SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3 TO
SCHEDULE 13D
Under the
Securities Exchange Act of 1934
REMINGTON OIL & GAS CORPORATION
(Name of Issuer)
Common Stock ($.01 par value)
(Title of Class of Securities)
759594302
(CUSIP Number)
Nicholas G. Miller
HAWLEY TROXELL ENNIS & HAWLEY LLP
P.O. Box 1617
Boise, Idaho 83701
Telephone: (208) 344-6000
(Names, addresses, and telephone numbers of persons
authorized to receive notices and communications)
August 27, 2002
(Date of event which requires
filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box: [ ]
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(1) Name of Reporting Person (S.S. or I.R.S. Identification Nos.)
J.R. Simplot/The J.R. Simplot Self-Declaration of Revocable Trust;
518-34-0145
(2) Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
(6) Citizenship or Place of Organization
US
Number of (7) Sole Voting Power 5,507,928
Shares
Beneficially (8) Shared Voting Power 1,000
Owned
by Each (9) Sole Dispositive Power 5,507,928
Reporting
Person With: (10) Shared Dispositive Power 1,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,508,928 shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11)
20.9%
(14) Type of Reporting Person
IN
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(1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos.)
JRS Investments L.L.C./EIN 82-0514633
(2) Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds
00
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
(6) Citizenship or Place of Organization: US
Number of (7) Sole Voting Power 2,785,028
Shares
Beneficially (8) Shared Voting Power 0
Owned
by Each (9) Sole Dispositive Power 2,785,028
Reporting
Person With: (10) Shared Dispositive Power 0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,785,028
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11)
10.6%
(14) Type of Reporting Person
CO
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(1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos.)
JRS Properties III L.P., EIN: 82-0514634
(2) Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds
00.
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
(6) Citizenship or Place of Organization
US
Number of (7) Sole Voting Power 2,785,028
Shares
Beneficially (8) Shared Voting Power 0
Owned
by Each (9) Sole Dispositive Power 2,785,028
Reporting
Person With: (10) Shared Dispositive Power 0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,785,028
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11)
10.6%
(14) Type of Reporting Person
PN
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(1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos.)
JRS Properties L.P., EIN: 82-0485383
(2) Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds
00.
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
(6) Citizenship or Place of Organization
US
Number of (7) Sole Voting Power 2,722,900
Shares
Beneficially (8) Shared Voting Power 0
Owned
by Each (9) Sole Dispositive Power 2,722,900
Reporting
Person With: (10) Shared Dispositive Power 0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,722,900
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11)
10.4%
(14) Type of Reporting Person
PN
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(1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos.)
JRS Management L.L.C., EIN: 82-0514635
(2) Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds
00.
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
(6) Citizenship or Place of Organization
US
Number of (7) Sole Voting Power 2,722,900
Shares
Beneficially (8) Shared Voting Power 0
Owned
by Each (9) Sole Dispositive Power 2,722,900
Reporting
Person With: (10) Shared Dispositive Power 0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,722,900
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11)
10.4%
(14) Type of Reporting Person
CO
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This Amendment No. 3 amends the Schedule 13D originally filed on
September 2, 1997 (the "Original Schedule 13D") by the persons listed in Item 2
thereof, as previously amended by Amendment No. 1 to the Schedule 13D filed
on December 28, 1998 ("Amendment No. 1"), and Amendment No. 2 to the Schedule
13D filed on January 2, 2002 ("Amendment No. 2"). The Schedule 13D relates
to the Common Stock, par value $.01 per share (the "Common Stock") of
Remington Oil & Gas Corporation, a Delaware corporation (the "Issuer").
The purpose of this Amendment No. 3 is to report certain (i) sales of
Common Stock resulting in less than a one percent change but nevertheless
reported to update the Schedule 13D; (ii) transfers of Common Stock by the
Trust to a new Reporting Person but not involving a change in beneficial
ownership; and (iii) the results of certain discussions with the Issuer
relating to corporate governance issues. Except as expressly set forth in
this Amendment No. 3, the Schedule 13D (as previously amended) remains in
effect.
ITEM 1. SECURITY AND ISSUER.
The class of securities to which this Schedule 13D relates is the Common
Stock of the Issuer.
ITEM 2. IDENTITY AND BACKGROUND.
This amendment is being filed on behalf of the following Reporting Persons:
1) The J.R. Simplot Self-Declaration of Revocable Trust dated December
21, 1989 (the "Trust") and J.R. Simplot ("Mr. Simplot")
2) JRS Properties III L.P. ("JRS Properties III") and JRS Investments
L.L.C. ("JRS Investments");
3) JRS Properties L.P., an Idaho limited partnership ("JRS Properties")
and JRS Management L.L.C., an Idaho limited liability company ("JRS
Management"). JRS Management is the sole general partner of JRS Properties
and the Trust is the manager of JRS Management. The principal business of
JRS Properties and JRS Management is investment, and their principal
address is 999 W. Main Street, Suite 1300, Boise, Idaho. During the last
five years neither JRS Properties nor JRS Management has been involved in
any proceedings required to be disclosed.
ITEM 4. PURPOSE OF THE TRANSACTION.
As disclosed in the Original Schedule 13D, Mr. Simplot's investment
purpose was to acquire control of the Issuer. The Original Schedule 13D also
disclosed Mr. Simplot's interest in exploring a transaction that, by
reorganizing the Issuer's capital structure so that the Issuer would have a
single class of voting stock, would result in his beneficial ownership of
less than a majority of the outstanding voting stock of the Issuer.
Following the time of the Original Schedule 13D, Mr. Simplot did work toward
this objective and the transaction that was consummated to convert to a
single class of stock was reported on Amendment No. 1. Thereupon, Amendment
No. 1 disclosed Mr. Simplot's investment intent as "investment." Mr.
Simplot's investment intent remains the same.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
1) Mr. Simplot, through the Trust, JRS Investments and JRS Properties
III, owns and has voting and investment power with respect to 2,785,028
shares of Common Stock.
2) Mr. Simplot shares with Mrs. Simplot voting and investment power
with respect to 1000 shares of Common Stock.
3) Mr. Simplot, through the Trust, JRS Properties and JRS Management,
owns and has voting and investment power with respect to 2,722,900 Shares.
In sum, the Reporting Persons own 5,508,928 shares of Common Stock,
representing 20.9% of the outstanding Common Stock.
(b) See Item 5(a).
(c) Since the filing of Amendment No. 2, the Trust sold the shares of Common
Stock described below in open market sales through ordinary brokerage
transactions:
Sale No. of Price per Share
Date Shares (including commissions)
---- ------ -----------------------
5/29/02 46,000 $19.5140
5/31/02 66,000 19.5692
6/28/02 5,000 19.9200
7/01/02 5,100 19.5000
After the above reported sales of Common Stock, the Trust transferred its
remaining Common Stock to JRS Properties on July 3, 2002.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF ISSUER.
In light of the increased focus on corporate governance including the
adoption of the Sarbanes-Oxley Act and the proposed changes to the New York
Stock Exchange Listed Company Manual, the Issuer asked Mr. Simplot to clarify
certain aspects of his relationship with the Issuer and with Mr. David H.
Hawk ("Mr. Hawk") and Mr. James Arthur Lyle ("Mr. Lyle") who serve as members
of the Issuer's Board of Directors.
As described in the Original Schedule 13D, in 1997 the Issuer's
predecessor, Box Energy Company ("Box Energy"), and Mr. Simplot executed a
letter of intent in which Mr. Simplot advised Box Energy that, even though
Mr. Simplot's acquisition of voting control of Box Brothers Holding Company
Inc. (which controlled 57% of the voting stock of Box Energy) would enable
him to control the election of all members of the Board of Directors of Box
Energy, Mr. Simplot would retain the current directors of Box Energy provided
the board was expanded and the directors voted to add Mr. Hawk and Mr. Lyle
to the board of directors of Box Energy. Pursuant to this understanding,
Messrs. Hawk and Lyle were appointed to the Board of Directors. Since that
time, Messrs. Hawk and Lyle have been elected at each meeting of
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stockholders of the Issuer even though, as previously reported in
Amendment No. 2, Mr. Simplot has controlled less than 50% of the
voting securities of the Issuer since December 28, 1998.
1. MR. LYLE.
In 1997, Simplot and Mr. Lyle entered into an Agreement Regarding
Lawsuit (the "Agreement"). In the Agreement, the subject "Lawsuit" is
defined as follows: Civil Action No. 3:87-CV-2655-T Styled "James A. Lyle,
Plaintiff v. Thomas D. Box and Don D. Box, et al., Defendants," United States
District Court for the Northern District of Texas. Pursuant to the
Agreement, Mr. Lyle agreed to remain a plaintiff in the lawsuit and appointed
Mr. Simplot as his agent to manage the lawsuit. Mr. Simplot and Mr. Lyle
agreed that, in the event of settlement or trial and judgment resulting in
the transfer of operating control of any of the defendant entities described
in the Lawsuit to Mr. Simplot or his associated companies, Mr. Lyle would be
offered a position on the board of directors of the controlled entity.
On August 27, 2002, Mr. Lyle and Mr. Simplot executed a termination of
the Agreement (the "Termination Agreement") reciting the fact that the
provisions of the Agreement regarding Mr. Lyle's appointment as a director
had been accomplished following settlement of the lawsuit and further that
the Agreement had become impossible of performance by Mr. Simplot at least
since December 28, 1998, when Mr. Simplot ceased to control more than 50% of
the voting securities of the Issuer, as previously reported in Amendment No.
2.
The Termination Agreement also confirms that neither the Trust, Mr.
Simplot nor any of the Reporting Persons has any obligation to vote its
shares in favor of Mr. Lyle as a director.
2. MR. HAWK
On August 15, 2002, Mr. Simplot, the Trust and Mr. Hawk executed and
delivered to the Issuer a certain "Non-affiliation Agreement." The purposes
of the Non-affiliation Agreement are (i) to reaffirm Mr. Simplot's investment
intent, (ii) to confirm that Mr. Hawk has not served as, and is not, a
deputized director acting on behalf of Mr. Simplot, the Trust or any other
Reporting Person, and (iii) to confirm that none of the Reporting Persons has
had or now has any obligation to vote its shares in favor of Mr. Hawk as a
director.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Not applicable. As described in
Item 6, none of the Reporting Persons has any contract, arrangement,
understanding or relationship (legal or otherwise) with any other Reporting
Person or with Mr. Hawk or Mr. Lyle concerning the voting of the Issuer's
securities, or the giving or withholding of proxies in connection with the
election of directors of the Issuer or otherwise.
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After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify the information set forth in this statement is true,
complete and correct.
JRS PROPERTIES III L.P.,
an Idaho Limited Partnership,
by its Sole General Partner
JRS Investments L.L.C.,
an Idaho Limited Liability Company
by its Manager
The J.R. Simplot Self-Declaration of
Revocable Trust, dated December 21,
1989, as amended
Date: January 17, 2003 By /s/ J.R. Simplot, Trustee
THE J.R. SIMPLOT
SELF-DECLARATION OF REVOCABLE TRUST
Date: January 17, 2003 By /s/ J.R. Simplot, Trustee
Date: January 17, 2003 /s/ J.R. SIMPLOT
JRS PROPERTIES L.P.,
an Idaho Limited Partnership,
by its Sole General Partner
JRS Management L.L.C.
an Idaho Limited Liability Company
by its Manager
The J.R. Simplot Self-Declaration of
Revocable Trust, dated December 21,
1989, as amended
Date: January 17, 2003 By /s/ J.R. Simplot, Trustee
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