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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 MARCH 31, 2002
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 (IRS employer
of incorporation or organization) identification no.)
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 than 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 25,927,293 outstanding shares of Common Stock, $0.01 par value, on
May 6, 2002.
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REMINGTON OIL AND GAS CORPORATION
INDEX
PAGE
----
PART I, FINANCIAL INFORMATION............................... 2
ITEM 1. FINANCIAL STATEMENTS.............................. 2
Condensed Consolidated Balance Sheets.................. 2
Condensed Consolidated Statements of Income............ 3
Condensed Consolidated Statements of Cash Flows........ 4
Notes to Condensed Consolidated Financial Statements... 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS............... 7
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK....................................... 9
PART II, OTHER INFORMATION.................................. 10
ITEM 1. LEGAL PROCEEDINGS................................. 10
ITEM 2. CHANGES IN SECURITIES............................. 10
ITEM 3. DEFAULTS UPON SENIOR SECURITIES................... 10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS........................................... 10
ITEM 5. OTHER INFORMATION................................. 10
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.................. 10
1
PART I, FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
REMINGTON OIL AND GAS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
MARCH 31, DECEMBER 31,
2002 2001
----------- ------------
(UNAUDITED)
ASSETS
Current assets
Cash and cash equivalents................................. $ 10,393 $ 19,377
Accounts receivable....................................... 21,362 19,445
Prepaid expenses and other current assets................. 3,049 1,487
--------- ---------
Total current assets........................................ 34,804 40,309
--------- ---------
Properties
Oil and gas properties (successful-efforts method)........ 450,192 433,988
Other properties.......................................... 3,084 3,023
Accumulated depreciation, depletion and amortization...... (246,595) (237,661)
--------- ---------
Total properties............................................ 206,681 199,350
--------- ---------
Other assets................................................ 869 773
--------- ---------
Total assets................................................ $ 242,354 $ 240,432
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities.................. $ 26,963 $ 34,232
Short-term notes payable and current portion of other
long-term payables...................................... 3,316 3,253
--------- ---------
Total current liabilities................................... 30,279 37,485
--------- ---------
Long-term liabilities
Notes payable............................................. 27,000 71,000
Other long-term payables.................................. 3,043 3,758
Deferred income taxes..................................... 2,837 2,851
--------- ---------
Total long-term liabilities................................. 32,880 77,609
--------- ---------
Total liabilities........................................... 63,159 115,094
--------- ---------
Commitments and contingencies (Note 5)
Stockholders' equity
Preferred stock, $.01 par value, 25,000,000 shares
authorized, no shares outstanding....................... -- --
Common stock, $.01 par value, 100,000,000 shares
authorized, 25,880,370 shares issued and 25,829,837
shares outstanding in 2002, 22,685,240 shares issued and
22,650,881 outstanding in 2001.......................... 258 227
Additional paid-in capital................................ 111,135 56,698
Restricted common stock................................... 7,094 8,055
Unearned compensation..................................... (4,234) (4,581)
Retained earnings......................................... 65,197 64,939
Treasury stock............................................ (255) --
--------- ---------
Total stockholders' equity.................................. 179,195 125,338
--------- ---------
Total liabilities and stockholders' equity.................. $ 242,354 $ 240,432
========= =========
See accompanying Notes to Condensed Consolidated Financial Statements.
2
REMINGTON OIL AND GAS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED
MARCH 31,
-------------------
2002 2001
-------- --------
Revenues
Oil sales................................................. $ 7,030 $ 8,014
Gas sales................................................. 12,234 31,208
Other income.............................................. 43 766
------- -------
Total revenues.............................................. 19,307 39,988
------- -------
Costs and expenses
Operating costs........................................... 3,146 3,049
Exploration expense....................................... 3,664 1,416
Depreciation, depletion and amortization.................. 9,568 8,789
General and administrative expenses....................... 1,246 1,292
General and administrative expenses -- stock based
compensation........................................... 457 2,474
Interest and financing costs.............................. 829 1,304
------- -------
Total costs and expenses.................................... 18,910 18,324
------- -------
Income before income taxes.................................. 397 21,664
Income tax expense........................................ 139 7,007
------- -------
Net income.................................................. $ 258 $14,657
======= =======
Basic income per share...................................... $ 0.01 $ 0.68
======= =======
Diluted income per share.................................... $ 0.01 $ 0.60
======= =======
See accompanying Notes to Condensed Consolidated Financial Statements.
3
REMINGTON OIL AND GAS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31,
-------------------
2002 2001
-------- --------
Cash flow provided by operations
Net income................................................ $ 258 $ 14,657
Adjustments to reconcile net income
Depreciation, depletion and amortization............... 9,568 8,789
Amortization of unproved leasehold costs............... 430 --
Deferred income taxes.................................. 139 6,268
Amortization of deferred charges....................... 47 173
Dry hole costs......................................... 3,062 185
Cash paid for dismantlement liabilities................ (4) --
Stock based compensation............................... 457 2,475
Changes in working capital
(Increase) in accounts receivable...................... (1,932) (1,325)
(Increase) in prepaid expenses and other current
assets................................................ (1,714) (360)
(Decrease) increase in accounts payable and accrued
expenses.............................................. (7,314) 3,765
Decrease in restricted cash............................ -- 1,792
-------- --------
Net cash flow provided by operations...................... 2,997 36,419
-------- --------
Cash from investing activities
Capital expenditures................................... (20,387) (19,325)
-------- --------
Net cash (used in) investing activities................... (20,387) (19,325)
-------- --------
Cash from financing activities
Payments on notes payable and other long-term
payables.............................................. (44,652) (1,092)
Common stock issued.................................... 53,313 446
Purchase of treasury stock............................. (255) --
-------- --------
Net cash provided by (used in) financing activities....... 8,406 (646)
-------- --------
Net (decrease) increase in cash and cash equivalents........ (8,984) 16,448
Cash and cash equivalents at beginning of period.......... 19,377 18,131
-------- --------
Cash and cash equivalents at end of period.................. $ 10,393 $ 34,579
======== ========
See accompanying Notes to Condensed Consolidated Financial Statements.
4
REMINGTON OIL AND GAS CORPORATION
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 the offshore Gulf of Mexico and the 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 three
months of 2002. 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 2001 Form 10-K. The income statements for
the three months ended March 31, 2002, cannot necessarily be used to project
results for the full year. We have made certain reclassifications to prior year
financial statements in order to conform to current year presentations.
NOTE 2. NEW ACCOUNTING POLICIES
STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 144
During the first quarter of 2002, we adopted Statement of Financial
Accounting Standards No. 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets" which supercedes Statement of Financial Accounting Standards
No. 121 "Accounting for Impairment of Long-Lived Assets." The statement
addresses financial accounting and reporting for the impairment or disposal of
long-lived assets. Adoption of this statement did not have a material effect on
our balance sheet or income statement.
UNPROVED PROPERTIES
Through December 31, 2001, we assessed the capitalized costs of unproved
properties periodically to determine whether their value has been impaired below
the capitalized costs, recognizing a loss to the extent such impairment was
indicated. In making these assessments, we considered factors such as
exploratory drilling results, future drilling plans and lease expiration terms.
Effective January 1, 2002, we implemented a policy whereby we amortize the
balance of our individually immaterial unproved property costs (adjusted by an
anticipated rate of future successful development) over an average lease term.
Individually significant properties will continue to be evaluated periodically
on a separate basis for impairment. We will transfer the original cost of an
unproved property to proved properties when we find commercial oil and gas
reserves sufficient to justify full development of the property. The effect of
this change was not material to our results of operations.
NOTE 3. COMMON STOCK AND NOTES PAYABLE
In March 2002, we issued 3.0 million shares of common stock at $18.50 per
share. Net proceeds from the offering totaled approximately $52.8 million. We
used $44.0 million of the net proceeds to reduce outstanding bank debt from
$71.0 million to $27.0 million. We used the remainder of the net proceeds for
working capital.
As of March 31, 2002, our amended credit facility of $150.0 million has a
borrowing base of $75.0 million. Interest only is payable quarterly through May
3, 2004, at which time the line expires and all principal becomes due, unless
the line is extended or renegotiated.
5
REMINGTON OIL AND GAS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 4. NET INCOME PER SHARE
FOR THE THREE MONTHS ENDED
MARCH 31,
--------------------------
2002 2001
--------- ---------
Net income available for basic income per share............. $ 258 $14,657
Interest expense on Convertible Notes (net of tax)........ -- 77
------- -------
Net income available for diluted income per share........... $ 258 $14,734
======= =======
Basic income per share...................................... $ 0.01 $ 0.68
======= =======
Diluted income per share.................................... $ 0.01 $ 0.60
======= =======
Weighted average common stock............................... 22,878 21,587
Dilutive stock options outstanding (treasury stock
method)................................................ 1,535 1,535
Restricted common stock grant............................. 584 663
Shares assumed issued by note conversions................. -- 534
Dilutive warrant outstanding.............................. -- 53
------- -------
Total common shares for diluted income per share............ 24,997 24,372
======= =======
NOTE 5. CONTINGENCIES
We have no material pending legal proceedings.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion will assist in understanding 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, 2001.
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 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.
This discussion is primarily an update to the Management's Discussion and
Analysis of Financial Condition and Results of Operations included in our 2001
Form 10-K. We recommend that you read this discussion in conjunction with the
Form 10-K.
Our long-term strategy is to increase our oil and gas production and
reserves while keeping our operating costs and our finding and development costs
competitive with our industry.
LIQUIDITY AND CAPITAL RESOURCES
The following table summarizes our contractual obligations and commercial
commitments as of March 31, 2002.
PAYMENTS DUE BY PERIOD
---------------------------------------------------
LESS THAN 1
TOTAL YEAR 1-3 YEARS 4-5 YEARS AFTER 5 YEARS
------- ----------- --------- --------- -------------
(IN THOUSANDS)
Contractual obligations
Bank debt....................... $27,000 $ -- $27,000 $ -- $ --
Other long-term payables........ $ 6,314 $3,271 $ 3,043 $ -- $ --
Office lease.................... $ 2,799 $ 441 $ 882 $984 $492
------- ------ ------- ---- ----
Total........................ $36,113 $3,712 $30,925 $984 $492
======= ====== ======= ==== ====
Other commercial commitments
Standby letter of credit........ $ 536 $ 536 $ -- $ -- $ --
On March 31, 2002, our current assets exceeded our current liabilities by
$4.5 million. Our current ratio was 1.15 to 1. From December 31, 2001, to March
31, 2002, our current assets decreased by $5.5 million due primarily to cash
used for capital expenditures and to pay down notes and accounts payable,
partially offset by net cash received from our common stock offering in March
2002.
Net cash flow from operations before changes in working capital decreased
by $18.6 million, or 57%, primarily because of lower oil and gas revenues during
the first quarter of 2002 compared to the first quarter of 2001. Gas sales
decreased by $19.0 million, or 61%, and oil sales decreased by $984,000, or 12%.
The decreases in sales related primarily to lower average prices in 2002
compared to the prior year.
During the first quarter of 2002, our capital expenditures totaled $20.4
million of which $18.5 million was spent in the Gulf of Mexico where we incurred
costs to drill and complete wells and upgrade and complete platforms and
facilities on five offshore properties. We have budgeted $75.0 million for
capital expenditures during 2002. This capital and exploration budget includes
$37.0 million for exploratory wells, $20.0 million for offshore platforms and
development drilling, and $18.0 million for leasing, seismic, acquisitions, and
workovers. We expect that our cash, estimated future cash flow from operations,
and available bank line of credit will be adequate to fund these expenditures
for the remainder of 2002.
7
In March 2002, we issued 3.0 million shares of common stock at $18.50 per
share. Net proceeds from the offering totaled approximately $52.8 million. We
used $44.0 million of the net proceeds to reduce outstanding bank debt from
$71.0 million to $27.0 million with the remainder used for working capital.
As of March 31, 2002, our credit facility of $150.0 million had a borrowing
base of $75.0 million. Interest only is payable quarterly through May 3, 2004,
at which time the line expires and all principal becomes due, unless the line is
extended or renegotiated. As of May 6, 2002, we had $27.0 million borrowed under
the facility, and we had utilized an additional $536,000 of the borrowing base
as collateral for a letter of credit. The banks review the borrowing base
semi-annually and may increase or decrease the borrowing base relative to a
redetermined estimate of proved oil and gas reserves. Our oil and gas properties
are pledged as collateral for the line of credit. Additionally, we have agreed
not to pay dividends.
RESULTS OF OPERATIONS
The following table reflects oil and gas revenues, production, and prices
during the first quarter of 2002 compared to the first quarter of 2001.
THREE MONTHS ENDED
MARCH 31,
-------------------------------
% INCREASE
2002 (DECREASE) 2001
-------- ---------- -------
Oil production volume (MBbls)......................... 367 20% 305
Oil sales revenue..................................... $ 7,030 (12)% $ 8,014
Price per barrel...................................... $ 19.15 (27)% $ 26.24
Increase (decrease) in oil sales revenue due to:
Change in prices.................................... $ (2,162)
Change in production volume......................... 1,178
--------
Total (decrease) in oil sales revenue................. $ (984)
========
Gas production volume (MMcf).......................... 4,755 (9)% 5,202
Gas sales revenue..................................... $ 12,234 (61)% $31,208
Price per Mcf......................................... $ 2.57 (57)% $ 6.00
(Decrease) in gas sales revenue due to:
Change in prices.................................... $(17,843)
Change in production volume......................... (1,131)
--------
Total (decrease) in gas sales revenue................. $(18,974)
========
Oil sales revenue decreased by $984,000, or 12%. An increase of 62,000
barrels (20%) in oil production, primarily from new properties in the offshore
Gulf of Mexico, provided an increase in revenue of approximately $1.2 million.
However, the increased production was more than offset by the $2.2 million
decrease in revenue caused by the drop in average prices from $26.24 per barrel
in 2001 to $19.15 per barrel in 2002.
Gas sales revenue decreased by $19.0 million, or 61%, because of lower
average gas prices and lower production. Average gas prices decreased from $6.00
per Mcf in the first quarter of 2001 to $2.57 per Mcf, or 57%, for the same
quarter in 2002, causing gas sales revenues to decrease by $17.8 million.
Production decreased by 447,000 Mcf, or 9%, primarily because of lower gas
production from the offshore Gulf of Mexico, partially offset by increased
production from South Texas.
Operating expenses did not increase significantly between the first
quarters of 2002 and 2001. Exploration expenses increased primarily because of
dry hole costs for a well drilled on Main Pass Block 232 in the Gulf of Mexico
and the write-off of unproved leasehold costs. Depreciation, depletion, and
amortization increased by $779,000, or 9%, primarily due to increased production
from higher cost properties.
8
General and administrative expenses did not change significantly. Stock
based compensation expense includes the amortized compensation cost related to
the contingent stock grant and the directors' fees paid in common stock. The
expense recorded in the first quarter of 2001 included a "catch up" amortization
of approximately $2.0 million from the date of the grant to the measurement date
in January 2001.
Interest and financing costs decreased due to lower weighted average rates
and a decrease in the total debt outstanding. Income tax expense decreased by
$6.9 million because of the lower income before taxes in the first quarter of
2002 compared to the first quarter of 2001.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK
Our market risk sensitive instrument at March 31, 2002, is a revolving bank
line of credit. At March 31, 2002, the unpaid principal balance under the line
was $27.0 million which approximates its fair value. The interest rate on this
debt is based on a premium of 150 to 225 basis points over the London Interbank
Offered Rate ("Libor"). The rate is reset periodically, usually every three
months. If on March 31, 2002, Libor changed by one full percentage point (100
basis points), the fair value of our revolving debt would change by
approximately $67,500. We have not entered into any interest rate hedging
contracts.
COMMODITY PRICE RISK
Occasionally we sell forward portions of our production under physical
delivery contracts that by their terms cannot be settled in cash or other
financial instruments. Such contracts are not subject to the provisions of
Statement of Financial Accounting Standards No. 133 "Accounting for Derivative
Instruments and Hedging Activities." Accordingly, we do not provide sensitivity
analysis for such contracts. For the period January 1, 2002, through June 30,
2002, we have physical delivery contracts in place to sell approximately 20,000
MMBtu of gas per day (approximately 1/3 of our gas production for that six month
period) at a price of approximately $2.77 per MMBtu.
A vast majority of our production is sold on the spot markets. Accordingly,
we are at risk for the volatility in the commodity prices inherent in the oil
and gas industry.
9
PART II, OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We have no material pending legal proceedings.
ITEM 2. CHANGES IN SECURITIES
On March 27, 2002, we issued 3.0 million shares of common stock at $18.50
per share. Net proceeds from the offering totaled approximately $52.8 million.
We used $44.0 million of the net proceeds to reduce outstanding bank debt from
$71.0 million to $27.0 million and used the remainder of the net proceeds for
working capital.
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:
3.1+ -- Certificate of Amendment of Certificate of Incorporation of
Remington Oil and Gas Corporation.
3.3++ -- By-Laws as amended.
10.1* -- Transportation Agreement with CKB Petroleum, Inc., dated
March 1, 1985, as amended on April 19, 1989.
10.2### -- Pension Plan of Remington Oil and Gas Corporation, as
Amended and Restated effective January 1, 2000.
10.3### -- Amendment Number One to the Pension Plan of Remington Oil
and Gas Corporation.
10.4** -- Agreement by and between Remington Oil and Gas Corporation
and James A. Watt.
10.5*** -- Employee Severance Plan.
10.6## -- 1997 Stock Option Plan (as amended June 17, 1999, and May
23, 2001).
10.7*** -- Non-Employee Director Stock Purchase Plan.
10.8+++ -- Form of Employment Agreement effective September 30, 1999,
by and between Remington Oil and Gas Corporation and two
executive officers.
10.9+++ -- Form of Employment Agreement effective September 30, 1999,
by and between Remington Oil and Gas Corporation and an
executive officer.
10.10# -- Employment Agreement effective January 31, 2000, by and
between Remington Oil and Gas Corporation and James A. Watt.
10.11# -- Form of Contingent Stock Grant Agreement -- Directors.
10.12# -- Form of Contingent Stock Grant Agreement -- Employees.
10.13# -- Form of Amendment to Contingent Stock Grant
Agreement -- Directors.
10.14# -- Form of Amendment to Contingent Stock Grant
Agreement -- Employees.
(b) We made two filings on Form 8-K during the quarter ended March 31,
2002. The first on March 21, 2002, related to an operations press release while
the second filed on March 26, 2002, concerned the filing of the Underwriting
Agreement dated as of March 22, 2002, with Jefferies & Company, Inc.
10
---------------
* 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-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 September 30, 1999, filed with the Commission
and effective on or about November 12, 1999.
# Incorporated by reference to the Company's Form 10-K (file number 1-11516)
for the fiscal year ended December 31, 2000, filed with the Commission and
effective on or about March 16, 2001.
## Incorporated by reference to the Company's Form 10-Q (file number 1-11516)
for the fiscal quarter ended September 30, 2001, filed with the Commission
and effective on or about November 9, 2001.
### Incorporated by reference to the Company's Form 10-K (file number 1-11516)
for the fiscal year ended December 31, 2001, filed with the Commission and
effective on or about March 21, 2002.
11
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: May 9, 2002 By: /s/ JAMES A. WATT
---------------------------------
James A. Watt
President and Chief Executive Officer
Date: May 9, 2002 By: /s/ J. BURKE ASHER
---------------------------------
J. Burke Asher
Vice President/Finance
12
INDEX TO EXHIBITS
3.1+ -- Certificate of Amendment of Certificate of Incorporation of
Remington Oil and Gas Corporation.
3.3++ -- By-Laws as amended.
10.1* -- Transportation Agreement with CKB Petroleum, Inc., dated
March 1, 1985, as amended on April 19, 1989.
10.2### -- Pension Plan of Remington Oil and Gas Corporation, as
Amended and Restated effective January 1, 2000.
10.3### -- Amendment Number One to the Pension Plan of Remington Oil
and Gas Corporation.
10.4** -- Agreement by and between Remington Oil and Gas Corporation
and James A. Watt.
10.5*** -- Employee Severance Plan.
10.6## -- 1997 Stock Option Plan (as amended June 17, 1999, and May
23, 2001).
10.7*** -- Non-Employee Director Stock Purchase Plan.
10.8+++ -- Form of Employment Agreement effective September 30, 1999,
by and between Remington Oil and Gas Corporation and two
executive officers.
10.9+++ -- Form of Employment Agreement effective September 30, 1999,
by and between Remington Oil and Gas Corporation and an
executive officer.
10.10# -- Employment Agreement effective January 31, 2000, by and
between Remington Oil and Gas Corporation and James A. Watt.
10.11# -- Form of Contingent Stock Grant Agreement -- Directors.
10.12# -- Form of Contingent Stock Grant Agreement -- Employees.
10.13# -- Form of Amendment to Contingent Stock Grant
Agreement -- Directors.
10.14# -- Form of Amendment to Contingent Stock Grant
Agreement -- Employees.
---------------
* 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-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 September 30, 1999, filed with the Commission
and effective on or about November 12, 1999.
# Incorporated by reference to the Company's Form 10-K (file number 1-11516)
for the fiscal year ended December 31, 2000, filed with the Commission and
effective on or about March 16, 2001.
## Incorporated by reference to the Company's Form 10-Q (file number 1-11516)
for the fiscal quarter ended September 30, 2001, filed with the Commission
and effective on or about November 9, 2001.
### Incorporated by reference to the Company's Form 10-K (file number 1-11516)
for the fiscal year ended December 31, 2001, filed with the Commission and
effective on or about March 21, 2002.