein, it is agreed as follows: 1. TERM OF AGREEMENT. The Employment Term shall commence on the Effective Date and shall expire on the second anniversary of the Effective Date; provided, however, that on each anniversary of the Effective Date, the Employment Term shall be extended an additional one (1) year from such anniversary at the mutual written agreement of the Company and the Executive. 2. EMPLOYMENT. 2.1 Subject to the provisions of Section 4 hereof, the Company agrees to continue to employ the Executive and the Executive agrees to remain in the employ of the Company during the Employment Term. During the Employment Term, the Executive shall be employed as [Title] of the Company or in such other senior executive capacity as may be mutually agreed to in writing by the parties. The Executive shall perform the duties, undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised by persons situated in a similar executive capacity. He shall also promote, by entertainment or otherwise, the business of the Company. 2.2 During the Employment Term, excluding periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company to the extent necessary to discharge the responsibilities assigned to the Executive hereunder. The Executive may (1) serve on corporate, civil or charitable boards or committees, (2) manage personal investments, and (3) deliver lectures and teach at educational institutions or events so long as such activities do not significantly interfere with the performance of the Executive's duties hereunder. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. 3. COMPENSATION 3.1 Base Salary. During the Employment Term, the Company agrees to pay or cause to be paid to the Executive an annual base salary of $[ ], and as may be increased from time to time at the discretion of the Board or its designee, the Compensation Committee of the Board (the "Compensation Committee"), (hereinafter referred to as the "Base Salary"). Such Base Salary shall be payable in accordance with the Company's customary practices applicable to its executives. 3.2 Bonus. In addition to the Base Salary, the Executive shall be entitled to an annual performance bonus (the "Bonus"). The amount of the Bonus shall be targeted at 20% of the Base Salary (the "Targeted Bonus"), provided, however, that the amount of the Bonus may be increased or decreased at the discretion of the Board or the Compensation Committee. Each Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Bonus is awarded, unless the Executive shall elect to defer the receipt of such Bonus. 3.3 Benefits. During the Employment Term, the Executive shall be entitled to participate in all employee, executive or key-employee benefit or incentive compensation plans maintained or established by the Company for the purpose of providing compensation and/or benefits to employees, executives or key employees, generally, including without limitation, all pension, retirement, profit sharing, savings, stock option, deferred compensation, restricted stock grants, medical, hospitalization, dental, disability, life or travel accident insurance plans. Unless otherwise provided herein, the compensation and benefits hereunder and the Executive's participation in such plans, practices and programs shall be on the same basis and terms as applicable to the other eligible participants in the particular plan, practice or program. No additional compensation provided under any such plans shall be deemed to modify or otherwise affect the terms of this Agreement or any of the Executive's entitlements hereunder. 3.4 Vacation and Sick Leave. During the Employment Term, at such reasonable times as the Board shall in its discretion permit, the Executive shall be entitled, without loss of pay, to absent himself voluntarily from the performance of his employment under this Agreement, provided that: (1) the Executive shall be entitled to four (4) weeks of annual paid vacation; such vacation to be taken in accordance with the policies of the Company in regard to vacation, and (2) the Executive shall be entitled to sick leave (without loss of pay) in accordance with the Company's policies in effect from time to time. 3.5 Fringe Benefits, Perquisites and Expenses. During the Employment Term, the Executive shall be entitled to all fringe benefits and perquisites generally made available by the Company to its executives. The Executive shall be entitled to receive prompt reimbursement of all expenses reasonably incurred by him in connection with the performance of his duties hereunder or for promoting, pursuing or otherwise furthering the business or interest of the Company. 4. TERMINATION 4.1 During the Employment Term, the Executive's employment hereunder may be terminated under the following circumstances: (1) Cause. The Company may terminate the Executive's employment for "Cause" by written notice to the Executive ("Notice of Termination"), which termination shall be effective upon the date of sending of such notice (the "Termination Date"), if the Executive, as determined by at least two-thirds (2/3rds) of the Board, not including the Executive who will not be entitled to vote on the issue in the event he is a member of the Board, (a) shall have been convicted of a felony or entered a plea of nolo contendere to a felony charge, (b) shall have been involved in any act of material fraud, theft, or other material misconduct detrimental to the best interests of the Company, (c) shall have engaged in gross negligence or willful misconduct with respect to his duties to the Company and as a result caused material harm to the Company, (d) shall have engaged in competitive behavior against the Company, misappropriated or aided in misappropriating a material opportunity of the Company, secured or attempted to secure a personal benefit not fully disclosed to and approved by a majority of the Board in connection with any transaction of or on behalf of the Company, or (e) shall have failed to substantially perform his duties as set forth herein. (2) Disability. The Company may terminate the Executive's employment after having established the Executive's disability. For purposes of this Agreement, "Disability" means a physical or mental infirmity which impairs the Executive's ability to substantially perform his duties under this Agreement, which continues for a period of at least one hundred eighty (180) continuous days. The Executive shall be entitled to the base compensation and benefits provided under this Agreement for any period during the Employment term and prior to the establishment of the Executive's Disability during which the Executive is unable to work due to a physical or mental infirmity. Notwithstanding anything contained in this Agreement to the contrary, until the Termination Date specified in the Notice of Termination (as each term is hereinafter defined) relating to the Executive's disability, the Executive shall be entitled to return to his position with the Company as set forth in this Agreement in which event no Disability of the Executive will be deemed to have occurred. (3) Death. In the event of the death of the Executive during the term of his employment hereunder, his employment shall terminate on the date of the death of the Executive. (4) Good Reason. The Executive may terminate his employment for "Good Reason." For purposes of this Agreement, "Good Reason" shall mean the occurrence within twelve (12) months after a Change in Control of any of the following events or conditions described in Subsections (a) through (d) hereof: (a) any change in the Executive's title, position, duties or responsibilities that results in the Executive not having duties and responsibilities substantially equivalent to or greater than those the Executive had immediately prior to such change, (b) the assignment to the Executive of any duties or responsibilities which, in the Executive's reasonable judgment, are inconsistent with his status, title, position or responsibilities, (c) any removal of the Executive from or failure to reappoint or reelect him to any of such offices or positions, except in connection with the termination of his employment for Disability, Cause, as a result of his death or by the Executive other than for Good Reason, or (d) a reduction in the Executive's Base Salary, Bonus or any failure to pay the Executive any compensation or benefits to which he is entitled within ten (10) days of the date due. 4.2 Upon termination of the Executive's employment during the Employment Term, the Executive shall be entitled to the following benefits: (1) If the Executive's employment with the Company is terminated (a) by the Company for Cause or Disability, (b) by reason of the Executive's death, or (c) by the Executive other than for Good Reason, the Company shall pay the Executive, or to the beneficiary designated by the Executive by written notice to the Company, or failing such designation, to his estate all amounts earned or accrued through the Termination Date, including Base Salary, reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company during the period ending on the Termination Date, and all unpaid accumulated and accrued benefits due under any benefit plan or program in which the Executive was a participant in accordance with the terms and conditions of such plan or program ("Accrued Compensation"). In addition to the foregoing, if the Executive's employment is terminated by the Company for Disability or by reason of the Executive's death, the Company shall pay the Executive or his beneficiaries an amount equal to his target Bonus multiplied by a fraction, the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365 ("Pro Rata Bonus"). The Executive's entitlement to any other compensation or benefits shall be determined in accordance with the Company's employee benefit plan, including stock option plans, and other applicable programs and practices then in effect. (2) If the Executive's employment is terminated by the Company prior to a change of control for reasons other than Cause, Disability, or by reason of the Executive's death, the Executive will be entitled to the following: (a) the Company shall pay the Executive all Accrued Compensation and a Pro Rata Bonus, (b) the Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, in a single payment, an amount in cash equal to one (1) times the sum of the Executive's then current Base Salary, (c) the Company shall provide the Executive twelve (12) months of out placement services at the Company's sole expense, (d) for a term of one (1) year following the Termination Date, or until the Executive gains new employment with substantially similar benefits, the Company, at its expense, shall provide the Executive and his immediate family the highest level of health benefits, including, without limitation, medical, dental, disability, and life insurance, provided the Executive and his immediate family at any time within six (6) months of the Termination Date, and (e) all stock options granted the Executive will be immediately vested in accordance with any stock option agreements between the Executive and the Company currently in effect at the Termination Date. (3) If the Executive's employment is terminated by the Company within twelve (12) months after a change of control for reasons other than Cause, Disability, by reason of the Executive's death; or if the Executive terminates his employment with the Company for Good Reason, the Executive will be entitled to the following: (a) the Company shall pay the Executive all Accrued Compensation and a Pro Rata Bonus, (b) the Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, in a single payment, an amount in cash equal to two (2) times the sum of (i) the Executive's then current Base Salary and (ii) the Targeted Bonus (not subject to reduction), (c) the Company shall provide the Executive twelve (12) months of out placement services at the Company's sole expense, (d) for a term of two (2) years following the Termination Date, or until the Executive gains new employment with substantially similar benefits, the Company, at its expense, shall provide the Executive and his immediate family the highest level of health benefits, including, without limitation, medical, dental, disability, and life insurance, provided the Executive and his immediate family at any time within six (6) months of the Termination Date, and (e) all stock options granted the Executive will be immediately vested in accordance with any stock option agreements between the Executive and the Company currently in effect at the Termination Date. 4.3 The amounts provided for in Sections 4.2(1), 4.2(2) and 4.3(3) of this Agreement shall be paid within five (5) days after the Executive's Termination Date. 4.4 The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided the Executive in any subsequent employment except as provided in Section 4.2(2)(d). 4.5 The severance pay and benefits provided for in Sections 4.2(1) and 4.2(2) of this Agreement shall be in lieu of any other severance pay to which the Executive may be entitled under any Company severance plan, program or arrangement. 4.6 As used in this Agreement, the term "Change of Control" shall have the same meaning as ascribed to it in the Company's 1997 Stock Option Plan (Exhibit A) or as amended from time to time. 5. EXCISE TAX PAYMENTS 5.1 In the event that any payment or benefit (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") to the Executive or for his benefit paid or payable pursuant to the terms of this Agreement or otherwise arising out of his employment with the Company, or a change of ownership or effective control of the Company or of a substantial portion of its assets (a "Payment" or "Payments"), would be subject to excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive will be entitled to receive an additional payment (the "Gross-Up Payment") in an amount such that after payment by the Executive of all applicable taxes, interest and penalties (other than interest and penalties due to the Executive's failure to timely file a tax return or pay taxes shown on his return) including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. 5.2 The Company shall bear any expense necessary in determining whether a Gross-Up Payment is required pursuant to this Agreement. The Gross-Up Payment, if any, shall be paid by the Company to the Executive within five days of the Company's receipt of a determination from any accounting firm satisfactory to the Executive that such Gross-Up Payment is required. 6. CONFIDENTIAL INFORMATION. 6.1 Confidentiality. The Executive acknowledges and agrees that he will not, without the prior written consent of the Company, at any time during the Employment Term or for a period of three (3) years thereafter, except as may be required by any competent legal authority, use or disclose to any person, firm or other legal authority, any confidential records, secrets or information related to the Company or any of its subsidiaries. The Executive acknowledges and agrees that all information and secrets of the Company and/or its subsidiaries that he has acquired or may acquire, were received, or will be received in confidence and as a fiduciary of the Company. The Executive will exercise utmost diligence to protect and guard such information and secrets. 6.2 Covenant Against Competition. During the term of this Agreement and only prior to a change of control and for a period of one (1) year after the termination of this Agreement, the Executive shall not have any interest in or be engaged by any business or enterprise that is in the business of exploring for, developing, or producing hydrocarbons in specific areas where the Company has interests at the time of termination of this Agreement. Company interest shall be deemed an area within a two (2) mile radius from the current owned acreage or active prospect area. For purposes of this Section, the Executive shall be deemed to have an "interest in or be engaged by a business or enterprise" if the Executive acts (a) individually, (b) as a partner, officer, director, shareholder, employee, associate, agent or owner of an entity, or (c) as an advisor, consultant, leader or other person related, directly or indirectly, to any business or entity that is engaging in, or is planning to engage in, exploring for, developing, or producing hydrocarbons in specific areas where the Company has interests (the "Prohibited Activity"). Ownership of less than five percent (5%) of the outstanding capital stock of a publicly traded entity that engages in any Prohibited Activity shall not be in violation of this Section. 6.3 Non-Solicitation. The Executive further agrees that during employment by the Company and for a period of one (1) year after termination of employment prior to a change of control, except when acting on behalf of the Company, the Executive will not, directly or indirectly, in any manner or capacity induce any person, who at any time during the Executive'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. 7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns and the Company shall require any successor or assign to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place. The term "Company" as used herein shall include such successors and assigns. The term "successors and assigns" as used herein shall mean a corporation or other entity acquiring all or substantially all the assets and the business of the Company (including this Agreement) whether by operation of law or otherwise. Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by the Executive, his beneficiaries or legal representatives, except by will or by the laws of descent or distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal personal representative. 8. NOTICE. For purposes of this Agreement, notices and all other communications provided for in this Agreement (including the Notice of Termination) shall be in writing and shall be deemed to have been duly given when personally delivered or sent certified mail, return receipt requested, postage prepaid, addressed to the respective addresses last given by each party to the other, provided, that all notices to the Company shall be directed to the Board with a copy to the Secretary of the Company. 9. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company or any of its subsidiaries and for which the Executive may qualify, nor shall anything herein limit or reduce such rights as the Executive may have under any other agreements with the Company or its subsidiaries. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan or program of the Company or any of its subsidiaries shall be payable in accordance with such plan or program, except as explicitly modified by this Agreement. 10. SETTLEMENT OF CLAIMS. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including without limitation, any set-off, counterclaim, defense, recoupment, or other right which the Company may have against the Executive or others. 11. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and the Company. 12. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF. 13. SEVERABILITY. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. 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. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all prior agreements and understandings with respect to such subject matter. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective as of the Effective Date. Remington Oil and Gas Corporation By: ------------------------------ Title: --------------------------- Executive: ---------------------------------- [Name] EXHIBIT A 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. EX-10.14 4 Exhibit 10.14 EMPLOYMENT AGREEMENT This Agreement entered into as of the 30th day of September, 1999 (the "Effective Date."), by and between Remington Oil and Gas Corporation (the "Company") and [Name] (the "Executive"). WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company in the capacities and for the term and compensation and subject to the terms and conditions hereinafter set forth, and WHEREAS, the Board of Directors of the Company (the "Board") has determined that it is essential and in the best interest of the Company and its stockholders to retain the services of the Executive especially in the event of a threat or occurrence of a Change of Control and to ensure his continued dedication and efforts in such event without undue concern for his personal financial and employment security; and WHEREAS, in order to induce the Executive to remain in the employ of the Company particularly in the event of a threat or an occurrence of a Change in Control, the Company desires to enter into this Agreement with the Executive to provide the Executive with certain benefits during the term of his employment before and after a Change of Control and to provide the Executive with the Gross-Up Payment (as hereinafter defined). NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein, it is agreed as follows: 1. TERM OF AGREEMENT. The Employment Term shall commence on the Effective Date and shall expire on the third anniversary of the Effective Date; provided, however, that on each anniversary of the Effective Date, the Employment Term shall be extended an additional one (1) year from such anniversary at the mutual written agreement of the Company and the Executive. 2. EMPLOYMENT. 2.1 Subject to the provisions of Section 4 hereof, the Company agrees to continue to employ the Executive and the Executive agrees to remain in the employ of the Company during the Employment Term. During the Employment Term, the Executive shall be employed as the Senior Vice President, Exploration and Production of the Company or in such other senior executive capacity as may be mutually agreed to in writing by the parties. The Executive shall perform the duties, undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised by persons situated in a similar executive capacity. He shall also promote, by entertainment or otherwise, the business of the Company. 2.2 During the Employment Term, excluding periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company to the extent necessary to discharge the responsibilities assigned to the Executive hereunder. The Executive may (1) serve on corporate, civil or charitable boards or committees, (2) manage personal investments, and (3) deliver lectures and teach at educational institutions or events so long as such activities do not significantly interfere with the performance of the Executive's duties hereunder. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. 3. COMPENSATION 3.1 Base Salary. During the Employment Term, the Company agrees to pay or cause to be paid to the Executive an annual base salary of $[ ], and as may be increased from time to time at the discretion of the Board or its designee, the Compensation Committee of the Board (the "Compensation Committee"), (hereinafter referred to as the "Base Salary"). Such Base Salary shall be payable in accordance with the Company's customary practices applicable to its executives. 3.2 Bonus. In addition to the Base Salary, the Executive shall be entitled to an annual performance bonus (the "Bonus"). The amount of the Bonus shall be targeted at 25% of the Base Salary (the "Targeted Bonus"), provided, however, that the amount of the Bonus may be increased or decreased at the discretion of the Board or the Compensation Committee. Each Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Bonus is awarded, unless the Executive shall elect to defer the receipt of such Bonus. 3.3 Benefits. During the Employment Term, the Executive shall be entitled to participate in all employee, executive or key-employee benefit or incentive compensation plans maintained or established by the Company for the purpose of providing compensation and/or benefits to employees, executives or key employees, generally, including without limitation, all pension, retirement, profit sharing, savings, stock option, deferred compensation, restricted stock grants, medical, hospitalization, dental, disability, life or travel accident insurance plans. Unless otherwise provided herein, the compensation and benefits hereunder, and the Executive's participation in such plans, practices and programs shall be on the same basis and terms as applicable to the other eligible participants in the particular plan, practice or program. No additional compensation provided under any such plans shall be deemed to modify or otherwise affect the terms of this Agreement or any of the Executive's entitlements hereunder. 3.4 Vacation and Sick Leave. During the Employment Term, at such reasonable times as the Board shall in its discretion permit, the Executive shall be entitled, without loss of pay, to absent himself voluntarily from the performance of his employment under this Agreement, provided that: (1) the Executive shall be entitled to four (4) weeks of annual paid vacation; such vacation to be taken in accordance with the policies of the Company in regard to vacation, and (2) the Executive shall be entitled to sick leave (without loss of pay) in accordance with the Company's policies in effect from time to time. 3.5 Fringe Benefits, Perquisites and Expenses. During the Employment Term, the Executive shall be entitled to all fringe benefits and perquisites generally made available by the Company to its executives. The Executive shall be entitled to receive prompt reimbursement of all expenses reasonably incurred by him in connection with the performance of his duties hereunder or for promoting, pursuing or otherwise furthering the business or interest of the Company. 4. TERMINATION 4.1 During the Employment Term, the Executive's employment hereunder may be terminated under the following circumstances: (1) Cause. The Company may terminate the Executive's employment for "Cause" by written notice to the Executive ("Notice of Termination"), which termination shall be effective upon the date of sending of such notice (the "Termination Date"), if the Executive, as determined by at least two-thirds (2/3rds) of the Board, not including the Executive who will not be entitled to vote on the issue in the event he is a member of the Board, (a) shall have been convicted of a felony or entered a plea of nolo contendere to a felony charge, (b) shall have been involved in any act of material fraud, theft, or other material misconduct detrimental to the best interests of the Company, (c) shall have engaged in gross negligence or willful misconduct with respect to his duties to the Company and as a result caused material harm to the Company, (d) shall have engaged in competitive behavior against the Company, misappropriated or aided in misappropriating a material opportunity of the Company, secured or attempted to secure a personal benefit not fully disclosed to and approved by a majority of the Board in connection with any transaction of or on behalf of the Company, or (e) shall have failed to substantially perform his duties as set forth herein. (2) Disability. The Company may terminate the Executive's employment after having established the Executive's disability. For purposes of this Agreement, "Disability" means a physical or mental infirmity which impairs the Executive's ability to substantially perform his duties under this Agreement, which continues for a period of at least one hundred eighty (180) continuous days. The Executive shall be entitled to the base compensation and benefits provided under this Agreement for any period during the Employment term and prior to the establishment of the Executive's Disability during which the Executive is unable to work due to a physical or mental infirmity. Notwithstanding anything contained in this Agreement to the contrary, until the Termination Date specified in the Notice of Termination (as each term is hereinafter defined) relating to the Executive's disability, the Executive shall be entitled to return to his position with the Company as set forth in this Agreement in which event no Disability of the Executive will be deemed to have occurred. (3) Death. In the event of the death of the Executive during the term of his employment hereunder, his employment shall terminate on the date of the death of the Executive. (4) Good Reason. The Executive may terminate his employment for "Good Reason." For purposes of this Agreement, "Good Reason" shall mean the occurrence within twelve (12) months after a Change in Control of any of the following events or conditions described in Subsections (a) through (e) hereof: (a) any change in the Executive's title, position, duties or responsibilities that results in the Executive not having duties and responsibilities substantially equivalent to or greater than those the Executive had immediately prior to such change, (b) the assignment to the Executive of any duties or responsibilities which, in the Executive's reasonable judgment, are inconsistent with his status, title, position or responsibilities, (c) any removal of the Executive from or failure to reappoint or reelect him to any of such offices or positions, except in connection with the termination of his employment for Disability, Cause, as a result of his death or by the Executive other than for Good Reason, (d) a reduction in the Executive's Base Salary, Bonus or any failure to pay the Executive any compensation or benefits to which he is entitled within ten (10) days of the date due, or (e) the Executive is required to perform a substantial portion of his duties and responsibilities required hereunder outside the Dallas/Fort Worth metropolitan area. 4.2 Upon termination of the Executive's employment during the Employment Term, the Executive shall be entitled to the following benefits: (1) If the Executive's employment with the Company is terminated (a) by the Company for Cause or Disability, (b) by reason of the Executive's death, or (c) by the Executive other than for Good Reason, the Company shall pay the Executive, or to the beneficiary designated by the Executive by written notice to the Company, or failing such designation, to his estate all amounts earned or accrued through the Termination Date, including Base Salary, reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company during the period ending on the Termination Date, and all unpaid accumulated and accrued benefits due under any benefit plan or program in which the Executive was a participant in accordance with the terms and conditions of such plan or program ("Accrued Compensation"). In addition to the foregoing, if the Executive's employment is terminated by the Company for Disability or by reason of the Executive's death, the Company shall pay the Executive or his beneficiaries an amount equal to his target Bonus multiplied by a fraction, the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365 ("Pro Rata Bonus"). The Executive's entitlement to any other compensation or benefits shall be determined in accordance with the Company's employee benefit plan, including stock option plans, and other applicable programs and practices then in effect. (2) If the Executive's employment is terminated by the Company prior to a change of control for reasons other than Cause, Disability, or by reason of the Executive's death, the Executive will be entitled to the following: (a) the Company shall pay the Executive all Accrued Compensation and a Pro Rata Bonus, (b) the Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, in a single payment, an amount in cash equal to one (1) times the sum of the Executive's then current Base Salary, (c) the Company shall provide the Executive twelve (12) months of out placement services at the Company's sole expense, (d) for a term of one (1) year following the Termination Date, or until the Executive gains new employment with substantially similar benefits, the Company, at its expense, shall provide the Executive and his immediate family the highest level of health benefits, including, without limitation, medical, dental, disability, and life insurance, provided the Executive and his immediate family at any time within six (6) months of the Termination Date, and (e) all stock options granted the Executive will be immediately vested in accordance with any stock option agreements between the Executive and the Company currently in effect at the Termination Date. (3) If the Executive's employment is terminated by the Company within twelve (12) months after a change of control for reasons other than Cause, Disability, by reason of the Executive's death; or if the Executive terminates his employment with the Company for Good Reason, the Executive will be entitled to the following: (a) the Company shall pay the Executive all Accrued Compensation and a Pro Rata Bonus, (b) the Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, in a single payment, an amount in cash equal to two and ninety-nine one hundredths percent (2.99%) times the sum of (i) the Executive's then current Base Salary and (ii) the Targeted Bonus (not subject to reduction), (c) the Company shall provide the Executive twelve (12) months of out placement services at the Company's sole expense, (d) for a term of three (3) years following the Termination Date, or until the Executive gains new employment with substantially similar benefits, the Company, at its expense, shall provide the Executive and his immediate family the highest level of health benefits, including, without limitation, medical, dental, disability, and life insurance, provided the Executive and his immediate family at any time within six (6) months of the Termination Date, and (e) all stock options granted the Executive will be immediately vested in accordance with any stock option agreements between the Executive and the Company currently in effect at the Termination Date. 4.3 The amounts provided for in Sections 4.2(1), 4.2(2) and 4.3(3) of this Agreement shall be paid within five (5) days after the Executive's Termination Date. 4.4 The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided the Executive in any subsequent employment except as provided in Section 4.2(2)(d). 4.5 The severance pay and benefits provided for in Sections 4.2(1) and 4.2(2) of this Agreement shall be in lieu of any other severance pay to which the Executive may be entitled under any Company severance plan, program or arrangement. 4.6 As used in this Agreement, the term "Change of Control" shall have the same meaning as ascribed to it in the Company's 1997 Stock Option Plan (Exhibit A) or as amended from time to time. 5. EXCISE TAX PAYMENTS 5.1 In the event that any payment or benefit (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") to the Executive or for his benefit paid or payable pursuant to the terms of this Agreement or otherwise arising out of his employment with the Company, or a change of ownership or effective control of the Company or of a substantial portion of its assets (a "Payment" or "Payments"), would be subject to excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive will be entitled to receive an additional payment (the "Gross-Up Payment") in an amount such that after payment by the Executive of all applicable taxes, interest and penalties (other than interest and penalties due to the Executive's failure to timely file a tax return or pay taxes shown on his return) including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. 5.2 The Company shall bear any expense necessary in determining whether a Gross-Up Payment is required pursuant to this Agreement. The Gross-Up Payment, if any, shall be paid by the Company to the Executive within five days of the Company's receipt of a determination from any accounting firm satisfactory to the Executive that such Gross-Up Payment is required. 6. CONFIDENTIAL INFORMATION. 6.1 Confidentiality. The Executive acknowledges and agrees that he will not, without the prior written consent of the Company, at any time during the Employment Term or for a period of three (3) years thereafter, except as may be required by any competent legal authority, use or disclose to any person, firm or other legal authority, any confidential records, secrets or information related to the Company or any of its subsidiaries. The Executive acknowledges and agrees that all information and secrets of the Company and/or its subsidiaries that he has acquired or may acquire, were received, or will be received in confidence and as a fiduciary of the Company. The Executive will exercise utmost diligence to protect and guard such information and secrets. 6.2 Covenant Against Competition. During the term of this Agreement and only prior to a change of control and for a period of one (1) year after the termination of this Agreement, the Executive shall not have any interest in or be engaged by any business or enterprise that is in the business of exploring for, developing, or producing hydrocarbons in specific areas where the Company has interests at the time of termination of this Agreement. Company interest shall be deemed an area within a two (2) mile radius from the current owned acreage or active prospect area. For purposes of this Section, the Executive shall be deemed to have an "interest in or be engaged by a business or enterprise" if the Executive acts (a) individually, (b) as a partner, officer, director, shareholder, employee, associate, agent or owner of an entity, or (c) as an advisor, consultant, leader or other person related, directly or indirectly, to any business or entity that is engaging in, or is planning to engage in, exploring for, developing, or producing hydrocarbons in specific areas where the Company has interests (the "Prohibited Activity"). Ownership of less than five percent (5%) of the outstanding capital stock of a publicly traded entity that engages in any Prohibited Activity shall not be in violation of this Section. 6.3 Non-Solicitation. The Executive further agrees that during employment by the Company and for a period of one (1) year after termination of employment prior to a change of control, except when acting on behalf of the Company, the Executive will not, directly or indirectly, in any manner or capacity induce any person, who at any time during the Executive'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. 7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns and the Company shall require any successor or assign to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place. The term "Company" as used herein shall include such successors and assigns. The term "successors and assigns" as used herein shall mean a corporation or other entity acquiring all or substantially all the assets and the business of the Company (including this Agreement) whether by operation of law or otherwise. Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by the Executive, his beneficiaries or legal representatives, except by will or by the laws of descent or distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal personal representative. 8. NOTICE. For purposes of this Agreement, notices and all other communications provided for in this Agreement (including the Notice of Termination) shall be in writing and shall be deemed to have been duly given when personally delivered or sent certified mail, return receipt requested, postage prepaid, addressed to the respective addresses last given by each party to the other, provided, that all notices to the Company shall be directed to the Board with a copy to the Secretary of the Company. 9. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company or any of its subsidiaries and for which the Executive may qualify, nor shall anything herein limit or reduce such rights as the Executive may have under any other agreements with the Company or its subsidiaries. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan or program of the Company or any of its subsidiaries shall be payable in accordance with such plan or program, except as explicitly modified by this Agreement. 10. SETTLEMENT OF CLAIMS. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including without limitation, any set-off, counterclaim, defense, recoupment, or other right which the Company may have against the Executive or others. 11. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and the Company. 12. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF. 13. SEVERABILITY. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. 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. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all prior agreements and understandings with respect to such subject matter. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective as of the Effective Date. Remington Oil and Gas Corporation By: ----------------------------- Title: -------------------------- Executive: --------------------------------- [Name] EXHIBIT A 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. EX-27 5
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM REMINGTON OIL AND GAS CORPORATION'S FORM 10-Q FOR THE QUARTERLY PERIOD AND FIRST NINE MONTHS ENDED SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000874992 REMINGTON OIL AND GAS CORPORATION 1,000 3-MOS 9-MOS DEC-31-1999 DEC-31-1999 JUL-01-1999 JAN-01-1999 SEP-30-1999 SEP-30-1999 5,682 5,682 0 0 6,392 6,392 0 0 0 0 23,988 23,988 277,711 277,711 182,998 182,998 119,632 119,632 32,829 32,829 5,950 5,950 0 0 0 0 213 213 53,170 53,170 119,632 119,632 12,221 27,843 13,049 30,522 9,330 28,987 11,014 33,680 0 0 0 0 988 3,516 1,047 (6,674) (305) (300) 1,373 (6,373) 0 0 0 0 0 0 1,373 (6,373) 0.06 (0.30) 0.06 (0.30)
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