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Remington Oil and Gas Corporation
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2
REMINGTON OIL AND GAS
CORPORATION
Proxy Statement and
Notice of Annual Meeting
3
LETTER TO OUR STOCKHOLDERS
To Our Stockholders:
I invite all of our Stockholders to our Annual Meeting on May 23, 2001.
This proxy statement and proxy card are sent to you in connection with the
Annual Meeting. Also enclosed is a copy of our annual report.
Please vote as soon as possible. We look forward to seeing you at the
Annual Meeting.
Sincerely,
/s/ David H. Hawk
David H. Hawk
Chairman of the Board
4
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS-
MAY 23, 2001
TIME
10:00 a.m. CDT, on Wednesday, May 23, 2001
PLACE
Park Cities Hilton
5954 Luther Lane
Dallas, Texas
BUSINESS
(1) Elect 9 members of the Board of Directors,
(2) Ratify Arthur Andersen LLP as the company's independent accountants for
2001,
(3) Consider and vote on a proposal to authorize an increase in the number of
shares issuable under our 1997 Stock Option Plan, and
(4) Transact all other business that may properly come before the meeting.
DOCUMENTS
The Proxy Statement, proxy card, and Remington Oil and Gas Corporation's 2000
Annual Report are included in this mailing.
RECORD DATE
Stockholders owning common stock of the company at the close of business on
April 16, 2001, are entitled to vote at the Annual Meeting.
VOTING
Even if you plan to attend the meeting in person, please provide us your voting
instructions by marking, signing and dating the proxy card and returning it in
the enclosed postage-paid envelope.
BY ORDER OF THE
BOARD OF DIRECTORS -- March 6, 2001
/s/ J. Burke Asher
J. Burke Asher
Secretary
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TABLE OF CONTENTS
Questions and Answers....................................... 1
Proposals................................................... 2
Corporate Governance -- Our Directors and Officers.......... 4
Corporate Governance -- Board Compensation and Committees... 10
Audit Committee Report...................................... 11
Executive Compensation...................................... 12
Stock Option Plans.......................................... 13
Pension Plans............................................... 15
Change in Control Arrangements and Employment Contracts..... 16
Board Compensation Committee Report on Executive
Compensation.............................................. 18
Performance Graph........................................... 20
Security Ownership of Certain Beneficial Owners and
Management -- Ownership of Certain Beneficial Owners...... 21
Security Ownership of Certain Beneficial Owners and
Management -- Ownership of Management..................... 21
Certain Relationships and Related Transactions.............. 22
(i)
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QUESTIONS AND ANSWERS
Q: WHY AM I RECEIVING THIS PROXY STATEMENT AND CARD?
A: The Board of Directors of Remington Oil and Gas Corporation is soliciting
your proxy for the 2001 Annual Meeting of Stockholders and any adjournments or
postponements thereof. The meeting will be held at 10:00 a.m. CDT on Wednesday,
May 23, 2001, at the Park Cities Hilton, Dallas, Texas. This Proxy Statement and
card are initially being provided to stockholders on or about April 26, 2001.
Q: WHAT AM I VOTING ON?
A: Re-election of the Board of Directors, ratification of Arthur Andersen LLP as
the company's independent accountants for 2001, and a proposal to increase the
shares of common stock authorized for issuance under the 1997 Stock Option Plan.
Q. WHO IS ENTITLED TO VOTE?
A: Stockholders as of the close of business on April 16, 2001. Each share of
common stock is entitled to one vote. As of April 16, 2001, there were
21,682,659 shares of Remington common stock outstanding.
Q: HOW DO I GIVE VOTING INSTRUCTIONS?
A: You may attend the meeting and vote and give instructions in person or by
mail. Instructions are on the proxy card. The persons named on the proxy card
will vote all properly executed proxies that are delivered pursuant to this
solicitation and not subsequently revoked in accordance with the instructions
given by you.
Q: MAY I CHANGE MY VOTE?
A: Yes, you may revoke your proxy by submitting a subsequent proxy or by written
request received by the company's secretary before the meeting. The company's
executive offices are located at 8201 Preston Road, Suite 600, Dallas, Texas
75225-6211. The telephone number is (214) 210-2650.
Q: HOW DO I VOTE IF I HOLD MY STOCK THROUGH A BROKER, BANK OR OTHER NOMINEE?
A: Only stockholders of record as of April 16, 2001, are entitled to vote. If
you hold your shares through a broker, bank, or other nominee, you hold your
shares in "street name." You most likely will receive a request for voting
instructions from the record holder through whom you hold your shares. Follow
the instructions in such a request in order for the record holder to follow your
voting wishes.
Q: WHAT DOES IT MEAN IF I GET MORE THAN ONE PROXY CARD?
A: You will receive a proxy card for each account that you have. Please vote
proxies for all accounts to ensure that all your shares are voted.
Q: WHAT CONSTITUTES A QUORUM?
A: A majority of the outstanding shares of the company must be represented at
the meeting, whether in person or by proxy, for there to be a quorum for the
meeting. For purposes of determining the existence of a quorum so that business
may be conducted at the meeting, abstentions are counted as are properly
executed proxies which withhold voting authority on any matter. Abstentions for
purposes of tabulating the vote have the same effect as a vote against any or
all of the proposals as does a proxy withholding voting authority.
Q: HOW DO STOCKHOLDERS MAKE PROPOSALS, INCLUDING DIRECTOR NOMINATIONS, FOR THE
ANNUAL MEETING?
A: The deadline for submitting stockholder proposals for the 2001 Annual Meeting
was April 20, 2001. No stockholder proposals were received as of that date.
Q: WHO PAYS THE EXPENSE OF SOLICITING PROXIES?
A: The company pays the cost of soliciting proxies. The officers or other
employees of the company or its subsidiaries may solicit proxies to have a
larger representation at the meeting.
Q: ARE THERE ANY OTHER MATTERS WHICH MAY BE BROUGHT BEFORE THE MEETING?
A: The Board of Directors knows of no matters other than the three proposals
discussed in this Proxy Statement to be brought before the meeting.
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PROPOSALS
- PROPOSAL NO. 1 RE-ELECTION OF DIRECTORS
- The Board of Directors presents the following nominees for re-election:
- Don D. Box (age 50, director since 1991)
- John E. Goble, Jr. (age 54, director since 1997)
- William E. Greenwood (age 62, director since 1997)
- David H. Hawk (age 56, director since 1997)
- James Arthur Lyle (age 55, director since 1997)
- David E. Preng (age 54, director since 1997)
- Thomas W. Rollins (age 70, director since 1996)
- Alan C. Shapiro (age 55, director since 1994)
- James A. Watt (age 51, director since 1997)
- The nominees constitute the current Board of Directors, and each has consented
to serve until the Annual Meeting in the year 2002.
- If any director is unable to stand for re-election, the Board may provide for
a lesser number of directors or the Nominations Committee may designate a
substitute. In the latter event, shares represented by proxies may be voted
for a substitute director.
- The affirmative vote of a plurality of shares present and entitled to vote is
required for the election of directors.
- The Board of Directors recommends a vote "For" the nominees listed in Proposal
No. 1.
- PROPOSAL NO. 2 RATIFICATION OF ACCOUNTANTS
- The Board of Directors has selected Arthur Andersen LLP as our independent
accountants for 2001. Arthur Andersen is an international firm of certified
public accountants and has been retained by us since 1996. A representative of
Arthur Andersen is expected to be present at the annual meeting to answer
appropriate questions from stockholders. Arthur Andersen will have the
opportunity to make a statement if they desire to do so.
- For the fiscal year ended December 31, 2000, we have incurred the following
charges from Arthur Andersen in connection with services by the firm:
Audit Fees -- $123,500. This amount represents the aggregate fees to Arthur
Andersen for the audit of our financial statements and review of our interim
financial statements for fiscal year ended December 31, 2000;
Financial Information Systems Design and Implementation Fees -- No such fees
to Arthur Andersen were incurred for fiscal year ended December 31, 2000; and
All Other Fees -- $125,395. This amount represents fees for work by Arthur
Andersen relating to corporate taxes and employee and retiree benefits
accounting.
- The Audit Committee of our Board of Directors has considered whether the
rendering of the non-audit services by Arthur Andersen is compatible with
maintaining the auditor's independence.
- The Board of Directors recommends a vote "For" the ratification of Arthur
Andersen LLP as our independent accountants for 2001. The affirmative vote of
a majority of the shares present at the meeting, by proxy or in person, is
required for approval of Proposal No. 2.
- PROPOSAL NO. 3 STOCK OPTION PLAN AMENDMENT
- The stockholders approved our 1997 Stock Option Plan at our annual meeting in
1997. As originally approved, 2,750,000 shares of our common stock were
reserved under the plan with no more than 275,000 shares issuable to any one
participant. In 1999, the stockholders approved an amendment to the stock
option plan that raised the number of shares available to a single participant
to 25% of the total shares issuable under the plan. We describe the option
plan in more detail on pages 13-14 of this Proxy Statement.
- The Board of Directors proposes to amend the 1997 Stock Option Plan to
increase the number of shares authorized for issuance under the plan by
1,000,000 shares to a total of 3,750,000. The limit on shares issuable to a
single participant is proposed to remain at 25%.
- The 1997 Stock Option Plan has been a successful component of our long-term
stock based incentive program. Our Board of Directors and Compensation
Committee believe that long-term stock based incentives are a valuable tool to
employing and retaining highly qualified and high performing employees,
especially executive officers and technical personnel. As of April 10, 2001,
out of a possible
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PROPOSALS - CONTINUED
2,750,000 shares, options representing 2,630,000 shares of stock have been
granted by our Board of Directors. In order for the option plan to continue to
serve as a viable long-term incentive, an increase in the number of shares
reserved for the plan is necessary. As under the current plan, and assuming
the amendment is approved, no one participant will be eligible to receive more
than 25% or 937,500 of the 3,750,000 shares reserved. Pages 10, 12-14, and
page 21 of this Proxy Statement contain certain information regarding the
options granted to our officers and directors.
- As of the date of this Proxy Statement, there are no option grants which are
contingent upon the approval of the amendment. No determination has been made
as of the date of this Proxy Statement as to any grant of options over and
above those already granted.
- The Board of Directors recommends a vote "For" amending the 1997 Stock Option
Plan to increase the number of shares authorized for the issuance of options
by 1,000,000 to a total of 3,750,000. The affirmative vote of a majority of
the shares present at the meeting, by proxy or in person, is required for
approval of proposal No. 3.
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CORPORATE GOVERNANCE-
OUR DIRECTORS AND OFFICERS
The following information relates to the members of our Board of Directors or
executive officers during 2000. Each director holds office until his successor
is elected and qualified or until his resignation or removal. Executive officers
hold their respective offices at the pleasure of the Board of Directors.
DON D. BOX Age: 50
Positions with us:
- Director since March 1991
- Executive Vice President since October 1997
- Chairman of the Board January 1994-October 1997
- Chief Executive Officer August 1996-October 1997
- President August 1996-March 1997
- Director, Corporate Development March 1994-January 1995
Positions with our affiliates:
- CKB Petroleum, Inc.
-- Vice President since September 1997
-- Director August 1982-September 1997
-- President August 1982-September 1997
- CKB & Associates, Inc.
-- Vice President since May 1981
-- Director May 1981-September 1997
- S-Sixteen Holding Company
-- Director December 1981-September 1997
-- President December 1981-February 1996, April 1997-September 1997
-- Vice President February 1996-April 1997, September 1997-December 1998
Outside directorships
- Authoriszer, Inc.
Education
- Bachelor of Arts-University of Pennsylvania
- Bachelor of Science in Economics-The Wharton School of the University of
Pennsylvania
- Masters of Business Administration-Southern Methodist University
JOHN E. GOBLE, JR., CPA Age:
54
Positions with us:
- Director since April 1997
- Member-Audit Committee
Employment:
- Byrd Investments-Investment and financial advisor since 1986
Outside Directorships:
- Miracle of Pentecost Foundation
Education:
- Bachelor of Business Administration-Southern Methodist University
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10
CORPORATE GOVERNANCE-
OUR DIRECTORS AND OFFICERS - CONTINUED
WILLIAM E. GREENWOOD Age: 62
Positions with us:
- Director since April 1997
- Member-Audit Committee
- Member-Compensation Committee
Employment:
- Consultant since 1995
- Director and Chief Operating Officer-Burlington Northern Railroad Corporation
from 1990 until 1994
Outside Directorships:
- Transport Dynamics, Inc.
- President-Mendota Museum and Historical Society
Education:
- Bachelor of Science-Marquette University
DAVID H. HAWK Age: 56
Positions with us:
- Director since September 1997
- Chairman of the Board since October 1997
- Member-Executive Committee
Employment:
- J.R. Simplot Company-Director, Energy Natural Resources since 1984
- Previously employed with Atlantic Richfield Company and Tenneco Inc. as an
Exploration Geologist
- Prior executive positions with IGC Production Company, Sundance Oil Company
and Horn Resources Corporation
Education:
- Bachelor of Science in Geology and Distinguished Graduate Medalist-University
of Idaho
- Master of Science in Geology-University of Oklahoma
JAMES ARTHUR LYLE, CCIM Age:
55
Positions with us:
- Director since September 1997
- Member-Compensation Committee
Employment:
- Owner-James Arthur Lyle & Associates, Inc., a commercial, industrial and
investment real estate firm, since 1976
Outside directorships:
- Director, Chief Operating Officer and President since 1984-Hueco Mountain
Estates, Inc., a 10,500 acre multi-use real estate development located in El
Paso County, Texas
Education:
- Bachelor of Science in Industrial Management-Georgia Institute of Technology
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CORPORATE GOVERNANCE-
OUR DIRECTORS AND OFFICERS - CONTINUED
DAVID E. PRENG Age: 54
Positions with us:
- Director since April 1997
- Chairman-Compensation Committee
Employment:
- Chief Executive Officer and President since 1980-Preng and Associates, Inc.,
an international executive search firm specializing in the energy industry
Outside directorships:
- Director-British American Business Council
- Fellow-Institute of Directors
Education:
- Bachelor of Science in Business Administration-Marquette University
- Master of Business Administration-DePaul University
THOMAS W. ROLLINS Age: 70
Positions with us:
- Director since July 1996
- Member-Executive Committee
Employment:
- Chief Executive Officer since 1985-Rollins Resources, a natural gas and oil
consulting firm
- Previously President and Chief Executive Officer-Park Avenue Exploration
Corporation, an oil and gas exploration firm and a subsidiary of USF&G
Corporation
- Previously held executive positions and/or directorships with Shell Oil
Company, Pennzoil Company, Florida Gas Transmission Company, Pogo Producing
Company, Magma Copper Company and Felmont Oil Corporation
Outside directorships:
- Director-Enron Cash Company #2
- Director-Pheasant Ridge Winery
- Director-The Teaching Company
- Director-Nature Conservancy of Texas
Education:
- Geological Engineering Degree and Distinguished Graduate Medalist-The Colorado
School of Mines
ALAN C. SHAPIRO Age: 55
Positions with us:
- Director since May 1994
- Chairman-Audit Committee
Employment:
- The Ivadelle and Theodore Johnson Professor of Banking and Finance in the
Department of Finance and Business Economics, Marshall School of Business,
University of Southern California, since 1992
- Previously Chairman of the Department of Finance and Business Economics,
University of Southern California, 1993-1998
- Frequent consultant and expert witness to business and government
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CORPORATE GOVERNANCE-
OUR DIRECTORS AND OFFICERS - CONTINUED
Publications:
- Multinational Financial Management, a best selling textbook used in MBA
programs worldwide
- Numerous other books and articles
Education:
- Bachelor of Arts in Mathematics-Rice University
- Ph.D. in Economics-Carnegie Mellon University
JAMES A. WATT Age: 51
Positions with us:
- Chief Executive Officer since February 1998
- President since March 1997
- Director since September 1997
- Member-Executive Committee
Positions with our Affiliates:
- CKB Petroleum, Inc.
-- Director and President since January 1999
- CKB & Associates, Inc.
-- Director and President since January 1999
Previous employment highlights:
- Vice President/Exploration-Seagull E&P, Inc., 1993-1997
- Vice President/Exploration and Exploitation-Nerco Oil & Gas, Inc., 1991-1993
Education:
- Bachelor of Science in Physics-Rensselaer Polytechnic Institute
ROBERT P. MURPHY Age: 42
Positions with us:
- Chief Operating Officer since October 2000
- Senior Vice President/Exploration & Production since July 1999
- Vice President/Exploration, January 1998-June 1999
Previous employment:
- Director-Cairn Energy USA, Inc., May 1996-November 1997
- Vice President-Exploration-Cairn Energy USA, March 1993-January 1998
- Exploration Geologist-Cairn Energy USA, 1990-March 1993
- Exploration Geologist-Enserch Exploration, 1984-1990
Education:
- Bachelor of Science in Geology-The University of Texas at Austin
- Master of Science in Geosciences-The University of Texas at Dallas
STEVEN J. CRAIG Age: 49
Positions with us:
- Senior Vice President/Planning and Administration since April 1997
- Administrative Assistant to the Chairman, August 1996 to April 1997
- Vice President, February 1994-March 1995
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13
CORPORATE GOVERNANCE-
OUR DIRECTORS AND OFFICERS - CONTINUED
Positions with our affiliates:
- CKB Petroleum, Inc.
-- Director and Vice President since January 1999
-- Vice President and Assistant Treasurer, March 1997-October 1997
-- Director, March 1997-August 1997
-- Assistant Treasurer and Controller, March 1996-March 1997
- CKB & Associates, Inc.
-- Director and Vice President since January 1999
-- Vice President and Assistant Treasurer, March 1997-October 1997
-- Director, March 1997-August 1997
-- Assistant Treasurer and Controller, March 1996-March 1997
- S-Sixteen Holding Company
-- Vice President and Assistant Treasurer, March 1997-October 1997
-- Director, March 1997-August 1997
-- Chief Financial Officer and Assistant Treasurer, May 1996-March 1997
Previous Employment:
- Self Employed-Real Estate and Consulting, 1992-1994, March 1995-March 1996
Education:
- Bachelor of Arts in Economics-Southern Methodist University
- Master of Business Administration-Southern Methodist University
J. BURKE ASHER Age: 60
Positions with us:
- Vice President/Finance since December 1997
- Secretary since October 1996
- Chief Accounting Officer, September 1996-December 1997
Positions with our affiliates:
- CKB Petroleum, Inc.
-- Treasurer and Assistant Secretary since March 1997
-- Director, March 1997-April 1997
- CKB & Associates, Inc.
-- Treasurer and Assistant Secretary since March 1997
-- Director, March 1997-August 1997
- S-Sixteen Holding Company
-- Treasurer and Assistant Secretary, March 1997-December 1998
-- Director, March 1997-August 1997
Previous employment:
- Self employed financial consultant and advisor, 1987-1996
- Controller-Doty-Moore Tower Services, Inc., a contractor to the communications
industry, 1993-1995
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CORPORATE GOVERNANCE-
OUR DIRECTORS AND OFFICERS - CONTINUED
Education:
- Bachelor of Science in Economics-The Wharton School of the University of
Pennsylvania
EDWARD V. HOWARD, CPA Age: 38
Positions with us:
- Vice President/Controller since March 1992
- Senior Accountant, October 1989-March 1992
- Assistant Secretary since October 1997
Education:
- Bachelor of Business Administration-West Texas State University
Except for Mr. Rollins' consulting practice, no director has a significant
personal interest in the exploration, development or production of oil and gas.
Mr. Rollins is required to abstain on matters in which there may be a conflict
of interest between us and one of his clients.
Litigation Involving Directors and Executive Officers
We know of no present litigation involving the directors or executive officers.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon the company's review of Forms 3, 4, and 5 received by the
company, all persons required by Section 16(a) of the Securities Exchange Act of
1934 ("the Act") to file such forms complied with Section 16(a) of the Act with
the following exception: In March 2001 David H. Hawk filed one late Form 4
reporting one transaction.
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CORPORATE GOVERNANCE-
BOARD COMPENSATION AND COMMITTEES
COMPENSATION OF DIRECTORS
- Only non-employee directors are compensated for board service.
- Compensation includes:
-- Annual retainer of $20,000
-- $1,000 per board meeting attended
-- Participation in the 1997 Stock Option Plan
-- Eligible for contingent stock grant (See discussion of grants on page 14.)
-- Committee meeting fee of $750 per meeting attended if on a different day
than a full board meeting
-- Directors are entitled to reimbursement of company related out-of-pocket
expenses.
-- We provide directors and officers insurance and indemnification to the full
extent allowed by law.
-- All or part of a director's board compensation may be received in company
stock in accordance with the Non-Employee Director Stock Purchase Plan.
- Five board meetings in 2000
- All directors attended at least 75% of the meetings.
-During 2000, the Company granted to Don D. Box and each non-employee director
except David H. Hawk 30,000 options pursuant to the 1997 Stock Option Plan. The
exercise price is $3.75 per share, the options expire in 2010, and are
exercisable 1/3 per year beginning in 2001.
- During 2000, we paid Rollins Resources, a proprietorship owned by director
Thomas W. Rollins, $1,500 for consulting fees.
NON-EMPLOYEE DIRECTOR STOCK PURCHASE PLAN
- Approved by stockholders December 4, 1997
- Each non-employee director may, once a year, elect to receive all or part of
his board compensation in our common stock.
- The number of shares received equals 150% of the cash amount of compensation
divided by the closing market price of our common stock on the day the cash
fees would be payable.
- Shares received under this plan may not be transferred for one year after
issuance.
- Shares may be transferred earlier than one year based on a director's death,
disability or departure from the board.
- During the restricted transfer period, the director may vote the stock and
receive any dividends.
- The board may terminate this plan at any time.
- Shares received under plan for 2000:
-- John E. Goble, Jr. ........ 2,451 shares in lieu of $12,000 cash
-- William E. Greenwood....... 5,692 shares in lieu of $27,750 cash
-- James Arthur Lyle.......... 5,229 shares in lieu of $25,500 cash
-- David E. Preng............. 5,229 shares in lieu of $25,500 cash
-- Alan C. Shapiro............ 5,337 shares in lieu of $26,250 cash
- BOARD COMMITTEES
- Audit Committee:
- Members are Mr. Goble, Mr. Greenwood, and Dr. Shapiro.
- Met 5 times in 2000
- The Audit Committee and its functions are governed by an Audit Committee
Charter adopted by our Board of Directors. The Audit Committee Charter was set
forth on pages 20 through 23 of the Proxy Statement for the 2000 Annual
Meeting. The Audit Committee Report is included on page 11 in this Proxy
Statement for the 2001 Annual Meeting.
- Compensation Committee:
- Members are Mr. Preng, Mr. Lyle, and Mr. Greenwood.
- Met twice in 2000
- Evaluates performance of executive officers and approves their compensation
- Approves compensation for other employees
- Administers the company's long-term incentive compensation plans
- Oversight responsibility for company's pension and 401K plans
- Executive Committee:
- Members are Mr. Hawk, Mr. Watt, and Mr. Rollins.
- Did not meet in 2000
- Has authority to perform powers of the Board of Directors except those
relating to amending the Certificate of Incorporation, declaring dividends,
adopting a merger agreement, recommending to the stockholders a sale or
dissolution of the company, removing or indemnifying directors, and amending
the By-Laws
- From time to time, other committees of the Board of Directors may be
established for special purposes.
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AUDIT COMMITTEE REPORT
The Audit Committee, consisting solely of independent directors, submits the
following report:
In accordance with its written charter adopted by the Board of Directors and
included in last year's proxy statement, the Audit Committee of the Board
(Committee) assists the Board in fulfilling its responsibility for oversight of
the quality and integrity of the accounting, auditing and financial reporting
practices of the Company. During 2000, the Committee met five times. The
Committee reviewed and discussed with management and the independent auditors
the quarterly unaudited financial statements.
In discharging its oversight responsibility as to the audit process, the Audit
Committee obtained from the independent auditors a formal written statement
describing all relationships between the auditors and the Company that might
bear on the auditors' independence consistent with Independence Standards Board
Standard No. 1, "Independence Discussions with Audit Committees," discussed with
the auditors any relationships that may affect their objectivity and
independence, and satisfied itself as to the auditors' independence. The
Committee also discussed with management and the independent auditors the
quality and adequacy of the Company's internal controls.
The Committee discussed and reviewed with the independent auditors all
communications required by generally accepted auditing standards, including
those described in Statement on Auditing Standards No. 61, as amended,
"Communication with Audit Committees," and discussed and reviewed the results of
the independent auditors' examination of the financial statements.
The Committee reviewed the audited financial statements of the Company for the
year ended December 31, 2000, with management and the independent auditors.
Based on the above-mentioned review and discussions with management and the
independent auditors, the Committee recommended to the Board that the Company's
audited financial statements be included in its Annual Report on Form 10-K for
the year ended December 31, 2000, for filing with the Securities and Exchange
Commission.
Alan C. Shapiro, Chairman
John E. Goble, Jr.
William E. Greenwood
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EXECUTIVE COMPENSATION
The following table summarizes the compensation paid by the company during 2000,
1999, and 1998 to the company's Chief Executive Officer and its four most highly
compensated executive officers, other than the Chief Executive Officer, whose
total annual salary and bonus in 2000 exceeded $100,000.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------- --------------------------------------
SECURITIES
OTHER RESTRICTED UNDERLYING
ANNUAL STOCK OPTIONS/ ALL OTHER
NAME AND FISCAL SALARY BONUS COMPENSATION AWARDS SAR'S COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($)(1) ($) (#) ($)
------------------ ------ ------- ------- ------------ ---------- ---------- ------------
James A. Watt............... 2000 282,501 296,000 -- (2) 123,000 1,242(3)
Chief Executive 1999 260,004 156,000 -- -- 80,000 695(3)
Officer and President 1998 250,006 70,000 -- -- 130,000 174(3)
Robert P. Murphy............ 2000 187,506 140,000 -- -- 66,000 390(3)
Chief Operating Officer 1999 168,108 52,500 -- -- 45,000 257(3)
and Senior Vice President/ 1998 146,260 30,000 -- -- 80,000 62(3)
Exploration and Production
Steven J. Craig............. 2000 121,008 29,000 -- -- 39,000 346(3)
Senior Vice President/ 1999 114,708 27,500 -- -- 25,000 390(3)
Planning and
Administration 1998 110,259 20,000 -- -- 40,000 174(3)
J. Burke Asher.............. 2000 115,008 27,600 -- -- 37,000 928(3)
Vice President/Finance 1999 109,200 26,200 -- -- 25,000 1,008(3)
and Secretary 1998 105,000 19,000 -- -- 35,000 450(3)
Edward V. Howard............ 2000 93,504 22,400 -- -- 29,000 148(3)
Vice President/Controller 1999 88,200 14,600 -- -- 27,500 143(3)
and Assistant Secretary 1998 84,000 12,500 -- -- 27,500 64(3)
---------------
(1) No amount is included, as it is less than 10% of the total salary and bonus
of the individual for the year.
(2) At December 31, 2000, Mr. Watt held 6,000 restricted shares of common stock
with a value of $78,000. The total number of restricted shares awarded
effective March 17, 1997, was 15,000, which vest 20% per year from the
effective date. If any dividends are paid to holders of common stock, Mr.
Watt's restricted shares will be entitled to receive dividends.
(3) These amounts are for group term life insurance premiums paid by the
company.
See "Change in Control Arrangements and Employment Contracts" on pages
16-17.
12
18
STOCK OPTION PLANS
We have stock option plans for our employees and directors because we believe
these options act as both an incentive and a reward for the long-term growth of
our company. The core of our stock option program is the 1997 Stock Option Plan.
Both directors and employees are eligible for options under this plan.
Significant attributes of the 1997 plan include the following:
- Administered by the Compensation Committee of our Board of Directors.
- Up to 2,750,000 shares of our common stock may be issued under the plan.
(Also, see Proposal No. 3.)
- Up to 25% of the eligible shares may be issued to any single individual.
- Both qualified incentive and non-qualified options may be issued.
- The plan terminates December 4, 2007.
A participant will not realize taxable income upon the grant of a non-qualified
stock option. Upon exercise, the excess of the fair market value of the shares
at the time of exercise over the option exercise price for such shares will
generally constitute taxable compensation. We will be entitled to a federal
income tax deduction for such compensation income if we satisfy applicable
federal income tax withholding requirements. Upon disposition of the shares
acquired upon exercise, the participant will treat any appreciation (or
depreciation) in the stock value after the date of exercise as capital gain (or
loss).
A participant will not recognize taxable income upon the grant or exercise of an
incentive stock option. The exercise of an incentive stock option, however,
could result in an item of tax preference for purposes of the alternative
minimum tax. A participant may be able to recognize long-term capital gain
treatment if he/she disposes of the stock after meeting the holding period
requirements of the Internal Revenue Code. In that circumstance, we will not be
entitled to a federal income tax deduction. If the participant sells incentive
stock option shares prior to the expiration of the holding period, generally the
participant will have compensation income taxable in the year of such sale in an
amount equal to the excess, if any, of the fair market value of such shares at
the time of exercise of the option (or, if less, the amount received upon the
sale) over the option exercise price for such shares. We will be entitled to a
deduction for such compensation income if we satisfy applicable federal income
tax withholding requirements.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
--------------------------------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE GRANT DATE
OPTIONS EMPLOYEES IN PRICE EXPIRATION PRESENT VALUE
NAME GRANTED FISCAL YEAR $/SHARE DATE $(1)
---- ---------- ------------- -------- ---------- -------------
James A. Watt............................. 123,000 12.69% 3.75 3/27/10 345,630
Robert P. Murphy.......................... 66,000 6.81% 3.75 3/27/10 185,460
Steven J. Craig........................... 39,000 4.02% 3.75 3/27/10 109,590
J. Burke Asher............................ 37,000 3.82% 3.75 3/27/10 103,970
Edward V. Howard.......................... 29,000 2.99% 3.75 3/27/10 81,490
---------------
(1) We determined these values using the Black-Scholes option pricing model with
the following assumptions: stock price volatility of 59.12%; interest rate
based on the yield to maturity of a 10-year Treasury security; exercise in
the tenth year; and a dividend rate of zero. We made no adjustments for
nontransferability or risk of forfeiture. Our use of this model does not
constitute an endorsement or an acknowledgment that such model can
accurately determine the value of options. No assurance can be given that
the actual value, if any, realized by an executive upon the exercise of
these options will approximate the estimated values calculated by using the
Black-Scholes model.
13
19
STOCK OPTION PLANS - CONTINUED
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
NUMBER OF VALUE OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END($)(2)
SHARES ACQUIRED REALIZED --------------------------- ---------------------------
NAME ON EXERCISE ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- -------- ----------- ------------- ----------- -------------
James A. Watt............... -- -- 173,335 259,665 1,364,180 2,233,563
Robert P. Murphy............ -- -- 68,335 122,665 582,930 1,098,818
Steven J. Craig............. -- -- 55,001 68,999 431,259 621,991
J. Burke Asher.............. 1,000 5,063 50,668 65,332 390,096 621,404
Edward V. Howard............ 4,166 30,985 37,334 57,500 273,485 497,375
---------------
(1) Computed as the number of securities multiplied by the difference between
the option exercise prices and the mean of the high and low prices of our
common stock on the date of exercise.
(2) Computed as the number of securities multiplied by the difference between
the option exercise prices and the closing price of our common stock on
December 31, 2000.
CONTINGENT STOCK GRANTS
In addition to the stock option program, our employees and directors have
received contingent grants of restricted stock. At present such contingent
grants total 662,592 shares of our common stock. The number of shares awarded to
each employee and director is based on the employee's annual base salary as of
June 17, 1999, or, in the case of non-employee directors, $100,000, divided by
$4.19, which was the closing stock price on June 17, 1999. In order for the
grant to be effective, the price of our stock had to increase from $4.19 per
share to a trigger price of $10.42 per share and close at or above $10.42 per
share for 20 consecutive trading days. The required increase in the stock price
represented the equivalent of a compounded annual rate of return of 20% for five
years. This trigger was achieved on January 24, 2001. Recipients of the grant
must remain an employee or a director during the vesting schedules in order to
receive the shares. Employees and directors individually elected one of two
vesting periods. The first vesting schedule has 50% percent of the grant vesting
on June 17, 2002, with an additional 25% vesting on June 17, 2003, and the final
25% vesting on June 17, 2004. 274,037 shares are subject to this vesting
schedule. The second vesting option has 20% of the grant vesting on January 17,
2002, with an additional 20% vesting on each successive January 17 through 2006.
388,555 shares are subject to the second vesting schedule. The number of shares
subject to the grant may decrease to the degree that participants fail to remain
with us during the vesting period. In the event of a participant's death while
employed or serving as a director with us, or reaching the retirement age of 65
or receiving long term disability benefits while employed with us, the grant
becomes 100% vested. In addition, the grants can become 100% vested upon a
change of control.
14
20
PENSION PLANS
Our defined benefit pension plans provide retirement and other benefits to
eligible employees upon reaching the "normal retirement age," which is age 65 or
after five years of service, if later. Directors who are not also employees of
the company are not eligible to participate in the plans. Employees are eligible
to participate on January 1 following the completion of six months of service or
the attainment of age 20 1/2, if later. Additional provisions are made for early
or late retirement, disability retirement and benefits to surviving spouses. At
normal retirement age, an eligible employee will receive a monthly retirement
income equal to 35% of his or her average monthly compensation during the three
consecutive calendar years in the prior 10 years which provide the highest
average compensation, plus 0.65% of such average compensation in excess of the
amount shown in the Social Security Covered Compensation Table (as published
annually by the Internal Revenue Service) multiplied by his or her years of
service, limited to 35 years. If an employee terminates employment (other than
by death or disability) before completion of five years of service, no benefits
are payable. If an employee terminates employment after five years of service,
the employee is entitled to all accrued benefits. The following table
illustrates the annual pension for plan participants that retire at "normal
retirement age" in 2000:
PENSION PLAN TABLE
YEARS OF SERVICE(1)(3)(4)
AVERAGE ------------------------------------------
COMPENSATION(1)(2) 15 20 25 30 35
------------------ ------ ------ ------ ------ ------
($) ($) ($) ($) ($) ($)
125,000..... 52,486 55,398 58,310 61,222 64,134
150,000..... 63,674 67,398 71,123 74,847 78,572
170,000..... 72,624 76,998 81,373 85,747 90,122
175,000..... 72,624 76,998 81,373 85,747 90,122
200,000..... 72,624 76,998 81,373 85,747 90,122
225,000..... 72,624 76,998 81,373 85,747 90,122
250,000..... 72,624 76,998 81,373 85,747 90,122
300,000..... 72,624 76,998 81,373 85,747 90,122
400,000..... 72,624 76,998 81,373 85,747 90,122
450,000..... 72,624 76,998 81,373 85,747 90,122
500,000..... 72,624 76,998 81,373 85,747 90,122
---------------
(1) As of December 31, 2000, the Internal Revenue Code does not allow qualified
plan compensation to exceed $170,000 or the benefit payable annually to
exceed $135,000. The Internal Revenue Service will adjust these limitations
for inflation in future years. When the limitations are raised, the
compensation considered and the benefits payable under the pension plans
will increase to the level of the new limitations or the amount otherwise
payable under the pension plans, whichever amount is lower.
(2) Subject to the above limitations, compensation in this table is generally
equal to all of a participant's compensation paid in a fiscal year (the
total of Salary, Bonus and Other Annual Compensation in the Summary
Compensation Table) except amounts attributable to group term life insurance
premiums paid by the company. Average compensation in this table is the
average of a plan participant's compensation during the highest three
consecutive years out of the prior 10 years.
(3) The estimated credited service at December 31, 2000, for the executive
officers shown in the Summary Compensation Table on page 12 is as follows:
James A. Watt (4 years), Robert P. Murphy (3 years), Steven J. Craig (6
years), J. Burke Asher (4 years), and Edward V. Howard (11 years).
(4) The normal form of payment is a life annuity for a single participant or a
50% joint and survivor annuity for a married participant. Such benefits are
not subject to a deduction for Social Security or other offset amounts.
15
21
CHANGE IN CONTROL ARRANGEMENTS AND
EMPLOYMENT CONTRACTS
All of our full-time regular employees are covered by a severance plan that we
adopted in 1997. Under this plan, if an employee is involuntarily terminated, as
that term is defined in the plan, the employee will be entitled to a payment of
between two months base pay and eighteen months base pay depending on the
employee's job and years of experience. If an employee voluntarily quits, is
terminated for cause as defined in the plan, dies, leaves due to a disability
for which benefits are payable, or the termination is expected to be of short
duration, the employee is not eligible for payment under the plan. In addition,
under certain circumstances, a change in control could cause immediate vesting
and triggering of stock options and contingent restricted stock grants. If the
vesting of the contingent restricted stock grants were accelerated by a change
in control, it would result in the issuance of a maximum aggregate of 662,592
shares to directors and employees.
Employment Agreements
We have employment agreements with James A. Watt, Robert P. Murphy, Steven J.
Craig, and J. Burke Asher. The most significant terms of such agreements are
summarized below:
James A. Watt
- Term of three years from January 31, 2000, subject to single year
extensions by mutual agreement
- Base salary of $270,000 a year subject to discretionary increases
- Eligible to receive discretionary performance bonus (targeted at 70%
of base salary, as amended)
- If terminated prior to a change in control, without cause, he receives
his salary plus a pro rata bonus
- He receives 2.99 times the sum of his base salary plus his target
bonus if he is terminated within 24 months of a change in control,
other than for death, disability or cause, or he leaves for good
reason within the 24 month period
Robert P. Murphy
- Term of three years from September 30, 1999, subject to single year
extensions by mutual agreement
- Base salary of $175,000 a year subject to discretionary increases
- Eligible to receive discretionary performance bonus (targeted at 50%
of base salary, as amended)
- If terminated prior to a change in control, without cause, he receives
his salary plus a pro rata bonus
- He receives 2.99 times the sum of his base salary plus his target
bonus if he is terminated within twelve months of a change in control,
other than for death, disability or cause, or he leaves for good
reason within the twelve month period
Steven J. Craig and J. Burke Asher
- Term of two years from September 30, 1999, subject to single year
extensions by mutual agreement
16
22
CHANGE IN CONTROL ARRANGEMENTS AND
EMPLOYMENT CONTRACTS - CONTINUED
- Base salary of $114,200 (Mr. Craig) and $109,200 (Mr. Asher) subject
to discretionary increases
- Eligible to receive discretionary performance bonus (targeted at 20%
of base salary)
- Severance payments similar to Robert Murphy's, except that Mr. Craig
and Mr. Asher receive 2 times the sum of their annual salary plus
target bonus in connection with leaving employment within twelve
months of a change in control
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
No executive officer serves on the Compensation Committee of the board. The
company paid $234,000 to Preng & Associates, Inc., which is majority-owned by
David E. Preng, chairman of the Compensation Committee, for executive search
services provided to the company from July 1996 through the end of 1998,
including $40,000 in 1998. The level of fees received by Preng & Associates
usually depends, at least in part, on the initial level of compensation we offer
to the candidate successfully recruited by us through Preng & Associates.
17
23
BOARD COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
We believe that employing and retaining highly qualified and high performing
executive officers is vital to our achievement of long-term business goals. To
this end, the Compensation Committee of the Board of Directors (the "Committee")
developed an executive compensation program which is designed to attract and
retain such officers.
The philosophy is to develop a systematic, competitive executive compensation
program which recognizes an executive officer's position and responsibilities,
takes into account competitive compensation levels payable within the industry
by similarly sized companies, and reflects both individual and company
performance.
The executive compensation program developed by the Committee is composed of the
following three elements: (i) a base salary, (ii) a performance-based annual
cash incentive (short-term), and (iii) a stock-based incentive (long-term).
Under this program, short-term and long-term incentives are "at risk" and are
based on performance of the company versus defined goals.
The Committee compiles data reflecting the compensation practices of a broad
range of organizations in the oil and gas industry that are similar to us in
size and performance. For both the base salary and annual cash incentives
portions of executive compensation discussed below, the Committee adopted a
philosophy of paying the executive officers at a level that is competitive and
within the ranges reflected by the data compiled.
BASE SALARIES
Base salary is the portion of an executive officer's total compensation package
which is payable for performing the specific duties and assuming the specific
responsibilities defining the executive's position with the company. The
Committee's objective is to provide each executive officer a base salary that is
competitive at the desired level.
ANNUAL CASH INCENTIVES
The Committee developed a performance-based annual cash incentive plan covering
the executive officers and top managers. The objectives in designing the plan
are to reward participants for accomplishing objectives which are generally
measurable and increase shareholder value. Under the annual cash incentive plan,
the Committee has established a "target" cash incentive award for each executive
officer (including the Chief Executive Officer) that is payable based mostly
upon the company's achieving certain performance targets and, to a lesser
extent, for achieving highly challenging individual performance objectives. The
performance targets are increasing reserves and production; controlling finding,
development, and production costs; and achieving an overall return on capital;
all of which are competitive with a peer group of oil and gas companies. The
Committee also determined that award levels under the plan should be fiscally
prudent.
18
24
BOARD COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION - CONTINUED
LONG-TERM STOCK-BASED INCENTIVES
We maintain a stock option plan for officers and other employees. The philosophy
is to award stock options to selected plan participants based on their levels
within the company and upon individual merit. The plan is to grant stock options
which are competitive within the industry for other individuals at the
employee's level and which provide the employee a meaningful incentive to remain
with the company, to increase performance, and to focus on achieving long-term
increases in shareholder value. Other factors the Committee considers in
granting stock options include the employee's contributions toward achieving the
company's long-term objectives, such as reserve replacements and acquisitions,
as well as the employee's contributions in achieving the company's short-term
and long-term profitability targets.
COMPENSATION COMMITTEE
David E. Preng
William E. Greenwood
James Arthur Lyle
19
25
PERFORMANCE GRAPH
The following performance graph compares the performance of all classes of our
common stock to the Nasdaq indices of United States companies and to a peer
group comprising Nasdaq companies listed under the Standard Industrial
Classification Codes 1310-1319 for the company's last five fiscal years. Such
industrial codes include companies engaged in the oil and gas business. The
graph assumes that the value of an investment in our common stock and in each
index was $100 at December 31, 1995, and that all dividends were reinvested.
[PERFORMANCE CHART]
--------------------------------------------------------------------------------------------------
12/31/1995 12/31/1996 12/31/1997 12/31/1998 12/31/1999 12/31/2000
--------------------------------------------------------------------------------------------------
ROILA(1) 100.00 85.06 48.28 33.71 40.98 137.47
ROILB(1) 100.00 105.80 60.14 36.96 44.93 150.72
NASDAQ U.S. 100.00 123.00 150.70 212.50 394.90 237.70
NASDAQ O&G 100.00 144.50 137.70 66.90 69.20 143.30
The last day of trading for ROILA and ROILB was December 24, 1998. Effective at
the opening of trading on December 28, 1998, both former classes of stock were
replaced by a new single class of voting common stock (ROIL). The values shown
above as of December 31, 1998, 1999, and 2000 give effect to the 1.15:1 exchange
ratio that the former holders of ROILA received in the exchange for the new
class of common stock, and the 1:1 exchange ratio that the former holders of
ROILB received in the exchange for the new class of common stock.
20
26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Ownership of Certain Beneficial Owners
As of April 10, 2001, the following person held shares of the company's common
stock in amounts totaling more than 5% of the total shares of common stock
outstanding. This information was furnished to us by such person or statements
filed with the Commission.
SHARES OF
NAME AND ADDRESS OF COMMON STOCK PERCENT OF
BENEFICIAL OWNER BENEFICIALLY OWNED COMMON STOCK
------------------- ------------------ ------------
J.R. Simplot.......................................... 5,831,028(1) 27%
999 Main Street
Boise, Idaho 83702(1)
---------------
(1) Mr. J.R. Simplot is the trustee and beneficiary of the J.R. Simplot Self
Declaration of Revocable Trust dated December 21, 1989, an inter vivos
revocable trust. The Trust is the sole general partner of S-Sixteen Limited
Partnership, an Idaho limited partnership. Included in shares of common
stock beneficially owned by Mr. Simplot are all of the following, of which
Mr. Simplot may be deemed a beneficial owner: 2,785,028 shares and 200,000
warrants owned by S-Sixteen Limited Partnership; 2,845,000 shares owned by
the Trust; and 1,000 shares owned jointly by Mr. Simplot and his spouse.
200,000 shares of common stock are issuable to S-Sixteen Limited Partnership
upon the exercise of the warrants within 60 days of April 10, 2001. 100,000
warrants are exercisable at $9.00 per share for a period of 36 months from
December 28, 1998; and 100,000 warrants are exercisable at $11.00 per share for
a period of 60 months from December 28, 1998.
Ownership of Management
The number of shares of the company's common stock beneficially owned as of
April 10, 2001, by directors of the company, each officer listed in the Summary
Compensation Table on page 12, and as a group comprising all directors and
executive officers, are set forth in the following table. This information was
furnished to the company by such persons.
SHARES OF OPTIONS
COMMON STOCK EXERCISABLE PERCENT OF
BENEFICIALLY WITHIN 60 DAYS OF COMMON
NAME OWNED APRIL 10, 2001 TOTAL STOCK
---- ------------ ----------------- --------- ----------
J. Burke Asher............................. 6,400 57,752(1) 64,152 *
Don D. Box................................. 66,083 110,001 176,084 *
Steven J. Craig............................ 15,825 63,400 79,225 *
John E. Goble, Jr. ........................ 12,234 88,334 100,568 *
William E. Greenwood....................... 8,343 88,334 96,677 *
David H. Hawk.............................. 2,430 -- 2,430 *
Edward V. Howard........................... 12,036 45,234 57,270 *
James Arthur Lyle.......................... 22,959 88,334 111,293 *
Robert P. Murphy........................... 7,650 103,667 111,317 *
David E. Preng............................. 42,915 95,001 137,916 *
Thomas W. Rollins.......................... 22,521 88,334 110,855 *
Alan C. Shapiro............................ 33,352 88,334 121,686 *
James A. Watt.............................. 45,345 251,001 296,346 1.4%
All directors and executive officers as a
group (13 persons)....................... 298,093 1,167,726 1,465,819 6.4%
---------------
* Less than one percent of the outstanding shares.
(1) Includes 454 shares issuable upon conversion of convertible notes.
21
27
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
A resolution adopted in 1992 by our Board of Directors authorizes us to enter
into a transaction with an affiliate of ours so long as the Board of Directors
determines that such a transaction is fair and reasonable to us and is on terms
no less favorable to us than can be obtained from an unaffiliated party in an
arms' length transaction.
In the merger with S-Sixteen Holding Company, we acquired a receivable in the
estimated fair value amount of $210,000 from the Estate of Cloyce K. Box. In
early 2000, we collected $240,000 in full settlement of this claim. Don D. Box
is co-executor of the Estate.
A long-term receivable in the aggregate amount of $344,000 acquired in the
merger reflects CKB Petroleum's claims under Collateral Assignment Split Dollar
Insurance Agreements among CKB Petroleum and Don D. Box and two of his brothers.
22
28
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
REMINGTON OIL AND GAS CORPORATION
May 23, 2001
o PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED o
------------------------------------------------------------------------------------------------------------------------------------
PLEASE MARK YOUR
VOTES AS INDICATED
[X] IN THIS EXAMPLE.
FOR WITHHELD
1. Election of NOMINEES: Don D. Box, John E. 2. Ratification of Arthur FOR AGAINST ABSTAIN
Directors. [ ] [ ] Goble, Jr., William E. Andersen LLP as the
Greenwood, David H. Company's independent [ ] [ ] [ ]
For, except vote withheld from the following Hawk, James Arthur accountants for fiscal
Nominee(s). Lyle, David E. Preng, year ending December 31,
Thomas W. Rollins, 2001.
-------------------------------------------- Alan C. Shapiro and
James A. Watt 3. Approval of the proposal FOR AGAINST ABSTAIN
-------------------------------------------- to increase by 1,000,000
the number of shares of [ ] [ ] [ ]
-------------------------------------------- common stock authorized for
issuance under the Company's
1997 Stock Option Plan.
4. In their discretion, the
proxies are authorized
to vote upon such other
business as may properly
come before the meeting.
Signature(s) Date: 2001
------------------------------------------------- ---------------------------------- -------------------,
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such.
29
REMINGTON OIL AND GAS CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Steven J. Craig and J. Burke Asher, or
either of them, proxies with the full power of substitution, to vote as set
forth herein all shares of common stock of Remington Oil and Gas Corporation
(the "Company") held of record by the undersigned as of April 16, 2001, at the
Annual Meeting of Stockholders of the Company (the "Annual Meeting"), to be held
on May 23, 2001 at 10:00 a.m. central daylight time, and any adjournments or
postponements thereof, hereby revoking any proxies heretofore given.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL
BE VOTED "FOR" THE ELECTION OF THE DIRECTORS NOMINATED BY THE BOARD OF
DIRECTORS, "FOR" THE RATIFICATION OF ARTHUR ANDERSEN LLP AS THE COMPANY'S
INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2001, "FOR" THE
INCREASE IN THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER
THE 1997 STOCK OPTION PLAN, AND IN THE DISCRETION OF THE PROXIES ON ANY OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR
POSTPONEMENT THEREOF.
You are encouraged to specify your choices by marking the appropriate
box. SEE REVERSE SIDE, but you need not mark any box if you wish to vote in
accordance with the Board of Directors recommendations. The Proxies cannot vote
your shares unless you sign and return this card.
(TO BE SIGNED ON THE REVERSE SIDE)