UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: January 22, 2006
(DATE OF EARLIEST EVENT REPORTED)
REMINGTON OIL AND GAS CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File No.)
(IRS Employer Identification Number)
|8201 PRESTON ROAD SUITE 600
(Address of principal executive offices)
Registrants Telephone Number Including Area Code
(Former Name or Former Address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
||Written communications pursuant to Rule 425 under the Securities Act (17
||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
||Pre-commencement communications pursuant to Rule 14d-2(b) under the
(17 CFR 240.14d-2(b))
||Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Agreement and Plan of Merger
On January 22, 2006, Remington Oil and Gas Corporation (Remington) entered into an Agreement
and Plan of Merger (the Agreement) with Cal Dive International, Inc., a Minnesota corporation
(Cal Dive), which was amended by Amendment No. 1 to Agreement and Plan of Merger, dated January
24, 2006 (the Amendment), between Cal Dive, Cal Dive Merger Delaware, Inc., a Delaware
corporation and wholly owned subsidiary of Cal Dive (Merger Sub), and Remington.
Pursuant to the
Agreement, as amended by the Amendment, Remington will be merged with and into Merger Sub, with
Merger Sub continuing after the merger as the surviving corporation. At the effective time of the
merger, each issued and outstanding share of common stock of Remington will be converted into the
right to receive $27.00 in cash and 0.436 shares of Cal Dive common stock.
to the effective time of the merger, all outstanding options to purchase Remington common stock, and all yet unvested grants of shares of Remington common stock issued to Remington employees
under the Remington Oil and Gas Corporation 2004 Stock Incentive
Plan, will be or become fully vested. The consideration received by Remington stockholders in Cal Dive common stock
is expected to be tax-free to them. In addition, in connection with the merger, the board of directors of Remington approved a
retention bonus pool in a total amount of approximately $1.8 million (about the same as the amount
Remingtons 2005 performance bonus pool), which will be expensed in fiscal year 2005. Bonuses will
be paid from the retention bonus pool to Remington employees who remain employed by the Company
until the closing of the merger. Mr. James A. Watt, Remingtons Chairman of the Board
and Chief Executive Officer will get a
2005 performance bonus and a retention bonus totaling $880,000.
The amounts of the 2005 performance bonus and retention bonus
payable to each of the other officers and employees will be determined pursuant to
recommendation to the Compensation Committee.
The merger is expected to close in the second quarter of 2006, subject to, among other things,
regulatory clearance, approval of Remingtons stockholders, and other customary closing conditions.
The merger has been unanimously approved by the Boards of Directors of Remington and Cal Dive.
The foregoing description of the merger is not complete and is qualified in its entirety by
reference to the Agreement and the Amendment, which are filed as Exhibits 2.1 and 2.2,
respectively, hereto and are incorporated by reference.
Statements in this report regarding the proposed merger between Remington and Cal Dive, the
expected timetable for completing the transaction, financial and operating results, benefits and
synergies of the transaction, future opportunities for the combined company and any other
statements about Remington or Cal Dive managements future expectations, beliefs, goals, plans or
prospects constitute forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any
statements that are not statements of historical fact (including statements containing the words
believes, plans, anticipates, expects, estimates and similar expressions) should also be
considered to be forward-looking statements. There are a number of important factors that could
cause actual results or events to differ materially from those indicated by such forward-looking
statements, including: stockholders could not vote to approve the transaction; regulatory approvals
might not be obtained; the ability to consummate the transaction; and the other factors described
in Remingtons and Cal Dives respective Annual Reports on Form 10-K for the year ended December
31, 2004 and the companies most recent quarterly reports filed with the SEC. Remington disclaims
any intention or obligation to update any forward-looking statements as a result of developments
occurring after the date of this report.
Remington and Cal Dive will file a proxy statement/prospectus and other relevant documents
concerning the proposed merger transaction with the Securities and Exchange Commission (SEC).
Investors are urged to read the proxy statement/prospectus when it becomes available and any other
relevant documents filed with the SEC because they will contain important information. You will be
able to obtain the documents free of charge at the website maintained by the SEC at www.sec.gov.
In addition, you may obtain documents filed with the SEC by Remington free of charge by requesting
them in writing from Remington or by telephone at (214) 210-2650. You may obtain documents filed
with the SEC by Cal Dive free of charge by requesting them in writing from Cal Dive at 400 N. Sam
Houston Parkway E., Suite 400, Houston, Texas 77060, or by telephone at (281) 618-0400.
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION REGARDING THE PROPOSED TRANSACTION WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.