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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
Form 10-K/A
Amendment No. 1
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(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31, 2005
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from
to
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Commission file number 1-11516
REMINGTON OIL AND GAS
CORPORATION
(Exact name of registrant as
specified in its charter)
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Delaware
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75-2369148
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(State or other jurisdiction
of
incorporation or organization)
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(I.R.S. employer
identification no.)
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8201 Preston Road,
Suite 600,
Dallas, Texas
(Address of principal
executive offices)
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75225-6211
(Zip code)
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Registrants telephone number, including area code:
(214) 210-2650
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
ACT:
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Title of Each Class
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Name of Each Exchange on Which
Registered
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Common Stock, $0.01 Par
Value
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New York Stock Exchange
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
ACT:
Common Stock, $0.01 Par Value
(Title of Class)
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes þ No o
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No þ
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 such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K. þ
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2
of the Exchange Act. (Check one)
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Large
accelerated
filer þ Accelerated
filer o Non-accelerated
filer o
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Indicate by check mark whether the registrant is a shell company
(as defined by
Rule 12b-2
of the
Act). Yes o No þ
The aggregate market value of common stock held by
non-affiliates of the registrant as of June 30, 2005 was
$834,848,249. On March 10, 2006, the number of outstanding
shares of common stock, $0.01 par value, was 28,842,084.
DOCUMENTS INCORPORATED BY
REFERENCE
EXPLANATORY
PARAGRAPH
We are filing this amendment to Form 10-K for the fiscal
year ended December 31, 2005, filed with the Securities and
Exchange Commission on March 14, 2006, to add the
information required in Items 10, 11, 12, 13, and 14 as we
stated we would do in the above referenced March 14, 2006,
filing. In addition, attached as Exhibits are the certifications
of our Chief Executive Officer and Principal Financial Officer
required by the Securities and Exchange Commission to be
attached to this amendment.
TABLE OF
CONTENTS
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Item 10.
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Directors and Executive Officers
of the Registrant
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1
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Item 11.
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Executive Compensation
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6
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Item 12.
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Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters
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16
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Item 13.
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Certain Relationships and Related
Party Transactions
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17
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Item 14.
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Principal Accountant Fees and
Services
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18
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Item 15.
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Exhibits, Financial Statement
Schedules and Reports on Form 8-K
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19
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Signature
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21
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PART III
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Item 10.
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Directors
and Executive Officers of the Registrant.
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The following information relates to the members of our board of
directors or executive officers during 2005. 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.
John E.
Goble, Jr., CPA,
59,
Director since 1997 (Independent)
Positions
with us:
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Member Audit Committee (Chairman)
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Employment:
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Byrd Investments Investment and financial
advisor since 1986
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Outside
directorships:
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Miracle of Pentecost Foundation
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Education:
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Bachelor of Business Administration Southern
Methodist University
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William
E.
Greenwood,
67, Director since April 1997 (Independent)
Positions
with us:
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Member Audit Committee
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Member Nominating and Corporate Governance
Committee
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Employment:
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Consultant since 1995
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Director and Chief Operating Officer Burlington
Northern Railroad Corporation from 1990 until 1994
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Outside
directorships:
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Transport Dynamics Inc. (Chairman)
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President Mendota Museum and Historical Society
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Education:
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Bachelor of Science Marquette University
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Robert P.
Murphy, 47,
Director since May 2003
Positions
with us:
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Chief Operating Officer since October 2000
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President since 2004
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Previous
employment:
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Director Cairn Energy USA, Inc., May
1996-November 1997
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Vice
President Exploration Cairn
Energy USA, March 1993-January 1998
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Exploration Geologist Cairn Energy USA,
1990-March 1993
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Outside
directorships:
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Director Lakehill Preparatory School
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Education:
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Bachelor of Science in Geology The University
of Texas at Austin
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Master of Science in Geosciences The University
of Texas at Dallas
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1
David E.
Preng,
59,
Director since April 1997 (Independent)
Positions
with us:
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Lead Independent Director
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Member Nominating and Corporate Governance
Committee (Chairman)
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Member Compensation Committee
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Member Executive Committee
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Employment:
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Chief Executive Officer and President since
1980 Preng and Associates, an international
executive search firm specializing in the energy industry
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Outside
directorships:
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Director National Association of Corporate
Directors, Houston Chapter
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Director Community National Bank
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Director Texas A&M University International
Board
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Fellow Institute of Directors
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Director BPI Energy Holdings, Inc.
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Director Maverick Oil and Gas, Inc.
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Education:
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Bachelor of Science in Business
Administration Marquette University
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Master of Business Administration DePaul
University
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Thomas W.
Rollins,
74, Director since July 1996 (Independent)
Positions
with us:
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Member Nominating and Corporate Governance
Committee
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Member Compensation Committee
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Member Executive Committee (Chairman)
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Employment:
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Chief Executive Officer since 1985 Rollins
Resources, a natural gas and oil consulting firm
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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.
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Outside
directorships:
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Director Galaxy Energy Corporation, a publicly
ration and production company currently with properties in
Wyoming, Northeast Texas, Montana and Europe
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Director Pheasant Ridge Winery
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Director The Teaching Company
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Education:
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Geological Engineering Degree and Distinguished Graduate
Medalist The Colorado School of Mines
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Alan C.
Shapiro,
60, Director since May 1994 (Independent)
Positions
with us:
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Member Compensation Committee (Chairman)
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Member Audit Committee
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Employment:
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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
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2
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Chairman of the Department of Finance and Business Economics,
University of Southern California,
1993-1998
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Frequent consultant and expert witness to business and government
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Publications:
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Multinational Financial Management, a best selling
textbook used in MBA programs worldwide
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Numerous other books and articles
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Outside
Trusteeships
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Pacific Corporate Group Private Equity Fund
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Education:
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Bachelor of Arts in Mathematics Rice University
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Ph.D. in Economics Carnegie Mellon University
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James A.
Watt,
56, Director since September 1997
Positions
with us:
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Chief Executive Officer since February 1998
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Chairman since May 2003
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Member Executive Committee
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Positions
with our affiliates:
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Director and President since January 1999
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Director and President since January 1999
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Previous
employment highlights:
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Vice President/Exploration Seagull E&P,
Inc., 1993-1997
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Vice President/Exploration and
Exploitation Nerco Oil & Gas, Inc.,
1991-1993
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Education:
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Bachelor of Science in Physics Rensselaer
Polytechnic Institute
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Frank T.
Smith,
Jr. Age:
60
Position
with us:
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Senior Vice President/Finance since July 2004
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Secretary since March 2005
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Positions
with our affiliates:
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CKB Petroleum, Inc. Senior Vice
President/Finance since 2004
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CKB & Associates, Inc. Senior Vice
President/Finance since 2004
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Recent
Previous Employment:
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Executive Vice President & Manager of Energy Lending, Bank
of Texas, 1997-2003
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Director, Energy & Utilities Group, Bank of Boston, 1990-1997
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Education:
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Master of Business Administration, The Wharton School of the
University of Pennsylvania
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Master of Education, University of Delaware
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Bachelor of Science, University of Delaware
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3
Steven J.
Craig Age: 54
Position
with us:
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Senior Vice President/Planning and Administration since April
1997
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Positions
with our affiliates:
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Director and Vice President since January 1999
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Director and Vice President since January 1999
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Education:
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Bachelor of Arts in Economics Southern
Methodist University
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Master of Business Administration in Finance and Quantitative
Analysis Southern Methodist University
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Gregory
B.
Cox Age: 52
Position
with us:
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Senior Vice President/Exploration
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Vice President/Exploration since January 2002
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Education:
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Bachelor of Science in Geology University of
Texas at Arlington
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Edward V.
Howard,
CPA Age: 43
Positions
with us:
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Vice President/Controller since March 1992
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Assistant Secretary since October 1997
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Education:
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Bachelor of Business Administration West Texas
State University
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Code of
Ethics
We have adopted a code of ethics (our Code of Business
Conduct and Ethics previously filed with the Commission
and accessible on our website) that applies to all directors and
employees including our Chief Executive Officer, Principal
Financial Officer, and Principal Accounting Officer.
Except for Mr. Rollins position as a director of Galaxy
Energy Corporation and his consulting practice, and
Mr. Prengs positions as a director of Maverick Oil
and Gas, Inc., and BPI Energy Holdings, Inc. no director has a
significant personal interest in the exploration, development of
production of oil and gas. Mr. Rollins and Mr. Preng
are required to abstain on matters in which there may be a
conflict of interest between us and Galaxy, Mr. Rollins
consulting clients, Maverick, or BPI. We believe that neither
Galaxy, Maverick nor BPI have any current activities in our
areas of interest.
Litigation
Involving Directors and Executive Officers
We know of no reportable litigation involving the directors or
executive officers.
Section 16(a)
Beneficial Ownership Reporting Compliance
Based solely upon our review of Forms 3, 4, and 5 received
by us for 2004, 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
except for one report on Form 4 for Mr. Murphy filed
two business days late covering one stock option exercise
transaction.
4
Audit
Committee Financial Expert
Our Board of Director has determined that all three members of
the Audit Committee are independent directors and are
financially literate as defined in the New York Stock
Exchange listing standards and that John E. Goble, Jr. is an
Audit Committee Financial Expert as defined by Securities and
Exchange Commission Rules.
5
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Item 11.
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Executive
Compensation.
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The following table summarizes the compensation paid by the
Company during 2005, 2004, and 2003 to the Companys Chief
Executive Officer and its four most highly compensated executive
officers, other than the Chief Executive Officer, whose total
annual salary and bonus in 2005 exceeded $100,000.
Summary
Compensation Table
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Long-Term Compensation
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Annual Compensation
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Securities
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Other
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Restricted
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Underlying
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All
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Annual
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Stock
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Options/
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Other
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Name and
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Fiscal
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Salary
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Bonus
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Compensation
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Awards
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SARs
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Compensation
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Principal Position
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Year
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($)
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($)
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($)(1)
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($)
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(#)
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($)(2)
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James A. Watt
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2005
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440,000
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880,000
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2,092,500
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2,322
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Chairman and Chief Executive
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2004
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414,000
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580,000
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590,064
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1,242
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Officer
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2003
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400,008
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358,000
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35,000
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1,242
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Robert P. Murphy
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2005
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320,000
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480,000
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1,534,500
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810
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President and Chief Operating
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2004
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301,200
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361,000
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429,608
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810
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Officer
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2003
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290,004
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300,000
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30,000
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540
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Gregory B. Cox
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2005
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192,000
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192,000
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864,900
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922
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Senior Vice President/
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2004
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181,038
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133,000
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248,448
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861
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Exploration
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2003
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174,000
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105,000
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18,000
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822
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Steven J. Craig
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2005
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183,000
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146,400
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753,300
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872
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Senior Vice President/
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2004
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176,100
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70,000
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214,804
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836
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Planning and Administration
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2003
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171,000
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70,000
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12,000
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806
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Frank T. Smith, Jr.
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2005
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184,000
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147,200
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753,300
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1,641
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Senior Vice President/Finance
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2004
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87,230
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69,000
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209,628
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25,000
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720
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and Secretary
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(1)
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No amount is included, as it is less than the lower of $50,000
or 10% of the total salary and bonus of the individual for the
year. |
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(2)
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These amounts are for group term life insurance premiums paid by
the Company. |
See Change in Control Arrangements, Severance Plans and
Employment Contracts below.
6
1997
Stock Option Plan
We granted stock options for our employees and directors under
the 1997 Stock Option Plan which was approved by stockholders.
Fewer than 50,000 shares remain ungranted under this plan.
In 2005, we did not make any grants under the program. No more
options will be issued under the 1997 Stock Option Plan. All
options are vested as of December 31, 2004. Details
concerning the 1997 stock option plan are contained in the plan
itself. For a copy of the plan, call Investor Relations at
(214) 210-2650.
Aggregated
Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
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Number
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of
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Number of Securities
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Shares
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Underlying Unexercised
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Value of Unexercised
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Acquired
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Value
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Options at Fiscal
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In-the-Money
Options at
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on
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Realized
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Year-End
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Fiscal Year-End ($)(2)
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Name
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Exercise
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($)(1)
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Exercisable
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Unexercisable
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Exercisable
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Unexercisable
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James A. Watt
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92,391
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$
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2,469,062
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108,473
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0
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$
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2,202,958
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0
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Robert P. Murphy
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62,512
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$
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1,441,390
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48,597
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0
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$
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890,552
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0
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Gregory B. Cox
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64,443
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$
|
1,484,177
|
|
|
|
23,677
|
|
|
|
0
|
|
|
$
|
438,659
|
|
|
|
0
|
|
Steven J. Craig
|
|
|
28,000
|
|
|
$
|
347,900
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0
|
|
|
|
0
|
|
Frank T. Smith, Jr.
|
|
|
0
|
|
|
$
|
0
|
|
|
|
25,000
|
|
|
|
0
|
|
|
$
|
315,250
|
|
|
|
0
|
|
|
|
|
(1)
|
|
Computed as the number of securities multiplied by the
difference between the option exercise price and the mean of the
high and low price 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, 2005. |
1999
Contingent Stock Grants
In 1999, the Board of Directors approved contingent awards of
stock to employees and directors totaling 679,937 shares of
our common stock. As of March 2006, all shares have vested.
2004
Stock Incentive Plan
On May 24, 2004, our stockholders approved the Remington
Oil and Gas Corporation 2004 Stock Incentive Plan. Under that
plan, two grants of stock have been approved by the Compensation
Committee and/or the Board of Directors. Both grants were made
to directors, officers and other employees. The first grant made
in 2004, 206,000 shares, will vest 20% on each
October 14, beginning in 2005. The second grant made in
2005, 690,100 shares, will vest 25% on April 13, 2008
and 2009 and 50% on April 13, 2010. Vesting of the grant
may be accelerated in accordance with the grant agreements
executed by the Company and each grantee. Upon the consummation
of the merger with Helix Energy Solutions Group, Inc. these
stock grants will fully vest. The following table summarizes for
each Named Executive Officer and the value of the unvested stock
grants as of March 27, 2006:
|
|
|
|
|
|
|
|
|
|
|
Number of Unvested
|
|
|
|
|
Name
|
|
Restricted Shares Held
|
|
|
Value
|
|
|
James A. Watt
|
|
|
93,240
|
|
|
$
|
3,953,376
|
|
Robert P. Murphy
|
|
|
68,280
|
|
|
$
|
2,895,072
|
|
Gregory B. Cox
|
|
|
38,680
|
|
|
$
|
1,640,032
|
|
Steven J. Craig
|
|
|
33,640
|
|
|
$
|
1,426,336
|
|
Frank T. Smith, Jr.
|
|
|
33,480
|
|
|
$
|
1,419,552
|
|
7
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 3 years
of service (5 years if employment terminated prior to
January 1, 2001), 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 201/2,
if later. Additional provisions are made for early or late
retirement, disability retirement and benefits to surviving
beneficiaries. Subject to Internal Revenue Code imposed
limitations discussed in Footnote (1) below, 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 three years of
service (five years if employment terminated prior to
January 1, 2001), no benefits are payable. If an employee
terminates employment after three years of service (five years
if employment terminated prior to January 1, 2001), the
employee is entitled to all pro rata accrued benefits. The
following table illustrates the annual pension for plan
participants that retire at normal retirement age in
2005:
Pension
Plan Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
Years of
Service(1)(3)(4)
|
|
Compensation(1)(2)
|
|
15
|
|
|
20
|
|
|
25
|
|
|
30
|
|
|
35
|
|
$
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
125,000
|
|
|
51,199
|
|
|
|
53,682
|
|
|
|
56,165
|
|
|
|
58,648
|
|
|
|
61,131
|
|
150,000
|
|
|
62,387
|
|
|
|
65,682
|
|
|
|
68,978
|
|
|
|
72,273
|
|
|
|
75,569
|
|
175,000
|
|
|
73,574
|
|
|
|
77,682
|
|
|
|
81,790
|
|
|
|
85,898
|
|
|
|
90,006
|
|
200,000
|
|
|
84,762
|
|
|
|
89,682
|
|
|
|
94,603
|
|
|
|
99,523
|
|
|
|
104,444
|
|
225,000
|
|
|
89,237
|
|
|
|
94,482
|
|
|
|
99,728
|
|
|
|
104,973
|
|
|
|
110,219
|
|
250,000
|
|
|
89,237
|
|
|
|
94,482
|
|
|
|
99,728
|
|
|
|
104,973
|
|
|
|
110,219
|
|
300,000
|
|
|
89,237
|
|
|
|
94,482
|
|
|
|
99,728
|
|
|
|
104,973
|
|
|
|
110,219
|
|
400,000
|
|
|
89,237
|
|
|
|
94,482
|
|
|
|
99,728
|
|
|
|
104,973
|
|
|
|
110,219
|
|
450,000
|
|
|
89,237
|
|
|
|
94,482
|
|
|
|
99,728
|
|
|
|
104,973
|
|
|
|
110,219
|
|
500,000
|
|
|
89,237
|
|
|
|
94,482
|
|
|
|
99,728
|
|
|
|
104,973
|
|
|
|
110,219
|
|
|
|
|
(1)
|
|
As of December 31, 2005, the Internal Revenue Code does not
allow qualified plan compensation to exceed $210,000 or the
benefit payable annually to exceed $170,000. 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 participants cash compensation
paid in a fiscal year (the total of Salary, Bonus, and Other
Annual Compensation in the Summary Compensation Table). Average
compensation in this table is the average of a plan
participants compensation during the highest three
consecutive years out of the prior 10 years. |
The Company has no supplemental retirement plans for executive
employees or directors.
|
|
|
(3)
|
|
The estimated credited service at December 31, 2005, for
the executive officers shown in the Summary Compensation Table
is as follows: James A. Watt (9 years), Robert P. Murphy
(8 years), Frank T. Smith, Jr. (1 year), Steven J.
Craig (11 years), and Gregory B. Cox (8 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. |
8
Corporate
Governance-Board Compensation
Our employees receive no extra pay for serving as directors.
Independent directors receive compensation consisting of cash,
stock and long-term incentive awards as set forth in the table
below. There were six Board meetings in 2005. All directors
attended at least 75% of the meetings and each director is
expected to attend our annual meeting.
In 2005 each independent director became vested in 4,776 shares
of the 23,880 restricted shares of our common stock that they
had been granted on under the 1999 Contingent Stock Grants. As
of March 27, 2006 all shares attributable to the 1999
grants were vested.
Non-Employee
Director Stock Purchase Plan
|
|
|
This plan was approved by our stockholders December 4, 1997
|
|
|
Each independent 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 in the case of a
directors 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
|
Director
Compensation Table
The following table sets forth Director Compensation for 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual
|
|
|
Committee
|
|
|
Restricted Stock
|
|
|
|
|
Director
|
|
Retainer($)
|
|
|
Fees($)
|
|
|
Award($)
|
|
|
Total($)
|
|
|
John E. Goble, Jr.
|
|
|
55,000
|
|
|
|
18,000
|
|
|
|
558,000
|
|
|
|
631,000
|
|
William E. Greenwood
|
|
|
45,000
|
|
|
|
28,500
|
|
|
|
558,000
|
|
|
|
631,500
|
|
David E. Preng
|
|
|
67,500
|
|
|
|
31,500
|
|
|
|
558,000
|
|
|
|
657,000
|
|
Thomas W. Rollins
|
|
|
60,000
|
|
|
|
20,000
|
|
|
|
558,000
|
|
|
|
638,000
|
|
Alan C. Shapiro
|
|
|
60,000
|
|
|
|
36,000
|
|
|
|
558,000
|
|
|
|
654,000
|
|
Don D. Box (Director Emeritus)
|
|
|
30,000
|
|
|
|
|
|
|
|
558,000
|
|
|
|
588,000
|
|
The value of the Restricted Stock Award is the number of shares
granted in 2005 (20,000 shares) times the average of the
high and low price of Remington stock on the day of the stock
grant (April 15, 2005). The stock award was made pursuant
to the 2004 Remington Oil and Gas Corporation Stock Incentive
Plan. This plan is discussed under Equity Compensation Plans.
Directors are reimbursed for actual expenses. No employee
director receives extra pay for serving as a Director.
Our By-Laws provide that the Board may appoint Directors
Emeritus in order to utilize the experience and expertise of a
former director. Directors Emeritus have no vote on the Board.
9
Corporate
Governance-Board Committees
The table below sets forth the membership of the standing
committees of the Board with the Chairman of each committee
noted with an asterisk.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
Audit
|
|
|
Compensation
|
|
|
Nominating
|
|
|
Executive
|
|
|
Goble
|
|
|
X*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Greenwood
|
|
|
X
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
Preng
|
|
|
|
|
|
|
X
|
|
|
|
X*
|
|
|
|
X
|
|
|
Rollins
|
|
|
|
|
|
|
X
|
|
|
|
X
|
|
|
|
X*
|
|
|
Shapiro
|
|
|
X
|
|
|
|
X*
|
|
|
|
|
|
|
|
|
|
|
Watt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
Number of meetings in 2005
|
|
|
6
|
|
|
|
7
|
|
|
|
1
|
|
|
|
1
|
|
|
The Audit Committee and its functions are governed by an Audit
Committee Charter adopted by our Board of Directors. The Audit
Committee Charter is included in this proxy statement and can be
found on our website.
The Compensation Committee and its functions are discussed in
the Compensation Committee Report contained in this proxy
statement.
The Nominating and Corporate Governance Committees primary
purposes are to identify individuals qualified to become members
of the Board of Directors, and to recommend a slate of directors
to the Board of Directors for election at the Companys
annual meeting or, if requested by the Board of Directors,
recommend director candidates to fill a vacancy on the Board.
The Executive Committee has authority to perform in place of the
Board of Directors except for matters relating to amending our
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 By-Laws.
Independent Directors:
Apart from their meetings in connection with scheduled Board of
Directors meetings, the five independent directors met two times
in 2005. All or part of these meetings excluded company
executives. The additional meeting was held in conjunction with
director continuing education and to discuss outside of the
presence of Company executive officers the direction of the
Company and Board evaluations.
The members of the Board also attend corporate governance
programs including many run by the National Association of
Corporate Directors (NACD). Mr. Preng is a Director of the
Houston chapter of the NACD.
From time to time, other committees of the Board of Directors
may be established for special purposes.
10
Change in
Control Arrangements, Severance Plans and Employment
Contracts
On April 13, 2005, our Board of Directors upon
recommendation of our Compensation Committee approved an
Executive Severance Plan which covers our Chief Executive and
Chief Operating Officer and an Employee Severance Plan which
covers all other officers and employees.
Pertinent provisions of the severance plans are outlined below.
Executive
Severance Plan
|
|
|
|
|
Covered employees: James A. Watt and Robert P. Murphy
|
|
|
|
Severance Benefits:
|
|
|
|
|
(a)
|
Employment terminated by death or
Disability accrued salary through termination
date and pro rata target bonus
|
|
|
(b)
|
Involuntary Termination or termination with Good Reason, not
connected with Change in Control (i) cash
payment equal to 2 times the sum of current Base Salary and
the average incentive bonus paid over the last 3 years,
(ii) all stock options, restricted stock and other equity
compensation shall be governed by the respective plans and
granting agreements, (iii) 2 years medical and dental
benefits for employee and immediate family,
(iv) 12 months out-placement services,
(v) immediate vesting of all non-qualified deferred
compensation, subject to applicable provisions of tax law
|
|
|
(c)
|
Involuntary Termination or termination for Good Reason within
3 months prior to or 2 years after a Change of
Control (i) cash payment equal to 2.99
times the sum of current Base Salary and the employees
maximum annual incentive opportunity, (ii) all stock
options, restricted stock and other equity compensation shall be
governed by the respective plans and granting agreements,
(iii) 3 years medical and dental benefits for employee and
immediate family, (iv) 12 months out-placement
services, (v) immediate vesting of all non-qualified
deferred compensation, subject to applicable provisions of tax
law
|
|
|
(d)
|
gross-up payment for any excise taxes imposed by
Sections 409A or 4999 of the Internal Revenue Code
|
|
|
|
|
|
3 year confidentiality
|
|
|
|
1 year non-compete provisions upon termination apart from a
change of control
|
Employee
Severance Plan
|
|
|
|
|
Covered employees: all full time employees other than James A.
Watt and Robert P. Murphy
|
|
|
|
Severance Benefits for Officers and Selected Exempt Employees:
|
|
|
|
|
(a)
|
Employment terminated by death or
Disability accrued Base Salary through
termination date and pro rata target bonus
|
|
|
(b)
|
Involuntary Termination, not connected with Change in
Control (i) cash payment equal to 1 times
the sum of current Base Salary and the average incentive bonus
paid over the last 3 years, (ii) all stock options,
restricted stock and other equity compensation shall be governed
by the respective plans and granting agreements,
(iii) 1 year medical and dental benefits for employee
and immediate family subject to employee gaining new employment
with similar benefits, (iv) 12 months out-placement
services, (v) immediate vesting of all non-qualified
deferred compensation, subject to applicable provisions of tax
law
|
|
|
(c)
|
Involuntary Termination or termination with Good Reason within
2 years after a Change of
Control (i) cash payment equal to 2 times
the sum of current Base Salary and the employees maximum
annual incentive opportunity, (ii) all stock options,
restricted stock and other equity
|
11
|
|
|
|
|
compensation shall be governed by the respective plans and
granting agreements, (iii) 2 years medical and dental
benefits for employee and immediate family subject to employee
gaining new employment with similar benefits ,
(iv) 12 months out-placement services,
(v) immediate vesting of all non-qualified deferred
compensation, subject to applicable provisions of tax law
|
|
|
|
|
(d)
|
gross-up payment for any excise taxes imposed by
Sections 409A or 4999 of the Internal Revenue Code
|
|
|
|
|
|
Severance Benefits for Exempt and Non-Exempt Employees:
|
|
|
|
|
(a)
|
Employment terminated by death or
Disability accrued Base Salary through
termination date and pro rata target bonus
|
|
|
(b)
|
Involuntary Termination or termination with Good Reason within
1 year after Change of
Control (i) cash payment equal to the
greater of 6 months Base Pay or 1 months Base
Salary for each year of service up to 9 months Base Pay,
(ii) all stock options, restricted stock and other equity
compensation shall be governed by the respective plans and
granting agreements, (iii) the greater of 6 months or
1 month for each year of service up to 9 months,
medical and dental benefits for employee and immediate family
subject to employee gaining new employment with similar benefits
|
|
|
(c)
|
gross-up payment for any excise taxes imposed by
Sections 409A or 4999 of the Internal Revenue Code
|
|
|
|
|
|
3 year confidential information
|
|
|
|
1 year non-compete provisions upon termination apart from a
change of control
|
Compensation
Committee Interlocks and Insider Participation in Compensation
Decisions
Alan C. Shapiro, David E. Preng, and Thomas W. Rollins, served
on the Compensation Committee in 2005. No executive officer or
employee serves on the compensation committee of the Board. None
of our executive officers serves on the board of directors of
any other entity that has an executive officer serving on our
Board.
12
Board
Compensation Committee Report on Executive
Compensation
Each member of the Compensation Committee is independent, as
determined by our Nominating and Corporate Governance Committee
and our Board of Directors and based on our independence
principles outlined in our By-Laws and Corporate Governance
Guidelines, which define director independence more strictly
than the New York Stock Exchange listing standards.
The Compensation Committees primary responsibility is
making recommendations to the Board of Directors relating to
compensation of our Chief Executive Officer and providing
oversight of managements decisions regarding the
compensation of all other executive officers and other
employees. The Committee also makes recommendations to the Board
of Directors regarding employee benefits, our defined benefit
plans, defined contribution plans, and stock based plans. In
addition the Committee is charged with assisting the Board in
developing CEO succession plans.
A more complete description of this Committees function is
contained its Charter which is available on our website at
www.remoil.net.
Overview
of Compensation Philosophy and Program
Our philosophy is to develop a systematic, competitive executive
compensation program which recognizes an executive
officers position and responsibilities, takes into account
competitive compensation levels in 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 incentive
(short-term), and (iii) a stock based grant incentive
(long-term). Under this program, the short-term and long-term
incentives are at risk and are based on the
performance of the Company versus defined goals. In addition,
the long-term incentives are further at risk because
they require continued employment through each scheduled vesting
date.
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. In
addition, outside experts in executive compensation are
consulted. For both the base salary and the annual cash
incentive portion of executive compensation the Committee has
adopted a philosophy of paying our executive officers at a level
that is competitive and within ranges reflected by the data
compiled and the opinions of the outside consultants.
Base
Salaries
Base salaries for our executive officers are established based
on the scope of their responsibilities, taking into account
competitive market compensation paid by our peers. Base salaries
are reviewed annually. The salaries we paid to our most highly
paid executive officers for the last three years are set forth
in the Summary Compensation Table included under Executive
Compensation in this Proxy Statement.
Annual
Cash Incentives
The Committee has developed a performance-based annual cash
incentive plan covering the executive officers. The objectives
in designing the program are to reward participants for
accomplishing objectives which are generally measurable and are
key components in the measure of shareholder value. Under the
annual cash incentive program, the Committee has established a
target cash incentive award for each executive
officer including the Chief Executive Officer that is payable
based primarily on the Company achieving certain performance
targets which have been set by the Committee and the Board of
Directors. To a lesser extent, this cash incentive is based on
the executive officer achieving certain individual performance
objectives. The basis for our emphasis on reaching company wide
goals over individual performance is based upon the
Committees belief that due to our size and the nature of
our business, the best collective efforts of our executive
officers are required to meet the our objective of increasing
shareholder value. The performance targets are increasing
reserves, production, controlling finding and development costs,
and maintaining a competitive return on capital employed. The
annual cash incentives we paid to our most highly paid executive
officers for the last three years are set forth in the Summary
Compensation Table included under Executive Compensation in this
Proxy Statement.
13
Long-Term
Stock Based Incentives
The philosophy of our long-term stock based incentive program is
to award stock based incentives to selected plan participants
based on their levels within the Company and upon individual
merit. Our goal in the design of the program is to allow for a
size of award that is competitive within the industry and which
provides the executive officers and other employees a meaningful
incentive to remain with the Company, to increase performance,
and to focus on achieving long-term increases in shareholder
value. Other factors considered include the participants
contribution towards achieving the Companys long-term
objectives such as reserve and production growth as well as the
participants contributions in achieving the Companys
short and long-term profitability targets.
Prior to 2004, the vast majority of the long-term stock
incentive awards were made under our 1997 Stock Option Plan
which was approved by our stockholders in December 1997. At our
2004 Annual Meeting, the stockholders approved the Remington Oil
and Gas 2004 Stock Incentive Program. Two award grants, a 2004
award and a 2005 award under this program have been approved by
this Committee and the Board of Directors. Details of these
awards are discussed in general in the Equity Compensation Plans
portion of this proxy statement.
Tax
Deductibility of Compensation
Section 162(m) of the Internal Revenue Code of 1986, as
amended, imposes a $1 million limit on the amount a public
company may deduct for compensation paid to the companys
Chief Executive Officer or any of the companys four most
highly compensated executive officers who are employed at the
end of the year. Certain types of performance based compensation
are not subject to this limit. While this Committee generally
intends to structure and administer executive compensation in
such a manner so as to not impair the deductibility of CEO and
executive officer compensation, the Committee may from time to
time approve payments that cannot be deducted in order to
maintain flexibility in structuring appropriate compensation
programs for the benefit of our stockholders. The Committee does
not believe that any loss of the tax deduction benefit would be
of a material amount, and such loss would be outweighed by the
benefit to our stockholders.
Employment
and Severance Agreements
Prior to 2005, the Company has had employment agreements with
its Chief Executive Officer and three other executive officers.
In addition, a severance program has covered the other Company
employees. In April of 2005, this Committee and the Board of
Directors, in consultation with outside compensation experts,
approved severance plans designed to replace the employment
contracts and current severance program.
Chief
Executive Officer Compensation
Within the framework described above, this Committee and the
Board of Directors approved compensation in salary and bonus for
Mr. Watt in an amount which recognizes his strong
leadership in directing the Company to the high level of
achievement of the performance goals referenced in this report
as well as his leadership that has ensured that the Company
maintains a strong financial position. In addition, he was
granted long-term stockincentive awards in such amounts as to
reinforce his leadership in guiding the Company in its excellent
overall achievements of the past year. His base salary paid in
2005 was $440,000 with a bonus of $880,000. He received
long-term stock incentive awards valued on the date of the grant
at $2,092,500 representing a multi-year grant aggregating
75,000 shares of our common stock. The details including
the vesting schedule of the long-term stock award are set forth
in this proxy statement in the discussion of our equity
compensation plans.
This report on executive compensation for 2005 is provided by
the undersigned members of the Compensation Committee of the
Board of Directors.
Dr. Alan C. Shapiro Chairman
David E. Preng
Thomas W. Rollins
14
Performance
Graph
The following performance graph compares the performance of our
common stock to the indices indicated below for the
Companys last five fiscal years. The graph assumes that
the value of an investment in our common stock and in each index
was $100 at December 31, 2000, and that all dividends were
reinvested.
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12/31/2000
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12/31/2001
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12/31/2002
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12/31/2003
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12/31/2004
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12/31/2005
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REMINGTON
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100.00
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133.1
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126.2
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151.5
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209.6
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280.8
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NYSE U.S.
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100.00
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92.4
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75.9
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96.9
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109.6
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117.5
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NYSE O&G
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100.00
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55.5
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53.7
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72.9
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99.5
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152.0
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NASDAQ U.S.
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100.00
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79.3
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54.8
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82.0
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89.2
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91.1
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NASDAQ O&G
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100.00
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74.9
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74.4
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131.4
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204.0
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314.7
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From December 28, 1998, through June 19, 2002, our
common stock traded on the Nasdaq Stock Exchange under the
symbol ROIL. Since June 20, 2002, our common stock has
traded on the New York Stock Exchange under the symbol REM.
15
Security
Ownership of Certain Beneficial Owners and Management
|
|
Item 12.
|
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
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|
Ownership
of Certain Beneficial Owners
|
As of March 27, 2006, the following persons or entities
held shares of the Companys common stock in amounts
totaling more than 5% of the total shares of common stock
outstanding. This information was furnished to us by such
persons or derived from statements filed with the Commission.
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Shares of
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|
Name and Address of
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Common Stock
|
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Percent of
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Beneficial Owner
|
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Beneficially Owned
|
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Common Stock
|
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J.R. Simplot
|
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4,527,595(1)
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15.69%
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999 Main Street
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Boise, Idaho 83702
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Paulson & Co. Inc.
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1,579,400
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5.47%
|
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590 Madison Avenue
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New York, NY 10022
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(1)
|
|
The shares are held by JRS Properties III L.P.,
J.R. Simplot Self-Declaration of Revocable Trust, of which
J.R. Simplot is the beneficiary and a trust for the benefit of
Mr. Simplots spouse hold approximately 98% of the limited
partnership interest in JRS Properties III L.P. |
Ownership
of Management
The number of shares of the Companys common stock
beneficially owned as of March 27, 2006, by each director
of the Company, each officer listed in the Summary Compensation
Table, and the group comprising all directors and executive
officers, are set forth in the following table. This information
was furnished to the Company by such persons.
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Options
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Exercisable
|
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within
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Shares
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60
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of
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days
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Common
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of
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Percent
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Stock
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April
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of
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Beneficially
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15,
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Restricted
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Common
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Name
|
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Owned
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2004
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Stock(1)
|
|
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Total
|
|
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Stock
|
|
|
Gregory B. Cox
|
|
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60,564
|
|
|
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23,677
|
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|
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38,680
|
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|
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122,921
|
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|
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*
|
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Steven J. Craig
|
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1,221
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0
|
|
|
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33,640
|
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|
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34,861
|
|
|
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*
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John E. Goble, Jr.
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25,305
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|
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60,834
|
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|
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24,960
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|
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111,099
|
|
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*
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William E. Greenwood
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45,473
|
|
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135,000
|
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|
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24,960
|
|
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205,433
|
|
|
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*
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Robert P. Murphy
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77,678
|
|
|
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38,597
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|
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68,280
|
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|
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184,555
|
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*
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David E. Preng
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228,224
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0
|
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|
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24,960
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253,184
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*
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Thomas W. Rollins
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21,521
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110,000
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24,960
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156,481
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*
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Alan C. Shapiro
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36,310
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47,500
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24,960
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108,770
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*
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Frank T. Smith, Jr.
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1,620
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25,000
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33,480
|
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60,100
|
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*
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James A. Watt
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161,643
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78,473
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93,240
|
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333,356
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1.1%
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All directors and executive
officers as a group (11 persons)
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669,328
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519,081
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407,720
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1,596,129
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5.36%
|
|
|
|
* |
Less than one percent of the outstanding shares.
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(1)
|
|
These amounts represent share grants approved by our Board of
Directors pursuant to the Remington Oil and Gas Corporation 2004
Stock Incentive Plan. A discussion of these grants is contained
under Equity Compensation Plans. |
16
The following table presents information about our equity
compensation plans at December 31, 2005.
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Number of
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|
|
|
|
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Securities to
|
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|
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|
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|
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be Issued
|
|
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Weighted Average
|
|
|
|
|
|
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upon Exercise
|
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Exercise Price
|
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Number of
|
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of Outstanding
|
|
|
of Outstanding
|
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Securities Remaining
|
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|
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Options, Warrants
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|
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Options, Warrants
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|
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Available for
|
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Plan Category
|
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and Rights
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and Rights
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Future Issuance
|
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(a)
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(b)
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(c)
|
|
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Equity compensation plans approved
by stockholders
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1,551,973
|
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$
|
6.13
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|
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976,413
|
|
Equity compensation plans not
approved by stockholders
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59,478
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$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Total
|
|
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1,611,451
|
|
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$
|
5.91
|
|
|
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976,413
|
|
|
|
|
|
|
|
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|
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|
|
The information above regarding equity compensation plans not
approved by the stockholders includes contingent one-time stock
grants made in 1999 to all employees and directors.
686,472 shares were awarded. The remaining
59,478 shares vest on January 17, 2006.
|
|
Item 13.
|
Certain
Relationships and Related Transactions.
|
None.
17
Independent
Public Accountants
|
|
Item 14.
|
Principal
Accountant Fees and Services.
|
The Audit Committee of our Board of Directors has selected Ernst
& Young LLP as our principal independent public accountants.
Ernst & Young performed our audits for the fiscal years
ended December 31, 2005, 2004 and 2003.
Our principal independent public accountants report on the
financial statements for either of the past three years has not
contained an adverse opinion or a disclaimer of opinion, and was
not qualified or modified as to uncertainty, audit scope, or
accounting principles. During our two most recent fiscal years
prior to the engagement of Ernst & Young, we did not consult
Ernst & Young with respect to the application of accounting
principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on
our consolidated financial statements, or any other matters or
reportable events listed in Items 304(a)(2)(i) and (ii) of
Regulation S-K.
Because we recognize the importance of Ernst & Young
maintaining objectivity in their audits, Ernst & Young will
not be engaged to perform any accounting, tax, or advisory work
which they will be placed in judgment of as part of their audit
of our financial statements. In addition, the Audit Committee
must approve any engagement of Ernst & Young apart from
their engagement as our auditors.
Our Audit Committee Charter allows the Chairman of the Audit
Committee to approve up to $50,000 in fees with Ernst &
Young over and above the amount authorized in our primary
engagement letter with Ernst & Young. Any authorization
by the Audit Committee Chairman of such additional fees is
subject to ratification by at least a majority of the Audit
Committee acting as a whole. Other than as discussed above, we
have no pre-approved arrangements with Ernst & Young.
The Audit Committee approved all of the services relating to the
fees shown below.
Fees
For the fiscal years ended December 31, 2005, and
December 31, 2004, we incurred the following charges from
Ernst & Young in connection with their services:
|
|
|
|
|
|
|
|
|
Type of Fees
|
|
2005
|
|
|
2004
|
|
Audit Fees
|
|
$
|
605,551
|
|
|
$
|
633,155
|
|
Audit Related Fees
|
|
|
0
|
|
|
|
0
|
|
Tax Fees
|
|
|
0
|
|
|
|
0
|
|
All Other Fees
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
605,551
|
|
|
$
|
633,155
|
|
In the above table, in accordance with the SECs
definitions and rules, audit fees are fees we paid
Ernst & Young for professional services for the audit of our
consolidated financial statements included in
Form 10-K
and review of financial statements included in
Form 10-Q,
and for services that are normally provided by the accountant in
connection with regulatory filings or engagements including
comfort letters, consents, and assistance with review of
documents filed with the Commission; audit-related
fees are fees for assurance and related services that are
reasonably related to the performance of the audit or review of
our financial statements; tax fees are fees for tax
compliance, tax advice and tax planning; and all other
fees are fees for preparation of compliance reports for
our retirement plans.
18
PART IV
|
|
Item 15.
|
Exhibits,
Financial Statement Schedules.
|
(a) Documents filed as part of this report:
(1) Financial Statements included in Item 8:
(i) Independent Registered Public Accounting Firms
Report
(ii) Consolidated Balance Sheets as of December 31,
2005 and 2004
(iii) Consolidated Statements of Income for years ended
December 31, 2005, 2004 and 2003
(iv) Consolidated Statement of Stockholders Equity
for years ended December 31, 2005, 2004 and 2003
(v) Consolidated Statements of Cash Flows for the years
ended December 31, 2005, 2004 and 2003
(vi) Notes to Consolidated Financial Statements
(vii) Supplemental Oil and Natural Gas Information
(Unaudited) (Included in the Notes to Consolidated Financial
Statements)
(2) Financial Statement Schedules
Financial statement schedules are omitted as they are not
applicable, or the required information is included in the
financial statements or notes thereto.
(3) Exhibits
|
|
|
Exhibit
|
|
|
Number
|
|
Exhibit
|
|
2.1****
|
|
Agreement and Plan of Merger.
|
2.2****
|
|
Amendment No. 1 to Agreement
and Plan of Merger.
|
3.1###
|
|
Restated Certificate of
Incorporation of Remington Oil and Gas Corporation.
|
3.3++
|
|
By-Laws as amended of Remington
Oil and Gas Corporation.
|
10.1**
|
|
Pension Plan of Remington Oil and
Gas as Amended and Restated Effective January 1, 2000.
|
10.2**
|
|
Amendment Number One to the
Pension Plan of Remington Oil and Gas Corporation.
|
10.3##
|
|
Amendment Number Two to the
Pension Plan of Remington Oil and Gas Corporation.
|
10.4##
|
|
Amendment Number Three to the
Pension Plan of Remington Oil and Gas Corporation.
|
10.5***
|
|
Amendment Number Four to the
Pension Plan of Remington Oil and Gas Corporation.
|
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 April 30, 2002, by and between Remington Oil and
Gas Corporation and an executive officer.
|
10.9#
|
|
Form of Contingent Stock Grant
Agreement Directors.
|
10.10#
|
|
Form of Contingent Stock Grant
Agreement Employees.
|
10.11#
|
|
Form of Amendment to Contingent
Stock Grant Agreement Directors.
|
10.12#
|
|
Form of Amendment to Contingent
Stock Grant Agreement Employees.
|
10.13###
|
|
Remington Oil and Gas Corporation
2004 Stock Incentive Plan.
|
10.14+++
|
|
First Amendment to Remington Oil
and Gas Corporation 2004 Stock Incentive Plan.
|
10.15+++
|
|
Form of Restricted Stock Agreement
(Employees).
|
10.16+++
|
|
Form of Restricted Stock Agreement
(Non-employee Directors).
|
10.17+++
|
|
Remington Oil and Gas Corporation
Executive Severance Plan.
|
10.18+++
|
|
Remington Oil and Gas Corporation
Employee Severance Plan.
|
19
|
|
|
Exhibit
|
|
|
Number
|
|
Exhibit
|
|
14.1++
|
|
Code of Business Conduct and
Ethics.
|
21###
|
|
Subsidiaries of Registrant.
|
23.1####
|
|
Consent of Ernst & Young LLP.
|
23.2####
|
|
Consent of Netherland, Sewell
& Associates, Inc.
|
31.1
|
|
Certification of James A. Watt,
Chief Executive Officer, as required pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Certification of Frank T. Smith,
Jr., Principal Financial Officer, as required pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
|
Certification of James A. Watt,
Chief Executive Officer, pursuant to 18 U.S.C.
Section 1350, as required pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
|
32.2
|
|
Certification of Frank T. Smith,
Jr., Principal Financial Officer, pursuant to 18 U.S.C.
Section 1350, as required pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
|
|
|
|
* |
|
Incorporated by reference to the Companys Form 10-K
(file number
1-11516) for
the fiscal year ended December 31, 1997 filed with the
Commission on March 30, 1998. |
|
# |
|
Incorporated by reference to the Companys Form 10-K
(file number
1-11516) for
the fiscal year ended December 31, 2000 filed with the
Commission on March 16, 2001. |
|
+ |
|
Incorporated by reference to the Companys Form 10-Q
(file number
1-11516) for
the fiscal quarter ended September 30, 2001 filed with the
Commission on November 9, 2001. |
|
** |
|
Incorporated by reference to the Companys Form 10-K
(file number
1-11516) for
the fiscal year ended December 31, 2001 filed with the
Commission on March 21, 2002. |
|
## |
|
Incorporated by reference to the Companys Form 10-K
(file number
1-11516) for
the fiscal year ended December 31, 2002, filed with the
Commission on March 31, 2003. |
|
++ |
|
Incorporated by reference to the Companys Form 10-Q
(file number
1-11516) for
the fiscal quarter ended June 30, 2003, filed with the
Commission on August 11, 2003. |
|
*** |
|
Incorporated by reference to the Companys Form 10-K
(file number
1-11516) for
the fiscal year ended December 31, 2003, filed with the
Commission on March 12, 2004. |
|
### |
|
Incorporated by reference to the Companys Form 10-K/A
(file number
1-11516) for
the fiscal year ended December 31, 2004, filed with the
Commission on March 17, 2005. |
|
+++ |
|
Incorporated by reference to the Companys Form 10-Q
(file number
1-11516) for
the fiscal quarter ended March 31, 2005, filed with the
Commission on April 29, 2005. |
|
**** |
|
Incorporated by reference to the Companys Form 8-K
(file number
1-11516)
filed with the Commission on January 26, 2006. |
|
#### |
|
Incorporated by reference to the Companys Form 10-K (filed
number 1-11516) for the fiscal year ended December 31, 2005,
filed with the Commission on March 14, 2006. |
20
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
James A. Watt
Chairman and Chief Executive Officer
Date: March 28, 2006
21