Commission File Number 1-4668 FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. AMENDMENT TO APPLICATION OR REPORT Filed pursuant to Section 12, 13 or 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 Coastal Caribbean Oils & Minerals, Ltd. (Exact name of registrant as specified in charter) AMENDMENT NO. 1 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for the fiscal year ended December 31, 1996 as set forth in the pages attached hereto: (List all such items, financial statements, exhibits or other portions amended) Page 2 and 17 are deleted in their entirety and the attached page 2 and 17 are substituted in lieu thereof. Page 42 is deleted in its entirety and Part III information concerning Item 10 - Directors and Executive Officers of the Company, Item 11 - Executive Compensation, Item 12 - Security Ownership of Certain Beneficial Owners and Management and Item 13 - Certain Relationships and Related Transactions in the attached pages 42.1 through 42.7 are substituted in lieu thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. COASTAL CARIBBEAN OILS & MINERALS, LTD. (Registrant) By /s/ James R. Joyce James R. Joyce Treasurer and Chief Financial and Accounting Officer Date: April 23, 1997 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. |X| Yes |_| No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's 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. [X] The aggregate market value of the common stock held by non-affiliates of the registrant was approximately $103,000,000 (U.S.) at February 11, 1997. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: Common stock, par value $.12 per share, 40,056,358 shares outstanding as of February 11, 1997 DOCUMENTS INCORPORATED BY REFERENCE NONE 2 Item 4. Submission of Matters to a Vote of Security Holders. None. 17 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. PART III Item 10. Directors and Executive Officers of the Company. (a) Directors. Date Present Term Length of Service Other Offices Held Name Age of Office Expires as a Director with Company ---- --- ----------------- ------------- ------------ Charles T. Collis 64 Annual Meeting 1997 Since 1987 Secretary Nicholas B. Dill* 64 Annual Meeting 1997 Since 1997 None Benjamin W. Heath 82 Annual Meeting 1997 Since 1962 President John D. Monroe 70 Annual Meeting 1997 Since 1981 None C. Dean Reasoner** 79 Annual Meeting 1997** Since 1966 None Phillip W. Ware 47 Annual Meeting 1997 Since 1985 Vice President - ------------ * Mr. Dill was elected on April 7, 1997 to complete the unexpired term of Mr. Reasoner. ** Mr. Reasoner resigned as a director of the Company on March 20, 1997. The Company is not aware of any arrangement or understanding between any of the individuals named above and any other person pursuant to which any individual named above was selected as a director. (b) Executive Officers. Length of Service Other Positions Held Name Age Office Held as an Officer with Company Benjamin W. Heath 82 President Since 1962 Director James R. Joyce 56 Treasurer and Chief Financial Officer Since June 8, 1994 Assistant Secretary Phillip W. Ware 47 Vice President of the Company and President of Coastal Petroleum Company Since 1985 Director The Company is not aware of any arrangements or understandings between any of the individuals named above and any other person pursuant to which any individual named above was selected as an officer. All officers of Coastal Caribbean Oils & Minerals, Ltd. are elected annually by the Board of Directors and serve at the pleasure of the Board of Directors. (c) Identification of Significant Employees. None. (d) Family Relationships. No family relationships exist among any of the directors and officers named above. 42.1 (e) (1) Business Experience. All of the named companies are engaged in oil, gas or mineral exploration and/or development except where noted. Directors and Executive Officers. Mr. Collis has been a member of the law firm of Conyers, Dill & Pearman, Hamilton, Bermuda, the Company's Bermuda counsel for more than five years. Mr. Nicholas B. Dill was elected a director on April 7, 1997 to complete the unexpired term of C. Dean Reasoner who resigned on March 20, 1997. Mr. Dill is a member of the law firm of Conyers, Dill & Pearman, Hamilton, Bermuda, the Company's Bermuda counsel. Mr. Heath has been President of the Company since 1962 and Chairman and a director of Coastal Petroleum Company ("Coastal Petroleum"), the Company's subsidiary, a director of Magellan Petroleum Corporation ("MPC"), Chairman and a director of Magellan Petroleum Australia Limited ("MPAL"), a majority owned subsidiary of MPC, and a director of Canada Southern Petroleum Ltd. ("Canada Southern"). Mr. James R. Joyce has been Treasurer and Chief Financial and Accounting Officer of the Company since June 1994. Mr. Joyce has been Vice President and Treasurer of G&O'D INC since 1979, (President since July 1, 1994), a firm which has provided accounting and administrative services, office facilities and support staff to the Company for more than five years. Mr. Joyce is a Certified Public Accountant and a member of the Bar of Connecticut. Mr. Monroe has been a real estate broker for more than five years and was formerly President of Monroe-Buman Real Estate, Inc., a real estate brokerage and development firm in Naples, Florida. Mr. Monroe is also a director of Coastal Petroleum. Mr. C. Dean Reasoner has been a member of the law firm of Reasoner, Davis & Fox, Washington, D.C. for more than five years. On March 20, 1997, Mr. Reasoner resigned as a director of the Company for health related reasons. Mr. Reasoner also resigned as a director of MPC, MPAL and Canada Southern during March 1997. Mr. Ware, a geologist, has been President of Coastal Petroleum since April 1985. He is also a director of Coastal Petroleum. 42.2 (2) Directorships. See subparagraph (1), above. (f) Involvement in Certain Legal Proceedings. None. (g) Promoters and Control Persons. Not applicable. Item 11. Executive Compensation. The following table sets forth certain summary information concerning the compensation of Mr. Benjamin W. Heath, President and Chief Executive Officer of the Company. No other executive officers of the Company earned in excess of $100,000 during fiscal year 1996. - ------------------------------------------------------------------------------------------------------------------------------------ Summary Compensation Table - ------------------------------------------------------------------------------------------------------------------------------------ Annual Compensation Name and Long Term All Other Principal Position Year Salary ($) Compensation Award Compensation Options/SARs(#) ($) (1) - ---------------------------------------- -------------------- --------------------- ------------------------- ---------------------- Benjamin W. Heath, President 1996 40,000 - 12,000 and Chief Executive Officer 1995 40,000 60,000 12,000 1994 26,250 - 9,937 - ---------------------------------------- -------------------- --------------------- ------------------------- ---------------------- (1) Reimbursement for office expense $6,000 in 1996, 1995 and 1994. Payment to SEP-IRA pension plan $6,000 in 1996 and 1995, and $3,937 in 1994. (c) Options/SAR Grants None. (d) Aggregated Option/SAR Exercises and Fiscal Year Option/SAR Value Table The following table provides information about stock options exercised during fiscal 1996. ------------------------- -------------------- ---------------- -------------------------------- ----------------------------- Value of Unexercised Shares Number of Unexercised In-The-Money Acquired Value Options/SARs Options/SARs On Exercise (#) Realized ($) at December 31, 1996 at December 31, 1996 ($) ------------------------- -------------------- ---------------- -------------------------------- ----------------------------- Name Exercisable Unexercisable Exercisable Unexercisable ------------------------- -------------------- ---------------- -------------- ---------------- -------------- ------------- Benjamin W. Heath -0- -0- 72,000 - 171,000 - ------------------------- -------------------- ---------------- -------------- ---------------- -------------- ------------- (e) Long-Term Incentive Plan ("LTIP") Awards Table Not applicable. 42.3 (f) Defined Benefit or Actuarial Plan Disclosure Not applicable. (g) Compensation of Directors John D. Monroe received a director's fee of $15,000 for the year 1996. Mr. Monroe is the only director who receives directors' fees. (h) Employment Contracts and Termination of Employment and Change-in- Control Arrangements. Not applicable. (i) Report on Repricing of Options/SARs Not applicable. (j) Compensation Committee Interlocks and Insider Participation The entire board of directors constitutes the compensation committee. Benjamin W. Heath and Phillip W. Ware are directors and the Presidents, respectively, of Coastal Caribbean and Coastal Petroleum. Mr. C. Dean Reasoner, a director until his resignation on March 20, 1997, is a partner in the law firm of Reasoner, Davis & Fox which was paid $102,000 for legal services rendered in 1996. Mr. Heath also serves as a director of MPC, MPAL and Canada Southern Petroleum Ltd. ("CSP"). Mr. Heath is also Chairman of M PAL. During 1996, the law firm of Reasoner, Davis & Fox also rendered services to MPC and CSP. Mr. Reasoner also resigned as a director of MPC, MPAL and CSP during March 1997. (k) Board Compensation Committee Report on Executive Compensation. Not applicable. (l) Performance Graph Not applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management. (a) Security Ownership of Certain Beneficial Owners. The following table sets forth information as to the number of shares of the Company's Stock owned beneficially as of April 22, 1997 by each person who is known to be the beneficial owner of more than 5% of the outstanding shares of common stock of the Company. 42.4 Name and address of Amount and nature beneficial owner of beneficial ownership Percent of class** Shares held Shares subject directly to option Leon S. Gross 4,190,031 - 10.46 3900 Ford Road Philadelphia, PA 19131 Lykes Minerals Corp. - 7,800,000* 16.3** 111 East Madison Street P.O. Box 1690 Tampa, FL 33601 - --------------- * Under certain agreements with the Company, Lykes Minerals Corp. ("Lykes") has options to purchase shares of Coastal Petroleum, and to exchange shares of Coastal Petroleum for shares of the Company. At April 22, 1997, Lykes had purchased a total of 78 shares which are convertible into 7,800,000 shares of the Company. ** Assumes all outstanding options are exercised to acquire shares of the Company. (b) Security Ownership of Management. The following table sets forth information as to the number of shares of the Company's common stock owned beneficially at April 22, 1997 by each director of the Company and by all directors and executive officers as a group: Amount and Nature of Name of Beneficial Ownership Individual Shares held Percent of or Group directly Options Class Charles T. Collis 17,758 60,000 * Nicholas B. Dill --- --- Benjamin W. Heath 20,000 72,000 * John D. Monroe 400 60,000 * Phillip W. Ware 3,791 120,000 * Directors and executive officers as a group (a total of 6 persons) 52,034 362,000 1.2% - --------------- * Less than 1%. 42.5 (c) Changes in Control. The Company is aware of no contractual arrangements which may at a subsequent date result in a change of control of the Company. Item 13. Certain Relationships and Related Transactions. (a) Transactions with management and others. None. (b) Certain business relationships. Reasoner, Davis & Fox The Company retained the services of the law firm of Reasoner, Davis & Fox, of which Mr. C. Dean Reasoner, a director of the Company until his resignation on March 20, 1997, is a partner. Fees for legal services rendered to the Company by Reasoner, Davis & Fox amounted to $102,000 for the year 1996. In addition, Reasoner, Davis & Fox is entitled to contingent fees payable in connection with Coastal Petroleum's litigation against the State of Florida of 2.0 percent of any net recovery from execution on or satisfaction of judgment or from settlement of this lawsuit. G&O'D INC During the year 1996, $169,632 was paid or accrued for accounting and administrative services, office facilities and support staff provided to the Company by G&O'D INC, a firm that was owned by Mr. James R. Joyce, Treasurer and Assistant Secretary. The services rendered by G&O'D INC to the Company include the following: preparation and filing of all reports required by Federal and State governments, preparations of reports and registration statements required under the Federal securities laws; preparation and filing of interim, special and annual reports to shareholders; maintaining corporate ledgers and records; furnishing office facilities and record retention. G&O'D is also responsible for the investment of the Company's available funds and other banking relations and securing adequate insurance to protect the Company. G&O'D is responsible for the preparation and maintenance of all the minutes of any directors' and shareholders' meetings, arranging all meetings of directors and shareholders, coordinating the activities and services of all companies and firms rendering services to the Company, responding to stockholder inquiries, and such other services as may be requested by the Company. G&O'D maintains and provides current information about the Company's activities so that the directors of the Company may keep themselves informed as to the Company's activities. G&O'D's fees are based on the time spent in performing these services to the Company. 42.6 Royalty Interests The State of Florida oil, gas and mineral leases held by Coastal Petroleum on approximately 3,700,000 acres of submerged lands along the Gulf Coast and certain inland lakes and rivers are subject to certain overriding royalties aggregating 1/16th as to oil, gas and sulphur, and 13/600ths as to minerals other than oil, gas and sulphur. Of the overriding royalties as to oil, gas and sulphur, a 1/90th overriding royalty, and of the overriding royalties on minerals other than oil, gas and sulphur, a 1/60th overriding royalty, is held by Johnson & Company, a Connecticut partnership which is used as a nominee by the members of the family of the late William F. Buckley. A trust, in which Mr. Heath has a 54.4 percent beneficial interest, and C. Dean Reasoner (a director until his resignation on March 20, 1997) have beneficial interests in such royalty interest held by Johnson & Company. No payments have been made to Johnson & Company (or to the beneficial owners of such royalty interests) in more than thirty years. In 1990, Coastal Petroleum granted to officers 3.4% of any net recovery from execution on or satisfaction of judgment or from settlement of the lawsuit against the State of Florida as follows: Relationship to Percent of Coastal Petroleum Name Net Recovery at Date of Grant Benjamin W. Heath 1.25 Chairman of Board Phillip W. Ware 1.25 President Arthur B. O'Donnell 0.30 Vice President and Treasurer James R. Joyce 0.30 Assistant Treasurer James J. Gaughran 0.30 Secretary (c) Indebtedness of Management No officer or director was indebted to the Company or any subsidiary in an aggregate amount that exceeded $60,000 during fiscal 1996. (d) Transactions with Promoters. Not applicable. 42.7