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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One) FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number: 0-7062
NOBLE AFFILIATES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 73-0785597
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
110 West Broadway 73401
Ardmore, Oklahoma
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code:
(405) 223-4110
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of Each Exchange on
Title of Each Class Which Registered
------------------- ------------------------
Common Stock, $3.33-1/3 par value New York Stock Exchange, Inc.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
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 /X/ No _____
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 the 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. ______
Aggregate market value of Common Stock held by nonaffiliates as of March
13, 1995: $1,126,680,498.
Number of shares of Common Stock outstanding as of March 13, 1995:
50,024,356.
DOCUMENTS INCORPORATED BY REFERENCE
Listed below are documents parts of which are incorporated herein by
reference and the part of this report into which the document is incorporated:
(1) 1994 annual report to the shareholders - Parts I and II.
(2) Proxy statement for the 1995 annual meeting of shareholders -
Part III.
TABLE OF CONTENTS
PAGE
----
PART I
Item 1. Business........................................................... 1
General............................................................ 1
Oil and Gas........................................................ 1
Exploration Activities........................................... 1
Acquisitions..................................................... 4
Production Activities............................................ 4
Marketing........................................................ 4
Regulation and Risks............................................. 5
Competition...................................................... 6
Employees.......................................................... 6
Item 2. Properties......................................................... 7
Offices............................................................ 7
Oil and Gas........................................................ 7
Item 3. Legal Proceedings.................................................. 11
Item 4. Submission of Matters to a Vote of Security Holders................ 12
Executive Officers of the Registrant............................... 12
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.............................................. 13
Item 6. Selected Financial Data............................................ 13
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations........................................ 13
Item 8. Financial Statements and Supplementary Data........................ 13
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure............................................. 14
Item 10. Directors and Executive Officers of the Registrant................. 14
Item 11. Executive Compensation............................................. 14
Item 12. Security Ownership of Certain Beneficial Owners and Management..... 14
Item 13. Certain Relationships and Related Transactions..................... 14
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K... 15
(i)
PART I
ITEM 1. BUSINESS.
GENERAL
Noble Affiliates, Inc. is a Delaware corporation organized in 1969. The
Registrant is principally engaged, through its subsidiaries, in the exploration,
production and marketing of oil and gas. In this report, unless otherwise
indicated or the context otherwise requires, the "Company" or the "Registrant"
refers to Noble Affiliates, Inc. and its subsidiaries.
OIL AND GAS
The Registrant's wholly owned subsidiary, Samedan Oil Corporation
("Samedan"), has been engaged in the exploration for and production of oil and
gas since 1932. Samedan conducts its exploration and production operations
throughout the major basins in the United States, including the Gulf of Mexico,
and in foreign jurisdictions, primarily in Canada and Africa. For information
regarding Samedan's oil and gas properties, see "Item 2 - Properties - Oil and
Gas" on pages 7 through 11 of this report. The Registrant's wholly owned
subsidiary, Noble Gas Marketing, Inc. ("NGM"), markets the Company's natural gas
as well as third-party gas. For more information regarding NGM's operations,
see "Item 1 - Business - Oil and Gas - Marketing" on pages 4 and 5 of this
report.
In this report, unless the context otherwise requires, Samedan refers to
Samedan Oil Corporation and its subsidiaries and NGM refers to Noble Gas
Marketing, Inc. and its subsidiaries. In this report, quantities of oil are
expressed in barrels ("bbls"), and quantities of natural gas are expressed in
thousands of cubic feet ("Mcf"), millions of cubic feet ("MMcf") or billions of
cubic feet ("Bcf").
EXPLORATION ACTIVITIES
Samedan, by itself or through various arrangements with others, investigates
potential oil and gas properties, seeks to acquire exploration rights in areas
of interest and conducts exploratory activities, including geophysical and
geological evaluation and exploratory drilling, where appropriate, on properties
for which it acquired such exploration rights.
Samedan has been engaged in exploration and development of oil and gas
reserves in federal and state waters offshore Texas and Louisiana since 1968 and
has remained active in these areas of the Gulf of Mexico throughout the past 26
years during which it has drilled, or participated in the drilling of (through
December 31, 1994), 649 gross wells. In 1994, Samedan drilled or participated
in the drilling of 23 exploratory wells (9.9 net) and 31 development wells (13.5
net) in federal and state waters offshore Texas and Louisiana. Of the 54 gross
wells drilled, 36 (16.5 net) were completed as productive wells and 18 (6.9 net)
were abandoned as dry holes. The Registrant intends to remain active in these
areas of the Gulf of Mexico. As of December 31, 1994, the Registrant had 73
undrilled leases in the Gulf of Mexico, with expiration dates ranging from 1995
to 1999, in which the Registrant currently intends to conduct future exploration
activities.
The following paragraphs in this "Exploration Activities" section describe
significant domestic activities in 1994.
GULF OF MEXICO. Samedan drilled four wells on its Vermilion 371/362
leases. The Vermilion 362 #2 logged 142 feet of gas pay in five zones. The
well tested 19.5 million cubic feet of gas and 1,642 barrels of condensate per
day out of two zones perforated. The Vermilion 362 #3 well logged 42 feet of
gas and condensate pay in three zones. The well was not tested. The Vermilion
371 #3 well logged 118 feet of gas pay in four zones. The Vermilion 371 #4 well
logged 70 feet of gas pay in five zones.
In August 1994, Samedan installed the platform and production facilities on
its East Cameron 331/332 complex. The East Cameron 331 #6 well was drilled to
test a separate fault block. The well encountered approximately 68 feet of oil
and gas pay in four zones as determined from electric logs and sidewall cores.
Production commenced from the platform in October 1994 upon completion of the
first well. At year end 1994,
1
the Company had completed three wells which were producing approximately 43
million cubic feet of gas and 2,400 barrels of oil per day. All of the wells
are expected to be completed by the end of the first quarter of 1995. It is
projected that daily production from the field will be approximately 100 million
cubic feet of gas and 10,000 barrels of oil per day.
In August 1994, Samedan installed a nine slot platform and production
facilities on its 100 percent owned High Island A-547 lease, offshore Texas.
Completion operations are expected to commence on the four wells connected to
the platform during the first quarter of 1995. The production facilities on the
platform are currently capable of handling 50 million cubic feet of gas and 500
barrels of condensate per day.
Samedan drilled a gas discovery on High Island A-231, offshore Texas. The
Sidetrack #2 well encountered 19 feet of pay in a lower zone, 25 feet of pay in
an intermediate zone, and 16 feet of pay in an upper zone. Samedan owns the
full working interest in the upper and lower zones and an 80 percent working
interest in the intermediate zone. Production from the well commenced in
November 1994 at the rate of 4.1 million cubic feet of gas and 25 barrels of
condensate per day.
Offshore Louisiana, Samedan participated with a 35 percent working interest
in a gas and condensate discovery on Eugene Island 72. The well was drilled to
17,400 feet and logged 73 net feet of gas pay. The well tested 12.4 million
cubic feet of gas and 288 barrels of condensate per day through a 16/64 inch
choke with 7,090 pounds of flowing tubing pressure. Production facilities are
expected to be installed and production commence from the field during the first
quarter of 1995.
Samedan drilled a third well on its Vermilion 332 lease during the year
after acquiring the offset lease, Vermilion 333, at a federal sale in 1994. The
well logged 25 feet of oil pay and was not tested. The previous two wells,
drilled during 1993, tested oil at rates between 576 and 739 barrels per day.
Installation of a platform on the field is expected in September 1995. First
production is expected to be sold during the fourth quarter of 1995.
During 1994, Samedan participated in drilling wells on two separate deep
water prospects. The Garden Banks 240 #3 well, in which the Company owns a 66.7
percent working interest, was drilled in 830 feet of water, offshore Louisiana.
The well encountered approximately 145 feet of gas pay in three zones. Current
development plans call for installation of a subsea wellhead with production
flowing to a nearby platform. Initial production is expected to commence in
September 1995 at an estimated rate of 25 million cubic feet of gas and 150
barrels of condensate per day.
Samedan also participated with a 25 percent working interest in drilling the
Green Canyon 136 #6 well in 850 feet of water. The well logged 131 feet of gas
pay and tested 26.8 million cubic feet of gas per day through a 42/64 inch
choke.
Samedan participated in drilling various successful wells from existing
platforms, including activity at Main Pass 305/306 (two wells at 100 percent
working interest), High Island A-270 (four wells at 7.5 percent working
interest), East Cameron 148 (one well at 26 percent working interest), High
Island 21 (one well at 15 percent working interest), West Cameron 593 (one well
at 28 percent working interest) and Brazos A-52 (one well at 50 percent working
interest).
During 1994, Samedan commenced oil and gas production from the following
fields: South Timbalier 68, South Marsh Island 232, Ship Shoal 315, Brazos
531/552 and Brazos A-52 B and F platforms.
DOMESTIC ONSHORE. Samedan participated in drilling 79 wells in the
Niobrara formation on acreage located in northeastern Colorado, with an average
working interest of 77 percent. Seventy wells were completed as gas wells,
resulting in an 89 percent success ratio.
Samedan continued to actively exploit new oil reserves inside its waterflood
units and on adjacent leases. In Southern Oklahoma, nine wells were drilled in
the Company's Wildcat Jim Penn Unit (75 percent working interest), and 10 wells
were drilled on adjacent leases, with working interests ranging from 65 to 100
percent.
2
Samedan acquired 2,560 net acres and 16 producing oil wells in order to form
its Mohler Waterflood Prospect, in Meade County, Kansas. Samedan owns the full
working interest and has received all necessary approvals to install a secondary
oil recovery project. Work is underway to convert certain wells into water
injection wells and install flowlines, tanks and other equipment needed to
successfully recover additional oil reserves. The Company expects to obtain
peak oil response to the water injection program during early 1997.
In Gaines County, Texas, Samedan drilled ten additional wells in its 58
percent owned South Central Robertson Waterflood Unit. The wells added an
estimated 900 barrels of production per day to the unit, bringing total unit oil
production up to 3,400 barrels per day.
In Vermilion Parish, Louisiana, Samedan participated in the Trahan #1 well,
a 17,500 foot exploratory well, with a 13 percent working interest. The well
logged 63 feet of gas and condensate pay in two zones. Additional drilling is
planned for the prospect during 1995.
The Company participated in ten exploratory wells in California, resulting
in five discoveries. Included in those discoveries are the Bertao #1-30 well,
which logged 40 feet of Blewett gas pay at approximately 6,250 feet; the Merritt
Island #1 well, which logged seven feet of Winters pay and tested two million
cubic feet of gas per day; and the Dodd #2-14 well, which tested three million
cubic feet of gas per day out of 30 feet of Blewett pay. Additional exploratory
drilling is expected in California during 1995.
In Beckham County, Oklahoma, Samedan participated with a 27.5 percent
working interest in the Silk #1-6 well. The exploratory well logged
approximately 250 feet of Granite Wash pay in multiple zones. During the fourth
quarter of 1994, the well was tested at pre-frac rates of 1.9 million cubic feet
of gas and 48 barrels of oil per day. The Company expects to participate in
additional drilling on the prospect in 1995.
The following paragraphs in this "Exploration Activities" section describe
significant international activities in 1994.
CANADA. During 1994, Samedan Oil of Canada, Inc., a wholly-owned
subsidiary of Samedan ("Samedan-Canada"), participated in 20 exploratory wells
(10.3 net) and 12 development wells (3.2 net) with interests ranging from 14 to
100 percent. A total of 15 wells (6.8 net) were successfully completed in 1994.
In 1994, Samedan-Canada participated with a 14 percent working interest in
drilling five horizontal wells in the Meekwap oil field in Alberta Province.
The wells added an approximate 2,000 barrels of oil per day to the unit
production, bringing total daily production to 4,000 barrels.
TUNISIA. During 1994, Samedan of Tunisia, Inc., a wholly-owned subsidiary
of Samedan ("Samedan-Tunisia"), participated in one exploratory well (.50 net).
A delineation well was drilled on Samedan-Tunisia's 50 percent owned Isis
concession. The Isis #6 well encountered approximately 85 feet of pay and
tested at unstabilized rates up to 3,811 barrels of oil per day.
Samedan-Tunisia did not gain sufficient confidence in the size of the reservoir
to proceed with a development plan and, accordingly, wrote off the cost of the
well which was approximately $7 million net to Samedan-Tunisia's interest.
Samedan-Tunisia began the drilling of the Zelfa #1 well, located 11 miles
offshore, in 190 feet of water to a total depth of 10,270 feet. The Zelfa #1
well was not finalized until 1995 and was not considered a 1994 well. Three
zones, ranging from 51 to 112 feet, tested oil at a combined rate of 4,540
barrels per day. Subject to partner approval and rig availability, the Company
plans to proceed with additional delineation drilling in 1995.
During the year, the Tazerka oil field, which Samedan-Tunisia operates,
produced an average of 1,778 barrels of oil per day (622 net to Samedan-Tunisia)
from five wells. Production from the field is stored in a floating production
and storage unit, capable of holding 1.4 million barrels of oil, anchored on the
property.
WEST AFRICA. Samedan of North Africa, Inc., a wholly-owned subsidiary of
Samedan ("Samedan-North Africa"), owns a 30 percent working interest in the Alba
Field located in a 500,000 gross acre contract area northwest of Bioco Island in
the Atlantic Ocean offshore Equatorial Guinea. During 1994, production from the
Alba
3
Field averaged 4,980 barrels of condensate per day from two wells. The field
was shut-in or curtailed for several periods due to mechanical problems either
with the wellhead or production facilities. At year end 1994, the field was
producing approximately 6,800 barrels of condensate per day. Samedan-North
Africa did not engage in any drilling during 1994.
INDONESIA. In April 1994, Samedan Oil of Indonesia, Inc., a wholly-owned
subsidiary of Samedan ("Samedan-Indonesia"), sold its 15 percent working
interest in a permit covering approximately 747,000 gross acres in the East Java
Sea, offshore Indonesia. The oil reserves and related costs attributable to the
Company's interest in the Camar Field were essentially written off during 1993.
ACQUISITIONS
During 1994, Samedan purchased proved producing properties in the Gulf of
Mexico, onshore United States, and Canada. Samedan spent approximately $6.1
million on these properties compared with $418.5 million in 1993. Two of the
1993 transactions, totaling $405 million, were purchases of proved oil and gas
properties from Freeport-McMoRan, Inc. ("Freeport-McMoRan") and FM Properties
Operating Co. ("FMPO"). In July 1993, Samedan acquired from Freeport-McMoRan
and FMPO for $100 million all their interest in East Cameron blocks 320, 331 and
332, located in federal waters offshore Louisiana. In October 1993, Samedan
acquired substantially all the remaining oil and gas properties from FMPO for
$305 million, which included 40 producing blocks in the Gulf of Mexico and three
oil and gas fields onshore in the United States.
Also in 1994, Samedan spent $10.4 million on acquisitions of unproved
properties. These properties were acquired primarily through domestic onshore
lease acquisitions, various offshore lease sales and Canadian land sales.
PRODUCTION ACTIVITIES
As of December 31, 1994, Samedan owned approximately 1,915 net producing oil
and gas wells in the United States and Canada and approximately 3.4 net
producing oil and gas wells in other foreign jurisdictions. Net production of
oil (including condensate and natural gas liquids), excluding royalty sales,
totaled 8,081,047 bbls in 1994 compared to 6,916,767 bbls in 1993. Net
production of natural gas, excluding royalty sales, totaled 87,729,371 Mcf in
1994 compared to 75,139,423 Mcf in 1993.
Samedan operates approximately 31.4 percent of the gross oil and gas wells
in which it has an interest, with the remainder operated by others under
operating agreements customarily used in the industry.
MARKETING
On January 13, 1994, the Company formed a wholly-owned subsidiary, Noble Gas
Marketing, Inc. ("NGM"), for the purpose of seeking out opportunities to enhance
the value of the Company's gas by marketing directly to end users, as well as
accumulating gas to be sold to gas marketers and pipelines. It is anticipated
that NGM will also be actively involved in the purchase and sale of gas from
other producers. Such third party gas may be purchased from non-operators who
own working interests in the Company's wells, or from other producers'
properties in which the Company may not own an interest. NGM, through its
wholly-owned subsidiary, Noble Gas Pipelines, Inc., plans to engage in the
installation, purchase and operation of gas gathering systems.
Samedan has a gas sales contract with NGM, whereby Samedan is paid an index
price for all gas sold to NGM. NGM records sales, including hedging
transactions, as gathering, marketing and processing revenues. NGM records as
cost of sales in gathering, marketing and processing costs, the amount paid to
Samedan and third parties. All intercompany sales and costs have been
eliminated.
Oil produced by the Company is sold to various purchasers in the United
States, Canada and other foreign locations at various prices depending on the
location and quality of the oil. The Company has no long-term contracts with
purchasers of its oil production. Crude oil and condensate are distributed
through pipelines and trucks to gatherers, transportation companies and end
users. In order to manage its exposure to price risks, the
4
Company from time to time enters into hedging transactions, including crude oil
and natural gas futures swap contracts.
Oil prices are affected by a variety of factors that are beyond the control
of the Company. The principal factors influencing the prices received by
producers of domestic crude oil continue to be the pricing and production of the
members of the Organization of Petroleum Exporting Countries. The Company's
average per barrel oil price decreased from $18.68 in 1992 to $15.91 in 1993 to
$14.90 in 1994. The Company's average oil prices for 1992 and 1993 reflected
additional amounts per barrel of $0.33 and $0.02, respectively, from hedging oil
production. The Company did not hedge any of its oil production during 1994.
Substantial competition in the natural gas marketplace continued in 1994.
Gas prices, which were once determined largely by governmental regulations, are
now being influenced to a greater extent by the marketplace. The average price
per Mcf realized by the Company was $1.81 in 1992, $2.10 in 1993 and $1.97 in
1994. The Company's average gas prices for 1992 and 1993 reflected reductions
of $0.045 and $0.048 per Mcf, respectively, from hedging natural gas production.
The Company did not hedge any of its gas production during 1994, but did through
its marketing subsidiary, NGM, hedge approximately 27,000 MMBtu's per day during
the second half of 1994 at prices ranging from $1.33 to $1.92 per MMBtu.
The largest single customer for the Company's oil in 1994 purchased
approximately 15 percent of its oil production, and the five largest purchasers
accounted for approximately 55 percent of total oil production. The largest
single customer for the Company's gas in 1994 purchased approximately 19 percent
of its gas production, and the five largest purchasers accounted for
approximately 33 percent of total gas production. The Company does not believe
that the loss by the Company of a major oil or gas customer would have a
material adverse effect on the Company.
REGULATION AND RISKS
GENERAL. Exploration for and production and sale of oil and gas are
extensively regulated at the national, state and local levels. Oil and gas
development and production activities are subject to various state laws and
regulations (and orders of regulatory bodies pursuant thereto) governing a wide
variety of matters, including allowable rates of production, marketing, pricing,
prevention of waste and pollution, and protection of the environment. Laws
affecting the oil industry are under constant review for amendment or expansion
and frequently increase the regulatory burden on companies. Numerous
governmental departments and agencies are authorized by statute to issue rules
and regulations binding on the oil and gas industry. Many of these governmental
bodies have issued rules and regulations that are often difficult and costly to
comply with, and that carry substantial penalties for failure to comply. These
laws, regulations and orders may restrict the rate of oil and gas production
below the rate that would otherwise exist in the absence of such laws,
regulations and orders. The regulatory burden on the oil and gas industry
increases its costs of doing business and consequently affects its
profitability.
NATURAL GAS. The natural gas industry has been regulated under the
Natural Gas Act and the Natural Gas Policy Act of 1978 (the "NGPA"). Under the
Natural Gas Wellhead Decontrol Act of 1989, price ceilings have been eliminated
over a transition period which ended on January 1, 1993.
CERTAIN RISKS. In Samedan's exploration operations, losses may occur
before any accumulation of oil or gas is found. If oil or gas is discovered, no
assurance can be given that sufficient reserves will be developed to enable
Samedan to recover the costs incurred in obtaining the reserves or that reserves
will be developed at a rate sufficient to replace reserves currently being
produced and sold. Samedan's international operations are also subject to
certain political, economic and other uncertainties including, among others,
risks of war, expropriation, renegotiation or modification of existing
contracts, taxation policies, foreign exchange restrictions, international
monetary fluctuations and other hazards arising out of foreign governmental
sovereignty over areas in which Samedan conducts operations.
ENVIRONMENTAL MATTERS. As a developer, owner and operator of oil and gas
properties, Samedan is subject to various federal, state, local and foreign
country laws and regulations relating to the discharge of materials into, and
the protection of, the environment. The release or discharge of oil from
Samedan's domestic onshore or offshore facilities could subject Samedan to
liability under federal laws and regulations, including the Oil Pollution
5
Act of 1990, the Outer Continental Shelf Lands Act and the Clean Water Act, for
pollution cleanup costs, damage to the environment, civil or criminal penalties,
and orders or injunctions requiring the suspension or cessation of operations in
affected areas. The liability under these laws for a substantial release or
discharge of oil, subject to certain specified limitations on liability, may be
extraordinarily large. If any oil pollution was caused by willful misconduct,
willful negligence or gross negligence, or was caused primarily by a violation
of federal regulations, such limitations on liability may not apply. Certain of
Samedan's facilities are subject to regulations of the United States
Environmental Protection Agency, including regulations that require the
preparation and implementation of spill prevention control and countermeasure
plans relating to the possible discharge of oil into navigable water.
The Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA"), also known as "Superfund", imposes liability on certain classes of
persons that contributed to the release or threatened release of a hazardous
substance into the environment or that own or operate facilities or vessels onto
or into which hazardous substances are disposed. The Resource Conservation and
Recovery Act ("RCRA") and regulations promulgated thereunder regulate hazardous
waste, including its treatment, storage and disposal. CERCLA currently exempts
crude oil, and RCRA currently exempts certain oil and gas exploration and
production drilling materials, such as drilling fluids and produced waters, from
the definitions of hazardous substances and hazardous wastes. Samedan's
operations, however, may involve the use or handling of other materials that may
be classified as hazardous substances or hazardous wastes, and therefore, these
statutes and regulations promulgated under them would apply to Samedan's
generation, handling and disposal of these materials. In addition, there can be
no assurance that such exemptions will be preserved in future amendments of such
acts, if any, or that more stringent laws and regulations protecting the
environment will not be adopted.
Certain of Samedan's facilities may also be subject to other federal
environmental laws and regulations, including the Clean Air Act with respect to
emissions of air pollutants. Certain state or local laws or regulations may
impose liabilities in addition to or restrictions more stringent than those
described herein. The environmental laws, rules and regulations of foreign
countries are generally less stringent than those of the United States, and
therefore, the requirements of such jurisdictions do not generally impose an
additional compliance burden on Samedan.
Samedan has made and will continue to make expenditures in its efforts to
comply with environmental requirements. The Company does not believe that it
has to date expended material amounts in connection with such activities or that
compliance with such requirements will have a material adverse effect upon the
capital expenditures, earnings or competitive position of the Company. Although
such requirements do have a substantial impact upon the energy industry,
generally they do not appear to affect the Company any differently or to any
greater or lesser extent than other companies in the industry.
INSURANCE. Samedan believes that it has such insurance coverages as are
customary in the industry and that it is adequately protected by public
liability and physical damage insurance.
COMPETITION
The oil and gas industry is highly competitive. Since many companies and
individuals are engaged in exploring for oil and gas and acquiring oil and gas
properties, a high degree of competition for desirable exploratory and producing
properties exists. A number of the companies with which Samedan competes are
larger and have greater financial resources than Samedan.
The availability of a ready market for Samedan's oil and gas production
depends on numerous factors beyond its control, including the level of consumer
demand, the extent of worldwide oil and gas production, the costs and
availability of alternative fuels, the costs of and proximity of pipelines and
other transportation facilities, regulation by state and federal authorities and
the costs of complying with applicable environmental regulations.
EMPLOYEES
The total number of employees of the Company increased from 518 at December
31, 1993 to 521 at December 31, 1994.
6
ITEM 2. PROPERTIES.
OFFICES
The principal executive office of the Company is located at 110 West
Broadway, Ardmore, Oklahoma 73401. The principal executive office of Samedan is
in Ardmore, Oklahoma, and Samedan also maintains division offices in Oklahoma
City, Houston, Denver and Calgary, Canada. Samedan maintains three separate
offices in Houston for its international, offshore and onshore oil and gas
operations. Samedan maintains an office in Tunis, Tunisia, from which it
operates its various concessions and producing property in Tunisia. The
principal executive office of NGM is located in Houston.
OIL AND GAS
The estimated proved and proved developed oil and gas reserves of Samedan,
as of December 31, 1994, 1993 and 1992 and the standardized measure of
discounted future net cash flows attributable thereto at December 31, 1994, 1993
and 1992 are included in Note 10 of Notes to Consolidated Financial Statements
appearing on pages 34 through 37 of the Registrant's 1994 annual report to
shareholders, which Note is incorporated herein by reference ("Note 10").
Note 10 also includes Samedan's net production (including royalty and
working interest production) of oil and natural gas for the three years ended
December 31, 1994. Royalty production of both oil and gas (stated in oil barrel
equivalents) is included in the "Crude Oil & Condensate" presentation in Note
10. Samedan has no oil or gas applicable to long-term supply or similar
agreements with foreign governments or authorities in which Samedan acts as
producer.
Since January 1, 1994, no oil or gas reserve information has been filed
with, or included in any report to, any federal authority or agency other than
the Securities and Exchange Commission and the Energy Information Administration
(the "EIA"). Samedan files Form 23, including reserve and other information,
with the EIA.
7
The following table sets forth for each of the last three years the average
sales price (including transfers) per unit of oil produced and per unit of
natural gas produced, and the average production (lifting) cost per unit of
production.
YEAR ENDED DECEMBER 31,
-------------------------
1994 1993 1992
------- ------ ------
Average sales price per bbl of oil (1):
United States......................... $14.76 $16.05 $18.97
Canada................................ $13.72 $15.13 $17.19
Other international................... $16.75 $15.32 $17.87
Combined.......................... $14.90 $15.91(2) $18.68(2)
Average sales price per Mcf of natural gas (1):
United States......................... $ 1.99 $ 2.15 $ 1.86
Canada................................ $ 1.47 $ 1.22 $ 1.02
Combined.......................... $ 1.97 $ 2.10(3) $ 1.81(3)
Average production (lifting) cost per unit
of oil and natural gas production,
excluding depreciation (per bbl)(4):
United States......................... $ 3.64 $ 4.26 $ 4.79
Canada................................ $ 5.17 $ 6.33 $ 5.16
Other international................... $ 3.89 $ 6.40 $ 7.24
Combined ......................... $ 3.71 $ 4.45 $ 5.02
___________________
<FN>
(1) Net production amounts used in this calculation include royalties.
(2) Includes per barrel $0.02 in 1993 and $0.33 in 1992, from hedging.
(3) Reflects a reduction per Mcf of $0.048 in 1993 and $0.045 in 1992, from
hedging.
(4) Gas production is converted to oil barrel equivalents based on the average
sales prices per barrel of oil and per Mcf of gas. Net production amounts
used in the calculation of average sales prices for purposes of computing
the conversion ratio excludes royalties. Conversion ratios for 1994, 1993
and 1992 are set forth below:
UNITED STATES CANADA
------------- ----------
1994 7.44 to 1 9.42 to 1
1993 7.46 to 1 12.45 to 1
1992 10.19 to 1 16.85 to 1
8
The number of productive oil and gas wells in which Samedan had interests
and the developed acreage held as of December 31, 1994, were as follows:
PRODUCTIVE WELLS(1)(2) DEVELOPED ACREAGE(3)(4)
------------------------------ -------------------------
OIL GAS
------------- ---------------
LOCATION GROSS NET GROSS NET GROSS ACRES NET ACRES
-------- ------ ------ ------- ------ ----------- ----------
United States
(onshore).......... 3,513.5 887.2 1,311.5 724.5 636,032 378,781
Canada............... 89.5 25.1 75.5 20.1 130,922 40,167
United States
(offshore)......... 245.5 106.0 403.5 152.2 734,123 284,575
Other International.. 7.0 2.6 2.0 .8 367,762 115,174
------- ------- ------- ------ ---------- --------
Total................ 3,855.5 1,020.9 1,792.5 897.6 1,868,839 818,697
------- ------- ------- ------ ---------- --------
------- ------- ------- ------ ---------- --------
___________________
<FN>
(1) Productive wells are producing wells and wells capable of production.
A gross well is a well in which a working interest is owned. The
number of gross wells is the total number of wells in which a working
interest is owned. A net well is deemed to exist when the sum of
fractional ownership working interests in gross wells equals one. The
number of net wells is the sum of the fractional working interests
owned in gross wells expressed as whole numbers and fractions thereof.
(2) One or more completions in the same bore hole is counted as one well.
Included in the table and counted as one gross well each are 25.5 oil
wells (16.1 net) and 41.5 gas wells (16.5 net) that are multiple
completions. Also included in the table are 788.5 gross oil wells
(233.1 net) and 118.5 gross gas wells (71.3 net) that were not producing
at December 31, 1994 because such wells were awaiting additional action
or pipeline connections.
(3) Developed acreage is acreage spaced or assignable to productive wells.
(4) A gross acre is an acre in which a working interest is owned. A net
acre is deemed to exist when the sum of fractional ownership working
interests in gross acres equals one. The number of net acres is the sum
of the fractional working interests owned in gross acres expressed as
whole numbers and fractions thereof.
9
The undeveloped acreage (including both leases and concessions) that Samedan
held as of December 31, 1994, is as follows:
UNDEVELOPED ACREAGE (1)(2)
------------------------------
LOCATION GROSS ACRES NET ACRES
-------- ------------- -----------
United States Onshore
California.................................... 30,852 13,879
Colorado...................................... 30,688 23,752
Mississippi................................... 6,666 4,822
Montana....................................... 25,018 9,008
New Mexico.................................... 14,566 9,768
North Dakota.................................. 21,618 9,174
Oklahoma...................................... 19,412 8,049
Texas......................................... 55,075 21,092
Utah.......................................... 5,806 2,687
Wyoming....................................... 60,830 17,451
Others........................................ 8,836 4,582
--------- --------
Total United States Onshore............... 279,367 124,264
--------- --------
United States Offshore
Alabama....................................... 143,155 52,150
California.................................... 79,678 8,625
Louisiana..................................... 157,999 73,819
Mississippi................................... 28,800 24,960
Texas......................................... 65,504 56,276
--------- --------
Total United States Offshore.............. 475,136 215,830
--------- --------
International
Canada........................................ 244,841 116,577
Tunisia....................................... 1,639,450 786,079
--------- --------
Total International....................... 1,884,291 902,656
--------- --------
Total..................................... 2,638,794 1,242,750
--------- ---------
--------- ---------
___________________
<FN>
(1) Undeveloped acreage is considered to be those lease acres on which wells
have not been drilled or completed to a point that would permit the
production of commercial quantities of oil and gas regardless of whether
or not such acreage contains proved reserves. Included within undeveloped
acreage are those lease acres (held by production under the terms of a
lease) that are not within the spacing unit containing, or acreage
assigned to, the productive well so holding such lease.
(2) A gross acre is an acre in which a working interest is owned. A net acre
is deemed to exist when the sum of fractional ownership working interests
in gross acres equals one. The number of net acres is the sum of the
fractional working interests owned in gross acres expressed as whole
numbers and fractions thereof.
The following table sets forth for each of the last three years the
number of net exploratory and development wells drilled by or on behalf of
Samedan. An exploratory well is a well drilled to find and produce oil or gas
in an unproved area, to find a new reservoir in a field previously found to
be productive of oil or gas in another reservoir, or to extend a known
reservoir. A development well, for purposes of the following table and as
defined in the rules and regulations of the Securities and Exchange
Commission, is a well drilled within the proved area of an oil or gas
reservoir to the depth of a stratigraphic horizon known to be productive.
The number of wells drilled refers to the number of wells completed at any
time during the respective year, regardless of when drilling was initiated;
and "completion" refers to the installation of permanent equipment for the
production of oil or gas, or, in the case of a dry hole, to the reporting of
abandonment to the appropriate agency.
10
NET EXPLORATORY WELLS
----------------------------------------------------------
PRODUCTIVE (1) DRY (2)
--------------------------- ----------------------------
Year Ended Other Other
December 31, U.S. Canada International U.S. Canada International
------------ ----- ------- ------------ ----- ------- -------------
1992........ 6.73 1.33 -- 10.51 7.67 .87
1993........ 5.58 1.10 -- 10.67 5.29 1.30
1994........ 8.06 3.75 -- 16.45 6.59 .40
NET DEVELOPMENT WELLS
---------------------------------------------------------
PRODUCTIVE (1) DRY (2)
--------------------------- ---------------------------
Year Ended Other Other
December 31, U.S. Canada International U.S. Canada International
------------ ----- ------ ------------- ----- ------ -------------
1992........ 24.85 .98 .30 2.56 .24 --
1993........ 33.07 2.62 -- 3.06 1.37 --
1994........ 99.91 3.08 -- 13.37 .14 --
___________________
<FN>
(1) A productive well is an exploratory or a development well that is not a dry
hole.
(2) A dry hole is an exploratory or development well found to be incapable
of producing either oil or gas in sufficient quantities to justify
completion as an oil or gas well.
Samedan spent approximately $6.1 million in 1994 on the purchase of
producing oil and gas properties. See Item 1. "Business -- Oil and Gas --
Acquisitions" hereof for a discussion of acquisitions in 1994. Approximately
$418.5 million and $6.2 million, respectively, were spent on such purchases in
1993 and 1992.
At February 23, 1995, Samedan was drilling 6 gross (3.6 net) exploratory
wells, and 35 gross (23.1 net) development wells. These wells are located
onshore in the United States in California, Colorado, North Dakota, Oklahoma,
Texas and Wyoming and Canada in Alberta Province, and offshore Gulf of Mexico.
These wells have objectives ranging from approximately 2,400 to 11,500 feet.
The estimated drilling cost to Samedan of these wells is approximately
$6,100,000 if all are dry and approximately $9,200,000 if all are completed as
producing wells.
ITEM 3. LEGAL PROCEEDINGS.
Samedan is an unsecured creditor of Columbia Gas Transmission Corporation
("Columbia") which filed for protection from creditors under Chapter 11 of the
Federal Bankruptcy Code on July 31, 1991, in the United States Bankruptcy Court
for the District of Delaware (the "Bankruptcy Court"). IN RE COLUMBIA GAS
TRANSMISSION CORPORATION, Case No. 91-804 (Bankr. D. Del. 1991). Samedan and
Columbia are parties to a gas sales contract, which terminates in 1998, covering
a property in the Gulf of Mexico. Samedan's gas sales contract was rejected by
Columbia in its bankruptcy proceeding. On March 16, 1992, Samedan filed a proof
of claim with the Bankruptcy Court in the amount of approximately $117 million
covering approximately $3.0 million for the contract price on prepetition gas
purchases, approximately $2.0 million for the contract price due on prepetition
take or pay obligations, and approximately $112 million for damages arising from
the rejection of Samedan's gas sales contract. The full amount of Samedan's
claim is classified as an unsecured non-priority claim. The Bankruptcy Court
has established a claim procedure pursuant to which the claim of Samedan, and
other creditors with claims arising from rejected gas sales contracts, shall be
determined. Pursuant to such claims procedure, Charles P. Nomandin has been
appointed as claims mediator in order to, among other things, estimate the
claims of producers with claims arising from gas supply contracts. Samedan is
participating in this claims resolution procedure and intends, if necessary, to
advance and litigate the amount of its unsecured claim. A preliminary Plan of
Reorganization for Columbia dated January 18, 1994 has been filed by Columbia,
but the applicable schedules indicating the sums which individual producer
claimants, such as Samedan, would receive under such Plan of Reorganization were
not attached to that
11
filing. Columbia has requested, and the Bankruptcy Court has agreed, that no
action be taken by the Bankruptcy Court on that filing while settlement
discussions take place between Columbia and the various creditor groups.
Samedan is participating in such settlement discussions. It is unknown whether
resolution of Samedan's claim will occur in 1995, or at what amount the claim
may be ultimately resolved.
There are no other material pending legal proceedings, other than ordinary
routine litigation incidental to the business of the Registrant and its
subsidiaries, to which the Registrant or any of its subsidiaries is a party or
of which any of their property is the subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following tabulation sets forth certain information, as of March 13,
1995, with respect to the executive officers of the Registrant.
NAME AGE POSITION
----------------- --- ------------------------------------
Robert Kelley (1) 49 Chairman of the Board, President,
Chief Executive Officer, Director
George L. DeMare, Jr. (2) 49 Vice President and Operating
Committee Member of Samedan
William D. Dickson (3) 46 Vice President-Finance and Treasurer of
the Registrant and Operating Committee
Member of Samedan
Dan O. Dinges (4) 41 Vice President and Operating Committee
Member of Samedan
Boyce Perry (5) 64 Vice President and Operating Committee
Member of Samedan
W. A. Poillion (6) 45 Vice President and Operating Committee
Member of Samedan
Orville Walraven (7) 50 Corporate Secretary of the Registrant
and Vice President and Operating Committee
Member of Samedan
James C. Woodson (8) 52 Vice President and Operating Committee
Member of Samedan
___________________
<FN>
(1) Robert Kelley has served as President and Chief Executive Officer of the
Registrant since August 1, 1986, and as Chairman of the Board since October
27, 1992. Prior to serving as President, he served as Executive Vice
President of the Registrant from January 1986. Mr. Kelley became a
director of the Registrant in July 1986. He currently also serves as
President and Chief Executive Officer of Samedan. He became President of
Samedan in 1984 after serving previously as Executive Vice President and
Vice President-Finance.
(2) George L. DeMare, Jr. has served as Vice President and Onshore Division
Manager of Samedan since January 1989. Mr. DeMare has been a member of the
Operating Committee of Samedan since January 31, 1995.
12
(3) William D. Dickson was elected Vice President-Finance and Treasurer of the
Registrant in October 1985. He has served as Vice President-Finance,
Treasurer and Assistant Secretary of Samedan since 1984 and as a member of
the Operating Committee of Samedan since February 9, 1994.
(4) Dan O. Dinges has served as Vice President and Division General Manager,
Offshore Division of Samedan since January 1989. Mr. Dinges has been a
member of the Operating Committee of Samedan since January 31, 1995.
(5) Boyce Perry has served as Vice President - Marketing of Samedan since April
1, 1984. Mr. Perry has been a member of the Operating Committee of Samedan
since June 1, 1984.
(6) W. A. Poillion has served as Vice President - Production and Drilling and a
member of the Operating Committee of Samedan since November 1, 1990. Prior
thereto, he served as Manager of Offshore Production and Drilling for
Samedan from March 1, 1985 to October 31, 1990.
(7) Orville Walraven has served as Corporate Secretary of the Registrant since
January 1, 1989. He has also served as Vice President - Land of Samedan and
as a member of the Operating Committee of Samedan since January 1, 1989.
(8) James C. Woodson has served as Vice President - Exploration of Samedan since
September 1, 1983. Mr. Woodson has been a member of the Operating Committee
of Samedan since August 1, 1986.
The terms of office for the officers of the Registrant continue until their
successors are chosen and qualified. No officer or executive officer of the
Registrant has an employment agreement with the Registrant or any of its
subsidiaries. There are no family relationships between any of the Registrant's
officers.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Registrant's common stock is listed and traded on the New York Stock
Exchange under the symbol "NBL". The table captioned "Dividends and Stock
Prices by Quarters" appearing on page 40 of the Registrant's 1994 annual report
to shareholders contains certain information with respect to sales prices of the
common stock and cash dividends declared by the Registrant on the common stock,
and such table is incorporated herein by reference.
At December 31, 1994, there were 1,929 shareholders of record of the
Registrant.
ITEM 6. SELECTED FINANCIAL DATA.
Selected financial data of the Registrant is set forth on page 21 of the
Registrant's 1994 annual report to shareholders and is incorporated herein by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Management's discussion and analysis of financial condition and results of
operations is set forth on pages 15 through 20 of the Registrant's 1994 annual
report to shareholders and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The consolidated financial statements, appearing on pages 22 through 33,
together with the report thereon of Arthur Andersen LLP dated January 27, 1995
appearing on page 33, and the unaudited information, appearing on pages 34
through 37, of the Registrant's 1994 annual report to shareholders are
incorporated herein by reference. With the exception of the aforementioned
information and the information expressly incorporated into Items 2, 5, 6 and 7
hereof, the 1994 annual report to shareholders is not to be deemed to be filed
as part of this report.
13
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The section entitled "Election of Directors" appearing on pages 3 and 4 of
the Registrant's proxy statement for the 1995 annual meeting of shareholders
sets forth certain information with respect to the directors of the Registrant
and is incorporated herein by reference. Certain information with respect to
the executive officers of the Registrant is set forth under the caption
"Executive Officers of the Registrant" in Part I of this report.
The section entitled "Certain Transactions" appearing on page 15 of the
Registrant's proxy statement for the 1995 annual meeting of shareholders sets
forth certain information with respect to compliance with Section 16(a) of the
Exchange Act and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
The section entitled "Executive Compensation" appearing on pages 7 through
14 of the Registrant's proxy statement for the 1995 annual meeting of
shareholders sets forth certain information with respect to the compensation of
management of the Registrant, and, except for the report of the compensation and
benefits committee of the Board of Directors (pages 7 through 10) and the
information therein under "Performance Graph" (page 14), is incorporated herein
by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The sections entitled "Security Ownership of Certain Beneficial Owners" and
"Security Ownership of Directors and Executive Officers" appearing on pages 2
and 6, respectively, of the Registrant's proxy statement for the 1995 annual
meeting of shareholders set forth certain information with respect to the
ownership of the Registrant's common stock, and are incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not applicable.
14
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following documents are filed as a part of this report:
Page In 1994
Annual Report
to Shareholders
(Incorporated
by Reference)
---------------
(1) Financial Statements:
Consolidated Balance Sheet at December 31, 1994 and 1993.. 22
Consolidated Statement of Operations for the three years
ended December 31, 1994................................ 23
Consolidated Statement of Cash Flows for the three years
ended December 31, 1994................................ 24
Consolidated Statement of Shareholders' Equity for the
three years ended December 31, 1994.................... 25
Notes to Consolidated Financial Statement.................. 25
Report of Independent Public Accountants................... 33
Supplemental Oil and Gas Information (Unaudited) and
Interim Financial Information (Unaudited)............. 34
(2) Financial Statement Schedules:
All schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes
thereto.
Financial statements of two 50 percent or less owned entities accounted for
by the equity method have been omitted because, in the aggregate, the
proportionate share of their profit before income taxes and total assets are
less than 20 percent of the respective consolidated amounts, and investments in
such entities are less than 20 percent of consolidated total assets, of the
Registrant.
(3) Exhibits:
The exhibits required to be filed by this Item 14 are set forth in
the Index to Exhibits accompanying this report.
(b) No report on Form 8-K was filed by the Registrant during the quarter
ended December 31, 1994.
15
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.
NOBLE AFFILIATES, INC.
Date: March 28, 1995 By: WILLIAM D. DICKSON
---------------------------------
William D. Dickson,
Vice President-Finance and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
--------- ------------------------ ----
ROBERT KELLEY Chairman of the Board, President, March 28, 1995
-------------------------- Chief Executive Officer and
Robert Kelley Director (Principal Executive
Officer)
WILLIAM D. DICKSON Vice President-Finance and March 28, 1995
-------------------------- Treasurer (Principal Financial
William D. Dickson and Accounting Officer)
ROY BUTLER Director March 28, 1995
--------------------------
Roy Butler
MICHAEL A. CAWLEY Director March 28, 1995
--------------------------
Michael A. Cawley
EDWARD F. COX Director March 28, 1995
--------------------------
Edward F. Cox
JAMES C. DAY Director March 28, 1995
--------------------------
James C. Day
HAROLD F. KLEINMAN Director March 28, 1995
--------------------------
Harold F. Kleinman
GEORGE J. MCLEOD Director March 28, 1995
--------------------------
George J. McLeod
Director March 28, 1995
--------------------------
Guy W. Nichols
JOHN F. SNODGRASS Director March 28, 1995
--------------------------
John F. Snodgrass
S-1
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------- -------
3.1 Certificate of Incorporation, as amended, of the Registrant as currently in
effect (filed as Exhibit 3.2 to the Registrant's annual report on Form 10-K for
the fiscal year ended December 31, 1987 and incorporated herein by reference).
3.2 Composite copy of Bylaws as currently in effect (filed as Exhibit 3.2 to the
Registrant's annual report on Form 10-K for the year ended December 31, 1992 and
incorporated herein by reference).
4.1 Indenture dated as of June 6, 1989, between the Registrant and First
RepublicBank Dallas, National Association, Trustee, including form of the
Registrant's 10 1/8% Notes Due June 1, 1997 (filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form S-3 (Registration No. 33-14111) and
incorporated herein by reference).
4.2 Indenture dated as of October 14, 1993 between the Registrant and U.S. Trust
Company of Texas, N.A., as Trustee, relating to the Registrant's 7 1/4% Notes
Due 2023, including form of the Registrant's 7 1/4% Note Due 2023 (filed as
Exhibit 4.1 to the Registrant's quarterly report on Form 10-Q for the quarter
ended September 30, 1993 and incorporated herein by reference).
4.3 Indenture dated as of October 14, 1993 entered into between the Registrant and
United States Trust Company of New York, as Trustee, relating to the
Registrant's 4 1/4% Convertible Subordinated Notes Due 2003, including form of
the Registrant's 4 1/4% Convertible Subordinated Note Due 2003 (filed as Exhibit
4.2 to the Registrant's quarterly report on Form 10-Q for the quarter ended
September 30, 1993 and incorporated herein by reference).
10.1* Samedan Oil Corporation Bonus Plan revised January 1, 1992 (filed as Exhibit
10.1 to the Registrant's annual report on Form 10-K for the year ended December
31, 1992 and incorporated herein by reference).
10.2* Noble Affiliates Thrift and Profit Sharing Plan, as amended and restated
effective as of January 1, 1994.
10.3* Noble Affiliates Thrift and Profit Sharing Trust, amended and restated effective
as of January 1, 1988 (filed as Exhibit 10.3 to the Registrant's annual report
on Form 10-K for the fiscal year ended December 31, 1987 and incorporated herein
by reference).
10.4* Amendment No. 9 to the Noble Affiliates Thrift and Profit Sharing Plan, as
amended and restated, effective as of September 1, 1988.
10.5* Restoration of Retirement Income Plan for certain participants in the Noble Affiliates
Retirement Plan dated September 21, 1994, effective as of May 19, 1994.
10.6* Noble Affiliates Thrift Restoration Plan dated May 19, 1994.
10.7* Noble Affiliates Restoration Trust dated September 21, 1994, effective as of
October 1, 1994.
10.8* Noble Affiliates, Inc. 1992 Stock Option and Restricted Stock Plan, as amended
and restated, dated November 2, 1992 (filed as Exhibit 4.1 to registration
statement on Form S-8 (Registration No. 33-54084) and incorporated herein by reference).
10.9* 1982 Stock Option Plan of the Registrant (filed as Exhibit 4.1 to registration statement
on Form S-8 (Registration No. 2-81590) and incorporated herein by reference).
E-1
Exhibit
Number Exhibit
------- -------
10.10* Amendment No. 1 to the 1982 Stock Option Plan of the Registrant (filed as Exhibit 4.2 to
registration statement on Form S-8 (Registration No. 2-81590) and incorporated herein by reference).
10.11* Amendment No. 2 to the 1982 Stock Option Plan of the Registrant (filed as Exhibit 10.8 to the
Registrant's annual report on Form 10-K for the fiscal year ended December 31, 1985 and incorporated
herein by reference).
10.12* 1978 Non-Qualified Stock Option Plan of the Registrant (filed as Exhibit 1.1 to registration
statement on Form S-8 (Registration No. 2-64600) and incorporated herein by reference).
10.13* 1978 Non-Qualified Stock Option Plan of the Registrant, as amended July 27, 1978 (filed as
Exhibit 1.2 to registration statement on Form S-8 (Registration No. 2-64600) and incorporated herein by reference).
10.14* Amendment No. 2 to 1978 Non-Qualified Stock Option Plan of the Registrant (filed as Exhibit 10.20 to the Registrant's
annual report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference).
10.15* Amendment No. 3 to 1978 Non-Qualified Stock Option Plan of the Registrant (filed as Exhibit 10.12 to the Registrant's
annual report on Form 10-K for the year ended December 31, 1985 and incorporated herein by reference).
10.16* 1988 Nonqualified Stock Option Plan for Non-Employee Directors of the Registrant (filed as Exhibit 10.3 to the Registrant's
annual report on Form 10-K for the fiscal year ended December 31, 1988 and incorporated herein by reference).
10.17* Amendment No. 1 to 1988 Nonqualified Stock Option Plan for Non-Employee Directors of the Registrant dated as of July 28,
1992 (filed as Exhibit 10.13 to the Registrant's annual report on Form 10-K for the year ended December 31, 1992 and
incorporated herein by reference).
10.18 Guaranty of the Registrant dated October 28, 1982, guaranteeing certain obligations of Samedan (filed as Exhibit 10.12 to
the Registrant's annual report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference).
10.19 Credit Agreement dated as of March 2, 1988, among the Registrant, Bankers Trust Registrant, as Agent, and the banking
institutions listed in Annex I thereto (filed as Exhibit 10.25 to the Registrant's annual report on Form 10-K for the
year ended December 31, 1987 and incorporated herein by reference).
10.20 First Amendment to Credit Agreement dated as of December 22, 1989, among the Registrant, Bankers Trust Company, as Agent,
and the banking institutions party to the Credit Agreement (filed as Exhibit 10.16 to the Registrant's annual report on
Form 10-K for the year ended December 31, 1991 and incorporated herein by reference).
10.21 Second Amendment to Credit Agreement dated as of October 31, 1991, among the Registrant, Bankers Trust Company, as
Agent, and the banking institutions party to the Credit Agreement (filed as Exhibit 10.17 to the Registrant's annual
report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference).
10.22 Third Amendment to Credit Agreement, among the Registrant, Bankers Trust Company, as Agent, and the banking institutions
party to the Credit Agreement dated as of October 30, 1992 (filed as Exhibit 10.24 to the Registrant's annual report
on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference).
E-2
Exhibit
Number Exhibit
------- -------
10.23 Fourth Amendment to Credit Agreement dated as of September 30, 1993 among the Registrant, Bankers Trust Company,
as Agent, and the financial institutions listed on the signature pages thereto (filed as Exhibit 2.6 to the
Registrant's Registration Statement on Form S-3 (No. 33-69248) and incorporated herein by reference).
10.24 Agreement dated March 31, 1989, by and between Apache Corporation and the Registrant (filed as
Exhibit 2(a) to the Registrant's current report on Form 8-K (Date of Report:
May 16, 1989) and incorporated herein by reference).
10.25 Consent regarding agreement dated April 30, 1989, by and between Apache Corporation and the
Registrant (filed as Exhibit 2(b) to the Registrant's current report on Form
8-K (Date of Report: May 16, 1989) and incorporated herein by reference).
10.26 Purchase and Sale Agreement dated as of June 24, 1993 by and between Freeport-McMoRan Oil & Gas Company
Division of Freeport-McMoRan Inc., individually and as Managing General Partner of FM Properties Operating Co.,
and Samedan Oil Corporation (filed as Exhibit 2 to the Registrant's Current
Report on Form 8-K dated July 29, 1993 and incorporated herein by reference).
10.27 Purchase and Sale Agreement dated as of September 16, 1993 by and between FM Properties Operating Co. and Samedan
Oil Corporation (filed as Exhibit 2.2 to the Registrant's Registration Statement on Form S-3 (No.
33-69248) and incorporated herein by reference).
10.28 Purchase and Sale Agreement (Installment Sale) dated as of September 16, 1993 by and between FM
Properties Operating Co. and Samedan Oil Corporation (filed as Exhibit 2.3 to the Registrant's Registration
Statement on Form S-3 (No. 33-69248) and incorporated herein by reference).
10.29 Promissory Note dated October 1, 1993 of Samedan Oil Corporation in the principal amount of $95.6 million
payable to FM Properties Operating Co. in connection with the agreement filed as Exhibit 10.32 hereto
(filed as Exhibit 2.4 to the Registrant's quarterly report on Form 10-Q for the quarter ended September 30, 1993
and incorporated herein by reference).
10.30 Letter agreement dated September 16, 1993 between FM Properties Operating Co. and Samedan Oil Corporation relating
to the agreements filed as Exhibits 10.31 and 10.32 hereto (filed as Exhibit 2.5 to the Registrant's Registration
Statement on Form S-3 (No. 33-69248) and incorporated herein by reference).
13 The following information appearing on the following pages of the Registrant's 1994 annual report to shareholders:
(i) management's discussion and analysis of financial condition and results of operations, pages 15 through 20;
(ii) selected financial data, page 21; (iii) the consolidated financial statements, together with the report thereon
of Arthur Andersen LLP dated January 27, 1995, pages 22 through 33, and the unaudited information, pages 34 through 37;
and (iv) the table captioned "Dividends and Stock Prices by Quarters," page 40.
21 Subsidiaries.
23 Consent of Arthur Andersen LLP.
27 Financial Data Schedule.
___________________
<FN>
* Management contract or compensatory plan or arrangement required to be
filed as an exhibit hereto.
E-3