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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
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 (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(405) 223-4110
(Registrant's telephone number, including area code)
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
----- -----
Number of shares of common stock outstanding as of April 29, 1997: 56,869,308
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NOBLE AFFILIATES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEET
(Dollars in thousands)
(Unaudited)
March 31, December 31,
1997 1996
----------- -----------
ASSETS
Current Assets:
Cash and short-term cash investments........... $ 199,048 $ 94,768
Accounts receivable-trade...................... 141,562 206,151
Materials and supplies inventories............. 2,721 4,489
Other current assets........................... 9,203 11,395
----------- -----------
Total Current Assets........................... 352,534 316,803
----------- -----------
Property, Plant and Equipment...................... 2,634,010 2,571,964
Less: accumulated depreciation,
depletion and amortization................... (1,074,494) (1,000,200)
----------- -----------
1,559,516 1,571,764
----------- -----------
Other Assets....................................... 66,194 68,371
----------- -----------
Total Assets.................................... $ 1,978,244 $ 1,956,938
----------- -----------
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable-trade........................... $ 108,355 $ 143,408
Other current liabilities........................ 73,337 75,736
Current installments of long-term debt........... 50,000 50,000
Income taxes-current............................. 13,646 10,662
----------- -----------
Total Current Liabilities........................ 245,338 279,806
----------- -----------
Deferred Income Taxes.............................. 121,867 108,434
----------- -----------
Other Deferred Credits and Noncurrent Liabilities.. 55,339 50,603
----------- -----------
Long-term Debt..................................... 798,038 798,028
----------- -----------
Shareholders' Equity:
Common stock..................................... 194,595 194,402
Capital in excess of par value................... 356,963 355,651
Retained earnings................................ 221,522 185,432
----------- -----------
773,080 735,485
Less common stock in treasury
(at cost, 1,524,900 shares)...................... (15,418) (15,418)
----------- -----------
Total Shareholders' Equity....................... 757,662 720,067
----------- -----------
Total Liabilities and Shareholders' Equity....... $ 1,978,244 $ 1,956,938
----------- -----------
----------- -----------
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
2
NOBLE AFFILIATES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
(Dollars in Thousands, Except Per Share Amounts)
(Unaudited)
Three Months Ended March 31,
---------------------------
1997 1996
--------- ---------
REVENUES:
Oil and gas sales and royalties . . . . . . . $ 219,322 $ 108,415
Gathering, marketing and processing . . . . . 100,110 58,801
Other income. . . . . . . . . . . . . . . . . 3,023 3,207
--------- ---------
322,455 170,423
--------- ---------
COSTS AND EXPENSES:
Oil and gas exploration . . . . . . . . . . . 19,605 7,558
Oil and gas operations. . . . . . . . . . . . 43,517 22,530
Gathering, marketing and processing . . . . . 94,801 52,114
Depreciation, depletion and amortization. . . 77,720 38,139
Selling, general and administrative . . . . . 12,187 9,672
Interest. . . . . . . . . . . . . . . . . . . 14,284 5,348
Interest capitalized. . . . . . . . . . . . . (713) (565)
--------- ---------
261,401 134,796
--------- ---------
INCOME BEFORE TAXES. . . . . . . . . . . . . . . 61,054 35,627
INCOME TAX PROVISION . . . . . . . . . . . . . . 22,691(1) 12,948(1)
--------- ---------
NET INCOME . . . . . . . . . . . . . . . . . . . $ 38,363 $ 22,679
--------- ---------
--------- ---------
PRIMARY EARNINGS PER SHARE . . . . . . . . . . . $ .67(2) $ .45(2)
--------- ---------
--------- ---------
FULLY DILUTED EARNINGS PER SHARE . . . . . . . . $ .67(3) $ .43(3)
--------- ---------
--------- ---------
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
3
NOBLE AFFILIATES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
Three Months Ended March 31,
---------------------------
1997 1996
-------- --------
Cash Flows from Operating Activities:
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 38,363 $ 22,679
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, depletion and amortization. . . . . . . . . . . 77,720 38,139
Amortization of undeveloped lease costs, net. . . . . . . . . 1,087 2,915
Increase in other deferred credits. . . . . . . . . . . . . . 18,169 2,017
(Increase) decrease in other. . . . . . . . . . . . . . . . . 4,746 (2,390)
Changes in working capital, not including cash:
(Increase) decrease in accounts receivable. . . . . . . . . . 64,588 (12,904)
(Increase) decrease in other current assets and inventories . 3,934 9,669
Increase (decrease) in accounts payable . . . . . . . . . . . (35,053) 9,619
Increase (decrease) in other current liabilities. . . . . . . 584 14,481
-------- --------
Net Cash Provided by Operating Activities . . . . . . . . . . . . 174,138 84,225
-------- --------
Cash Flows From Investing Activities:
Capital expenditures. . . . . . . . . . . . . . . . . . . . . . (69,361) (60,583)
Proceeds from sale of property, plant and equipment . . . . . . 271 2,637
-------- --------
Net Cash Used in Investing Activities . . . . . . . . . . . . . . (69,090) (57,946)
-------- --------
Cash Flows From Financing Activities:
Exercise of stock options . . . . . . . . . . . . . . . . . . . 1,506 2,060
Cash dividends. . . . . . . . . . . . . . . . . . . . . . . . . (2,274) (2,010)
-------- --------
Net Cash Provided by (Used in) Financing Activities . . . . . . . (768) 50
-------- --------
Increase in Cash and Short-term Cash Investments. . . . . . . . . 104,280 26,329
-------- --------
Cash and Short-term Cash Investments at Beginning of Period . . . 94,768 12,429
-------- --------
Cash and Short-term Cash Investments at End of Period . . . . . . $199,048 $ 38,758
-------- --------
-------- --------
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest (net of amount capitalized). . . . . . . . . . . . . . $ 14,806 $ 278
Income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,750
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
4
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
In the opinion of Noble Affiliates, Inc. (the Company), the accompanying
unaudited consolidated condensed financial statements contain all adjustments,
consisting only of necessary and normal recurring adjustments, necessary to
present fairly the Company's financial position as of March 31, 1997 and
December 31, 1996, and the results of operations and the cash flows for the
three month periods ended March 31, 1997 and 1996. These consolidated condensed
financial statements should be read in conjunction with the consolidated
financial statements and the notes thereto incorporated in the Company's annual
report on Form 10-K for the year ended December 31, 1996.
(1) INCOME TAX PROVISION
For the three months ended March 31:
(In thousands)
-------------------
1997 1996
------- -------
Current.................................... $ 9,257 $ 9,210
Deferred................................... 13,434 3,738
------- -------
$22,691 $12,948
------- -------
------- -------
(2) PRIMARY EARNINGS PER SHARE
The primary earnings per share of common stock was computed using the
weighted average number of shares of common stock outstanding during the period
as follows:
(In thousands)
------------------
1997 1996
------ ------
For the three months ended March 31............. 56,841 50,273
(3) FULLY DILUTED EARNINGS PER SHARE
The fully diluted earnings per share of common stock for the first quarter
of 1996 was computed using the "if converted method", assuming the Company's
convertible debt was converted into additional outstanding shares of common
stock at the beginning of the period. For the three months ended March 31, 1996,
the weighted average number of shares of common stock outstanding using the if
converted method was 56,911,145 and the increase in income related to the
assumed reduction in after tax interest expense was $1,564,000. There was no
dilution of earnings per share in the first quarter of 1997.
The Financial Accounting Standards Board issued Statements of Financial
Accounting Standards No. 128 "Earnings per Share" and No. 129 "Disclosure of
Information about Capital Structure" in March 1997. Both statements are
effective for financial statements for both interim and annual periods ending
after December 15, 1997. The Company believes that its adoption of these
statements at December 31, 1997 will not have a material effect on its financial
statements.
(4) MINERALS MANAGEMENT SERVICE CLAIMS
Over the past several years, Samedan Oil Corporation (Samedan), a wholly
owned subsidiary of the Company, has settled various claims which it had against
parties who had contracted to purchase gas at fixed prices which were greater
than market, or who had take-or-pay contracts with Samedan in which such
obligations to take-or-pay for quantities of gas were not fulfilled. It is the
Company's policy, which is consistent with general industry practice, that such
payments do not represent payment for gas produced and therefore, are not
subject to royalty payments. The federal government, with respect to leases on
both onshore and offshore federal lands, certain other governmental bodies, and
some private landowners have begun to assert claims in recent years against oil
and gas companies for royalties on some or all of such settlement amounts.
The Company participated in a joint effort with the Independent Petroleum
Association of America wherein Samedan was a party to a test case involving such
a claim made with respect to a lease on Indian lands. In the U.S.
5
District Court for the District of Columbia, Samedan and other plaintiffs
challenged the determination by the U.S. Minerals Management Service (MMS)
that royalties were payable to the government on certain proceeds received by
Samedan (and the other plaintiffs) with respect to a contract settlement. The
U.S. District Court ruled in favor of the MMS, and a judgment in the amount of
$20,000 was awarded against Samedan. Samedan appealed this judgment, and on
August 27, 1996, the U.S. Court of Appeals for the District of Columbia
Circuit overturned the U.S. District Court's decision. The appeals court
decision ordered the MMS to cease its efforts to collect royalty from Samedan
for any contract settlement that was not recoupable and in February 1997 the
U.S. Department of Justice announced that it would not seek Supreme Court
action to overturn the decision (the "Samedan Lawsuit").
Although the outcome in the Samedan Lawsuit was favorable to the Company,
there are other lawsuits pending involving similar claims for royalties from oil
and gas companies. A recent decision in the U.S. Court of Appeals for the Sixth
Circuit reached a conclusion that contradicts the holding in the Samedan
Lawsuit. There can be no assurance that Samedan will prevail in the future on
any similar claims which may be asserted against it based on other take-or-pay
or contract settlements. The Company is unable at this time to estimate the
possible amount of the loss, if any, associated with this contingency.
(5) SUBSEQUENT EVENT
The Company issued $250,000,000 of 8% Senior Notes Due 2027 on April 7,
1997. Net proceeds of the issuance together with $104 million of available cash
were used to repay the outstanding principal of $349 million plus accrued
interest under the term loan under the Company's credit agreement. Total long-
term debt (including current installments) as of April 21, 1997 was $746
million.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This report on Form 10-Q includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. All statements other
than statements of historical fact included in this Form 10-Q, including,
without limitation, statements contained under "Management's Discussion and
Analysis of Financial Condition and Results of Operations" regarding the
Company's financial position, business strategy, plans and objectives of
management of the Company for future operations and industry conditions, are
forward-looking statements. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct. Important
factors that could cause actual results to differ materially from the Company's
expectations ("Cautionary Statements") include without limitation future
production levels, future prices and demand for oil and gas, results of future
exploration and development activities, future operating and development costs,
the effect of existing and future laws and governmental regulations (including
those pertaining to the environment) and the political and economic climate of
the United States and the foreign countries in which the Company operates from
time to time, as discussed in this quarterly report on Form 10-Q and the other
documents of the Company filed with the Securities and Exchange Commission (the
"Commission"). All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by the Cautionary Statements.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities increased to $174.1 million in
the three months ended March 31, 1997 from $84.2 million in the same period of
1996. Cash and short-term cash investments increased from $94.8 million at
December 31, 1996 to $199.0 million at March 31, 1997.
The Company issued $250,000,000 of 8% Senior Notes Due 2027 on April 7,
1997. Net proceeds of the issuance together with $104 million of available cash
were used to repay the outstanding principal of $349 million plus accrued
interest under the term loan under the Company's credit agreement. Total long-
term debt (including current installments) as of April 21, 1997 was $746
million.
The Company has expended approximately $70 million of its $344.5 million
1997 capital budget through March 31, 1997. The Company expects to fund its
remaining 1997 capital budget through cash flows from operations. The
6
Company's 1997 capital budget includes approximately $4.2 million for
acquisitions of producing properties. The Company continues to evaluate
possible strategic acquisitions and believes it is positioned to access
external sources of funding should it be necessary or desirable in connection
with an acquisition.
The Company's current ratio (current assets divided by current liabilities)
was 1.44 at March 31, 1997 compared with 1.13 at December 31, 1996.
The Company follows an entitlements method of accounting for its gas
imbalances. The Company's estimated gas imbalance receivables were $19.2 million
at March 31, 1997 and $19.3 million at December 31, 1996. Estimated gas
imbalance liabilities were $24.3 million at March 31, 1997 and $21.7 million at
December 31, 1996. These imbalances are valued at the amount which is expected
to be received or paid to settle the imbalances. The settlement of the
imbalances can occur either over the life or at the end of the life of a well,
on a volume basis or by cash settlement. The Company does not expect that a
significant portion of the settlements will occur in any one year. Thus, the
Company believes the settlement of gas imbalances will not have a material
impact on its liquidity.
RESULTS OF OPERATIONS
For the first quarter of 1997, the Company recorded net income of $38.4
million, or $.67 per share, compared with net income of $22.7 million, or $.45
per share, in the first quarter of 1996. The increase resulted primarily from
increased oil and gas production and higher product prices.
Gas sales for the Company, excluding third party sales by NGM, increased
134 percent for the three months ended March 31, 1997 compared with the same
period in 1996. The primary reasons for the increased sales were an increase in
average gas price of 28 percent, coupled with an average daily production
increase of 85 percent in the 1997 first quarter, compared with the prior year
first quarter. The substantial increase in average daily production was
primarily due to the Company's acquisition of Energy Development Corporation
("EDC") on July 31, 1996 (the "EDC Acquisition") and new properties coming on
line in the later part of 1996, primarily in the Gulf of Mexico.
Oil sales increased 56 percent for the three months ended March 31, 1997,
compared with the same period in 1996. The increase in sales is primarily due to
an average oil price increase of 13 percent, and an average daily production
increase of 40 percent in the first quarter of 1997, compared with the first
quarter of 1996. The increase in average daily production was a result of both
the EDC Acquisition and new properties, primarily in the Gulf of Mexico, coming
on line in the fourth quarter of 1996.
Noble Gas Marketing, Inc. ("NGM"), a wholly owned subsidiary of the
Company, markets the Company's natural gas as well as certain third party gas.
NGM sells gas directly to end-users, gas marketers, industrial users, interstate
and intrastate pipelines, and local distribution companies. Noble Trading, Inc.
("NTI"), a wholly owned subsidiary of the Company, markets a portion of the
Company's oil as well as certain third party oil. The Company records all NGM's
and NTI's sales as gathering, marketing and processing revenues and expenses.
All intercompany sales and expenses have been eliminated.
For the first quarter of 1997, revenues and expenses from combined NGM and
NTI third party sales totaled $100.1 million and $94.8 million, respectively,
for a gross margin of $5.3 million. In comparison, combined NGM and NTI third
party sales and expenses of $58.8 million and $52.1 million, respectively,
resulted in a gross margin of $6.7 million for the first quarter of 1996. The
greater margin in the 1996 first quarter, as compared to the 1997 first quarter,
was due primarily to the Company's capacity and ability to deliver gas to
Northern markets during a colder than normal winter.
The Company, from time to time, uses various hedging arrangements in
connection with anticipated crude oil and natural gas sales of its own
production and third party production purchased and sold by NGM to minimize the
impact of product price fluctuations. Such arrangements include fixed price
hedges, costless collars and other contractual arrangements. Although these
hedging arrangements expose the Company to credit risk, the Company monitors the
creditworthiness of its counterparties, which generally are major institutions,
and believes that losses from nonperformance are unlikely to occur.
During the first quarter of 1997, the Company had natural gas hedging
contracts that hedged approximately 27 percent of its average daily production.
The net effect of these hedges was a $.23 per MCF reduction in the average
natural gas price for the first quarter. Hedges for April 1997 through December
1997, which average approximately 19 percent of the Company's estimated average
daily natural gas production, were not closed at March 31, 1997. The Company
also had various crude oil hedging contracts that hedged approximately 46
percent of its average daily production. The
7
net effect of these hedges was a $.63 per BBL reduction in the average crude
oil price for the first quarter. Hedges for April 1997 through December 1997,
which average approximately 18 percent of the Company's estimated average
daily crude oil production, were not closed at March 31, 1997.
In addition to the hedging arrangements pertaining to the Company's
production, as described above, NGM employs various hedging arrangements in
connection with its purchases and sales of third party production to lock in
profits or limit exposure to gas price risk. Most of the purchases made by NGM
are on an index basis; however, purchasers in the markets in which NGM sells
often require fixed or NYMEX related pricing. NGM may use a hedge to convert the
fixed or NYMEX sale to an index basis thereby determining the margin and
minimizing the risk of price volatility. During the first quarter of 1997, NGM
had hedging transactions with broker-dealers that represented approximately
679,000 MMBTU of gas per day. Hedges for April 1997 through March 1998, which
range from 7,475 MMBTU's to 16,169 MMBTU's of gas per day for future physical
transactions, were not closed at March 31, 1997. During the first quarter of
1996, NGM had hedging transactions with broker-dealers that represented
approximately 285,000 MMBTU of gas per day at prices ranging from $1.68 to $4.56
per MMBTU. NGM records hedging gains or losses relating to fixed term sales as
gathering, marketing and processing revenues in the periods in which the related
contract is completed.
Certain selected oil and gas operating statistics follow:
For the three months
ended March 31,
---------------------
1997 1996
-------- --------
Oil revenue (in thousands)........................ $ 69,297 $ 44,313
Average daily oil production - BBLS............... 39,604 28,318
Average oil price per BBL......................... $ 19.93 $ 17.59
Gas revenues (in thousands)....................... $144,635 $ 61,801
Average daily gas production - MCFS............... 612,185 330,520
Average gas price per MCF......................... $ 2.69 $ 2.10
BBLS - BARRELS
MCF - THOUSAND CUBIC FEET
Oil and gas exploration expense increased $12.0 million to $19.6 million
for the three months ended March 31, 1997, as compared with the same period of
1996. This increase is primarily attributable to a $10.0 million increase in dry
hole expense and a $2.7 million increase in abandoned assets as compared to the
same period of 1996.
Depreciation, depletion and amortization (DD&A) expense increased 104
percent for the three months ended March 31, 1997 compared with the same period
in 1996. The unit rate of DD&A per barrel of oil equivalents (BOE), converting
gas to oil on the basis of 6 MCF per barrel, was $6.10 for the first three
months of 1997 compared with $5.02 for the same period of 1996. The increase in
the unit rate per BOE is due to the purchase price allocation to the properties
obtained in the EDC Acquisition which averaged $7.83 per BOE for the first
quarter of 1997, compared with Samedan's properties which averaged $5.56 per
BOE. The Company has recorded, through charges to DD&A, a reserve for future
liabilities related to dismantlement and reclamation costs for offshore
facilities. This reserve is based on the best estimates of Company engineers of
such costs to be incurred in future years.
Interest capitalized increased to $.7 million for the first quarter of 1997
from $.6 million for the first quarter of 1996. This increase resulted from
increased construction projects for various properties of the Company located in
the Gulf of Mexico.
8
FUTURE TRENDS
Over the past several years, Samedan has settled various claims which it
had against parties who had contracted to purchase gas at fixed prices which
were greater than market, or who had take-or-pay contracts with Samedan in which
such obligations to take-or-pay for quantities of gas were not fulfilled. It is
the Company's policy, which is consistent with general industry practice, that
such payments do not represent payment for gas produced and therefore, are not
subject to royalty payments. The federal government, with respect to leases on
both onshore and offshore federal lands, certain other governmental bodies, and
some private landowners have begun to assert claims in recent years against oil
and gas companies for royalties on some or all of such settlement amounts.
The Company participated in a joint effort with the Independent Petroleum
Association of America wherein Samedan was a party to a test case involving such
a claim made with respect to a lease on Indian lands. In the U.S. District Court
for the District of Columbia, Samedan and other plaintiffs challenged the
determination by the U.S. Minerals Management Service (MMS) that royalties were
payable to the government on certain proceeds received by Samedan (and the other
plaintiffs) with respect to a contract settlement. The district court ruled in
favor of the MMS, and a judgment in the amount of $20,000 was awarded against
Samedan. Samedan appealed this judgment, and on August 27, 1996, the U.S. Court
of Appeals for the District of Columbia overturned the U.S. District Court's
decision. The appeals court decision ordered the MMS to cease its efforts to
collect royalty from Samedan for any contract settlement that was not recoupable
and in February 1997 the U.S. Department of Justice announced that it would not
seek Supreme Court action to overturn the decision.
Although the amount in controversy applicable to Samedan in the above
described lawsuit is not material, the decision in such case could have a
negative impact with respect to other take-or-pay or contract settlements
entered into by Samedan. There has also been a recent decision in the U.S. Court
of Appeals for the Sixth Circuit which contradicts the Samedan case. There can
be no assurance that Samedan will prevail in the future on any similar claims
asserted against it based on other take-or-pay or contract settlements. The
Company is unable at this time to estimate the possible amount of the loss, if
any, associated with this contingency.
Management believes the Company is well positioned with its balanced
reserves of oil and gas to take advantage of future price increases that may
occur. However, the uncertainty of oil and gas prices continues to affect the
domestic oil and gas industry. Due to the volatility of oil and gas prices, the
Company, from time to time, uses hedging and plans to do so in the future as a
means of controlling its exposure to price changes. The Company cannot predict
the extent to which its revenues will be affected by inflation, government
regulation or changing prices.
9
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The annual meeting of stockholders of the Company was held at 10:00 a.m.,
local time, on Tuesday, April 22, 1997 in Ardmore, Oklahoma.
(b) Proxies were solicited by the Board of Directors of the Company pursuant to
Regulation 14A under the Securities Exchange Act of 1934. There was no
solicitation in opposition to the Board of Directors' nominees as listed in
the proxy statement and all such nominees were duly elected.
(c) Out of a total of 56,854,308 shares of common stock of the Company
outstanding and entitled to vote, 50,794,684 shares were present in person
or by proxy, representing approximately 89 percent.
Number of Shares
WITHHOLDING
Number of Shares AUTHORITY
Voting FOR Election to Vote for Election
As Director As Director
------------------- --------------------
Alan A. Baker..................... 48,614,145 2,180,539
Michael A. Cawley................. 48,639,589 2,155,095
Edward F. Cox..................... 48,644,189 2,150,495
James C. Day...................... 48,634,279 2,160,405
Robert Kelley..................... 48,640,943 2,153,471
Harold F. Kleinman................ 47,986,875 2,807,809
George J. McLeod.................. 48,629,107 2,165,577
(d) Other matters voted on by the shareholders, as fully described in the proxy
statement for the annual meeting, and results of the voting, are as
follows:
1. Stockholders adopted a resolution to approve and ratify the Company's
1992 Stock Option and Restricted Stock Plan, as amended and restated.
(For 36,047,409; Against 14,512,748; Abstain 234,527)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The information required by this Item 6(a) is set forth in the Index to
Exhibits accompanying this quarterly report on Form 10-Q and is
incorporated herein by reference.
(b) The Company did not file any reports on Form 8-K during the three months
ended March 31, 1997.
10
SIGNATURE
Pursuant to the requirements 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.
(Registrant)
Date: May 15, 1997 By: /s/ WILLIAM D. DICKSON
---------------------------------
William D. Dickson,
Vice President-Finance and Treasurer
(Principal Financial Officer
and Authorized Signatory)
11
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- -----------------------------------------------------------
2.1 Stock Purchase Agreement dated as of July 1, 1996, between
Samedan Oil Corporation and Enterprise Diversified Holdings
Incorporated (filed as Exhibit 2.1 to the Registrant's
Current Report on Form 8-K (Date of Event: July 31, 1996),
filed on August 13, 1996 and incorporated herein by
reference).
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 year ended
December 31, 1987 and incorporated herein by reference).
3.2 Composite copy of Bylaws of the Registrant 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 relating to Senior Debt Securities dated as of
April 1, 1997 between the Registrant and the U.S. Trust
Company of Texas, N.A., as Trustee.
4.2 First Indenture Supplement relating to $250,000,000 of the
Registrant's 8% Senior Notes Due 2027 dated as of April 1,
1997 between the Registrant and U.S. Trust Company of Texas,
N.A., as Trustee.
27.1 Financial Data Schedule