SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2001 or
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[ ] 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 0-5704
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MAYNARD OIL COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 75-1362284
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(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
8080 N. Central Expressway, Suite 660, Dallas, TX 75206
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 891-8880
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Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock - $.10 Par Value
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(Title of class)
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, 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 any amendment to this Form 10-K. [ x ]
The number of shares outstanding of the Registrant's $.10 par value common stock
as of April 15, 2002 was 4,880,368 shares.
Pursuant to this Form 10-K(A), the registrant provides Part III of Form 10-K for
2001. Besides this addition of Part III information, no other changes have been
made to the Form 10-K for 2001.
Part III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF
MAYNARD OIL COMPANY
Information about each director of the Company follows:
Position with Company, Business
Names Age Experience and other Directorships
----- --- ----------------------------------
Ralph E. Graham 82 Director of the Company since 1993.
Independent oil and gas producer.
James G. Maynard 76 Chief Executive Officer and Chairman of
the Board of the Company since its
incorporation in 1971.
Robert B. McDermott 74 Director of the Company since 1971.
Business Consultant.
Fred L. Oliver 78 Director of the Company since 2001.
Independent consulting geologist and
engineer.
Certain information concerning the executive officers of the Company is set
forth below:
EXECUTIVE OFFICERS OF THE REGISTRANT
Name Position Age Since
---- -------- --- -----
James G. Maynard Chairman of the Board, 76 1971
Chief Executive Officer
and Treasurer
Glenn R. Moore President and Chief 64 1982
Operating Officer
L. Brent Carruth Executive Vice President 68 1984
of Operations
Kenneth W. Hatcher Executive Vice President 58 1983
of Finance
Linda K. Burgess Vice President of 53 1984
Accounting and
Corporate Secretary
Cassondra Foster Vice President of Land 59 1999
Jerry G. Keen Vice President of 53 1999
Engineering
Mr. Maynard has been a director since 1971 and engaged in oil and gas
exploration as an independent operator and private investor for the past 40
years.
Mr. Moore has over 35 years experience in domestic and foreign oil and
gas exploration and production. Prior to joining the Company in November, 1982,
Mr. Moore served as President of Shannon Oil and Gas, Inc. and Hanover Petroleum
Corporation.
Mr. Carruth has over 35 years of petroleum engineering experience.
Prior to joining the Company in January, 1984, he served for one year as Vice
President of Operations of Cordova Resources. Preceding that, Mr. Carruth was a
petroleum consultant for three years and served as Manager of Engineering of
Texas Pacific Oil Company for eight years.
Mr. Hatcher has over 35 years of finance and accounting experience in
the oil and gas industry and is a Certified Public Accountant. Prior to joining
the Company in February, 1983, Mr. Hatcher served as Controller and Vice
President of Finance of Shannon Oil and Gas, Inc. for three years and as
Controller and Vice President of Hanover Petroleum Corporation for four years.
Ms. Burgess has in excess of 30 years of oil and gas accounting
experience. Prior to joining the Company in May, 1984, Ms. Burgess served as
Controller for Trans-Western Exploration Inc. for four years and as Controller
for Energy Resources Oil and Gas for three years.
Ms. Foster has over 30 years of petroleum land management experience,
joining Maynard Oil Company's Land Department in 1974. Prior to that Ms. Foster
was a Title Analyst for Texas Oil & Gas.
Mr. Keen has over 30 years of petroleum engineering experience and has
been employed by Maynard Oil Company since 1984.
ITEM 11. EXECUTIVE COMPENSATION
The table below sets forth certain information concerning the annual
and long-term compensation for services in all capacities to the Company for the
three years ended December 31, 2001, of those persons who were, at December 31,
2001 (i) the chief executive officer, and (ii) its four other most highly
compensated executive officers ("named executive officers").
SUMMARY COMPENSATION TABLE
Annual Compensation(1)
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Name and Principal Fiscal All Other
Position Year Salary(2) Bonus(3) Compensation(4)
- ---------------------- ---- -------- -------- ---------------
James G. Maynard 2001 $115,500 -0- $11,550 (5)
Chairman of the Board, 2000 114,231 -0- 11,424
Chief Executive 1999 106,515 -0- 10,652
Officer and
Treasurer
Glenn R. Moore 2001 197,996 9,923 17,000 (6)
President 2000 186,923 9,450 473,310
1999 173,892 -0- 16,000
L. B. Carruth 2001 161,870 8,153 17,000 (7)
Executive Vice President 2000 153,592 7,765 252,250
of Operations 1999 146,785 7,395 14,678
Kenneth W. Hatcher 2001 152,096 7,602 16,694 (8)
Executive Vice President 2000 142,308 7,240 228,365
of Finance 1999 132,904 6,700 13,290
Jerry G. Keen 2001 127,416 6,202 244,265 (9)
Vice President of 2000 116,827 5,906 12,246
Engineering 1999 111,653 5,625 11,166
(1) The Company does not maintain a "long term incentive plan" as that term
is defined in the applicable rules.
(2) Includes amounts deferred under the Company's Thrift Investment Plan.
(3) Includes bonus awards earned for performance in the fiscal year even
though such amounts could be payable in subsequent years.
(4) Totals shown consist of the Company's contributions to (i) the Stock
Participation Plan as enumerated in the table below, (ii) the Retirement
Plan in the amount of 5% of annual salary for 1999, 2000 and 2001,
unless otherwise specified below and (iii) the Thrift Investment Plan
for the remainder.
(5) During 2001, $5,775 was accrued in the Retirement Plan and $5,775 in the
Thrift Investment Plan on behalf of Mr. Maynard.
(6) During 2001, $8,500 was accrued in the Retirement Plan and $8,500 in the
Thrift Investment Plan on behalf of Mr. Moore.
(7) During 2001, $8,500 was accrued in the Retirement Plan and $8,500 in the
Thrift Investment Plan on behalf of Mr. Carruth.
(8) During 2001, $8,347 was accrued in the Retirement Plan and $8,347 in the
Thrift Investment Plan on behalf of Mr. Hatcher.
(9) During 2001, $6,976 was accrued in the Retirement Plan and $6,976 in the
Thrift Investment Plan on behalf of Mr. Keen.
The table below summarizes the cash amount received by each named executive
officer for his stock participation units exercised during the year ended
December 31, 2001.
Aggregated Stock Participation (SPAR) Exercises in 2001
Number of Securities Value of
Underlying Exercised SPARs
SPARs in the year ended Exercised during
12/31/01 Exercised/Remaining year ended 12/31/01
---------------------------- -------------------
Maynard -0- $-0-
Moore -0- -0-
Carruth -0- -0-
Hatcher -0- -0-
Burgess -0- -0-
Keen 11,000/0 230,313
There were no awards of stock participation units to any employee in 2001, nor
are there any remaining unexercised SPARs due "named executive officers."
ITEM 12. SECURITIES BENEFICIALLY OWNED BY
PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The table below sets forth each stockholder who, based on public filings,
is known to the Company to be the beneficial owner of more than 5% of the Common
Stock of the Company as of April 15, 2002. On April 15, 2002, 4,880,368 shares
of the Company's Common Stock were issued and outstanding.
Name of Beneficial Owner Number of Shares(1) Percent of Class
------------------------ ------------------- ----------------
James G. Maynard 2,756,596(2) 56.48
9933 Lawler Avenue
Suite 344
Skokie, IL 60077
Franklin Resources, Inc. (3) 465,000 9.53
777 Mariners Island Blvd.
San Mateo, CA 94404
Dimensional Fund Advisors Inc. (4) 394,000 8.07
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
FMR Corp. (5) 488,000 10.00
82 Devonshire Street
Boston, MA 02109
Robert B. McDermott 5,000 0.10
Ralph E. Graham 2,200 0.05
Fred L. Oliver 2,000 0.04
Glenn R. Moore -- --
L. Brent Carruth -- --
Kenneth W. Hatcher -- --
Jerry G. Keen -- --
All directors and executive
officers as a group
(10 persons) 2,765,796 56.67
(1) In accordance with regulations of the Securities and Exchange
Commission, stock ownership reflects shares with respect to which the
director, nominee, principal stockholder or executive officer has
voting power or investment power, or has a right to acquire such power.
Each director, nominee, principal stockholder or executive officer has
both sole voting power and sole investment power with respect to the
shares set forth in the table. Beneficial ownership is disclaimed by
each director, nominee, principal stockholder or executive officer of
shares listed of which he or it would not, but for Rule 13d-3 under the
Securities Exchange Act of 1934, be deemed to be the beneficial owner.
(2) Includes 300,000 shares held of record by a corporation controlled by
Mr. Maynard; 10,000 shares held of record by Joan B. Maynard, spouse of
James G. Maynard, as trustee of a trust for her benefit; and 2,446,596
shares held of record by Mr. Maynard, as trustee of a trust for his
benefit.
(3) According to a Form 13G dated February 2, 2001 filed with the
Securities and Exchange Commission, these shares are beneficially owned
by one or more open or closed-end investment companies or other managed
accounts which are advised by direct and indirect investment advisory
subsidiaries (the "Adviser Subsidiaries") of Franklin Resources, Inc.
("FRI"). Such advisory contracts grant to such Adviser Subsidiaries all
investment and/or voting power over the securities owned by such
advisory clients, and therefore, the Adviser Subsidiaries may be deemed
to be the beneficial owner of the shares listed above.
Additionally, Charles B. Johnson and Rupert H. Johnson, Jr. each own in
excess of 10% of the outstanding Common Stock of FRI and are the
principal shareholders of FRI and may be deemed to be the beneficial
owner of shares held by persons and entities advised by FRI
subsidiaries.
(4) According to a Form 13G dated January 30, 2002 filed with the
Securities and Exchange Commission, Dimensional Fund Advisers, Inc.
("Dimensional"), a registered investment adviser, furnishes investment
advice to four investment companies and serves as investment manager to
certain other investment vehicles, including commingled group trusts
and separate accounts(these investment companies, trusts, and accounts
are the "Funds"). In its role as investment adviser or manager,
Dimensional possesses both voting and/or investment power over the
shares owned by the Funds and may be deemed to be the beneficial owner
of such shares.
(5) According to a Form 13G dated February 14, 2002 filed with the
Securities and Exchange Commission, FMR Corp. is the parent holding
company which has the right to receive or the power to direct the
receipt of dividends or the proceeds from the sale of the above
referenced securities through its wholly-owned subsidiary Fidelity
Management & Research Company ("Fidelity"), on behalf of Fidelity
Low-Priced Stock Fund, a registered investment company, and as such,
FMR and Fidelity may be deemed to be the beneficial holder's of such
shares. Additionally, Edward C. Johnson, 3d, Abigail P. Johnson, and
members of the Edward C. Johnson, 3d family are the predominant owners
of common stock of FMR Corp. and may be deemed to be the beneficial
owners of shares held by persons and/or entities advised by FMR Corp.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None
SIGNATURE
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.
MAYNARD OIL COMPANY
By \s\ Kenneth W. Hatcher
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Kenneth W. Hatcher
Executive Vice President of
Finance (Principal Financial
and Accounting officer and
Duly Authorized Officer)
Date: April 29, 2002