-----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, LyHTeUGcas8AS03ijmb31svjDXqBwed2E/EgLLGNg/rELCeCvbAsHnDPhqfOm0T2 csfkuNLRA9xPx6aT0YMlhw== 0001031523-06-000008.txt : 20060705 0001031523-06-000008.hdr.sgml : 20060704 20060705195537 ACCESSION NUMBER: 0001031523-06-000008 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060629 FILED AS OF DATE: 20060705 DATE AS OF CHANGE: 20060705 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SIMPLOT J R CENTRAL INDEX KEY: 0000947911 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11516 FILM NUMBER: 06946085 BUSINESS ADDRESS: BUSINESS PHONE: 2083362110 MAIL ADDRESS: STREET 1: 999 MAIN ST CITY: BOISE STATE: ID ZIP: 83702 FORMER NAME: FORMER CONFORMED NAME: SIMPLOT J R ET AL DATE OF NAME CHANGE: 19950712 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2006-06-29 1 0000874992 REMINGTON OIL & GAS CORP REM 0000947911 SIMPLOT J R 999 MAIN ST BOISE ID 83702 0 0 1 0 Common Stock 2006-06-29 4 H 0 550000 A 0 D Common Stock 2006-06-29 4 H 0 400000 A 0 D Common Stock 2006-06-29 4 H 0 420000 A 0 D Common Stock 2006-06-29 4 J 0 2870588 D 0 D Common Stock 2006-06-29 4 J 0 1657007 D 0 D Prepaid and Postpaid Forward Sale Contracts 2006-06-29 4 H 0 550000 D Common 550000 0 D Prepaid and Postpaid Forward Sale Contracts 2006-06-29 4 H 0 400000 D Common 400000 0 D Prepaid and Postpaid Forward Sale Contracts 2006-06-29 4 H 0 420000 D Common 420000 0 D See Explanation of Responses at Footnotes 11, 12, 13 and 14 Cancellation of Forward Sale Contracts; See Explanation of Responses See Explanation of Responses; D: Zero Indirect Ownership -- see Explanation of Responses. Zero shares held; not applicable $27.00 plus.436 shares of Helix common stock Direct ownership -- See Explanation of Responses Not applicable Complete or partial cancellation and payment of forward sale contracts resulting in liquidation of put equivalent positions in Remington Common Stock. See Explanation of Responses. Forward sale contract Explanation of Responses: 2,870,588 shares of Common Stock were directly owned by the J.R. Simplot Self Declaration of Revocable Trust (the "Trust"), of which Mr. J.R. Simplot is the beneficiary; and 1,657,007 shares of Common Stock were directly owned by JRS Properties III LP ("JRS Properties III"). Of the 1,657,007 shares directly owned by JRS Properties III, 550,000 shares of Common Stock were subject to a variable share prepaid forward sale contract with Bank of America Securities ("BofA"), reported on Form 4 filed February 24, 2003 as amended April 8, 2003; 400,000 shares of Common Stock were subject to a variable share prepaid forward sale contract with BofA, reported on Form 4 filed May 16, 2003; and 420,000 shares of Common Stock were subject to a variable share postpaid forward sale contract with Merrill Lynch Pierce Fenner & Smith ("Merrill"), reported on Form 4 filed October 25, 2004. (Continued -F/N 12) Explanation of Responses (continued): The rights and obligations of JRS Properties III in the event of a subsequent merger were fixed at the time of these transactions. Effective July 1, 2006, REM merged (the "Merger") into a subsidiary of Helix Energy Solutions Group, Inc., formerly known as Caldive International, Inc. ("Helix"). As a result of the Merger, each share of Common Stock was converted into (i) .436 shares of Helix common stock and (ii) $27.00 cash. (Continued -F/N 13) Explanation of Responses (continued): With respect to the Common Stock subject to the BofA forward sale contracts, the Merger resulted in "cancellation and payment," i.e. cancellation of the forward sale of the Common Stock as of the Merger Date and payment by JRS Properties III to BofA of an amount representing the fair value to BofA of an option with terms that would preserve the economic equivalent of any payment or delivery by the parties in respect of the forward sale contracts that would have been required after the Merger Date but for the occurrence of the Merger. With respect to the cash consideration received in the Merger for Common Stock subject to the Merrill forward sale contract, the Merger resulted in "cancellation and payment" of the forward sale contract as to the cash portion of the Merger consideration; and the forward sale contract was amended and continued with respect to the Helix stock acquired in the Merger. (continued--F/N 14) Explanation of Responses (continued): As a result of the Merger, JRS Properties III and the Trust ceased to be 10% beneficial owners of REM. Neither JRS Properties III nor the Trust, individually or combined, beneficially owns 10% or more of the Helix common stock following the Merger. See Footnotes 11, 12, 13 and 14 for Explanation of Responses. J.R. Simplot, by Ronald N. Graves, As Attorney-in-Fact 2006-07-05 J.R. Simplot Self Declaration of Revocable Trust by J.R. Simplot, Trustee, by Ronald N. Graves, as Attorney-in-Fact 2006-07-05 -----END PRIVACY-ENHANCED MESSAGE-----