1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 2 (Mark One) Annual Report Under Section 13 or 15(d) [X] 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 Act of 1934 for the Transition Period from __________ to ___________ COMMISSION FILE NO.: 1-10762 ____________________________________________ BENTON OIL AND GAS COMPANY (Exact name of registrant as specified in its charter) DELAWARE 77-0196707 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 1145 EUGENIA PLACE, SUITE 200 CARPINTERIA, CALIFORNIA 93013 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (805) 566-5600 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED - ------------------- ----------------------------------------- Common Stock, $.01 Par Value NASDAQ-NMS 8% Convertible Subordinated Debentures due in 2002 NASDAQ 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 --- --- On March 29, 1995, the aggregate market value of the shares of voting stock of Registrant held by non-affiliates was approximately $251,675,151 based on a closing sales price on NASDAQ-NMS of $10.50. As of March 29, 1995, 24,931,862 shares of the Registrant's common stock were outstanding. DOCUMENT INCORPORATED BY REFERENCE NONE 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 registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[x] 2 BENTON OIL AND GAS COMPANY FORM 10-K/A AMENDMENT NO. 2 TABLE OF CONTENTS Page ---- Part III - -------- Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 3 1 PART III ITEM 11. EXECUTIVE COMPENSATION REMUNERATION OF EXECUTIVE OFFICERS The following table sets forth as to the Chief Executive Officer and the two other executive officers whose annual salary and bonus exceeded $100,000, information regarding all forms of compensation paid or payable by the Company for services in all capacities for the years indicated. SUMMARY COMPENSATION TABLE -------------------------- LONG TERM COMPENSATION ANNUAL COMPENSATION AWARDS --------------------------------------------------- --------------- OTHER ALL OTHER NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS/SARS COMPENSATION - --------------------------- ---- ------ ----- ------------ ------------ ------------ A. E. Benton, 1994 $250,000 $ 0 (1) 250,000 473 (2) Chief Executive Officer, 1993 165,000 50,000 125,000 448 President 1992 165,000 35,000 150,000 442 William H. Gumma, 1994 175,000 20,000 (1) 100,000 273 (2) Senior Vice President - 1993 125,000 30,000 50,000 195 Operations 1992 105,000 20,000 75,000 208 David H. Pratt, 1994 110,000 0 (1) 20,000 181 (2) Vice President - Finance 1993 90,000 20,000 15,000 183 1992 90,000 0 20,000 170 <FN> ______________________________ (1) The aggregate amount of perquisite compensation to be reported herein is less than the lesser of either $50,000 or 10 percent of the total of annual salary and bonus reported for the named executive officer. No other annual compensation was paid or payable to the named executive officers in the years indicated. (2) Represents premiums paid by the Company with respect to term life insurance for the benefit of the named executive officer. The following table shows information concerning options to purchase Common Stock, granted to certain individuals during 1994. % OF TOTAL OPTIONS/SARS GRANT DATE GRANTED TO EXERCISE OR PRESENT OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION VALUE NAME GRANTED (#) FISCAL YEAR ($/SH) DATE ($) (1) ----------------------------------------------------------------------------------------------------- A.E. Benton 125,000 15.2% $5.625 4/21/04 $ 390,238 A.E. Benton 125,000 15.2% 9.125 12/30/04 633,263 William H. Gumma 50,000 6.1% 5.625 4/21/04 156,095 William H. Gumma 50,000 6.1% 9.125 12/30/04 253,305 David H. Pratt 20,000 2.4% 5.625 4/21/04 62,438 <FN> _________________________ (1) To calculate the present value of option/SAR grants, the Company has used the Black-Scholes option pricing model. The actual value, if any, an executive may realize will depend on the excess of the stock price over the exercise price on the date the option is exercised, so that there is no assurance the value realized by an executive will be at or near the value estimated by the Black-Scholes model. The estimated values under that model for the stock options granted on April 21, 1994 are based on the assumptions that include (i) a stock price volatility of 48.14%, (ii) a risk-free rate of return based on a 10-year U.S. Treasury rate at the time of grant of 6.99% and (iii) an option exercise term of ten years. The estimated values under that model for the stock options granted on December 30, 1994 are based on the assumptions that include (i) a stock price volatility of 48.14%, (ii) a risk-free rate of return based on a 10-year U.S. Treasury rate at the time of grant of 7.82% and (iii) an option exercise term of ten years. No adjustments were made for the non-transferability of the options 4 2 or to reflect any risk of forfeiture prior to vesting. The Securities and Exchange Commission requires disclosure of the potential realizable value or present value of each grant. The Company's use of the Black-Scholes model to indicate the present value of each grant is not an endorsement of this valuation, which is based on certain assumptions, including the assumption that the option will be held for the full ten-year term prior to exercise. The following table provides information regarding the exercise of stock options during 1994 by certain individuals and the year-end value of unexercised options for certain individuals. AGGREGATED OPTIONS/SAR EXERCISES IN 1994 AND YEAR-END OPTION/SAR VALUES NUMBER OF UNEXERCISED VALUE OF UNEXERCISED OPTIONS/SARS AT YEAR-END (#) IN-THE-MONEY OPTIONS/SARS ($) ---------------------------- ----------------------------- SHARES ACQUIRED VALUE NAME ON EXERCISE (#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE ----------------------------------------------------------------------------------------------------------------------- A.E. Benton 0 $0 551,667 383,333 $1,428,834 $547,917 William H. Gumma 0 $0 217,367 158,333 506,002 226,042 David H. Pratt 0 $0 113,333 36,667 359,633 84,167 EMPLOYMENT AGREEMENTS In June 1992, the Board of Directors approved employment agreements with certain key employees of the Company (the "Employment Agreements"), which contain severance provisions in the event of a change in control of the Company. The Company has entered into similar agreements with other officers and key employees. Pursuant to each Employment Agreement, in the event of a proposed change in control (as defined in the Employment Agreement), the employee has agreed to remain with the Company until the earliest of (a) 180 days from the occurrence of such proposed change in control, (b) termination of the employee's employment by reason of death or disability (as defined in the Employment Agreement), or (c) the date on which the employee first becomes entitled to receive benefits under the Employment Agreement by reason of disability or termination of his employment following a change in control. Except for this agreement by the employee to so remain employed by the Company, the Company or the employee may terminate the employee's employment prior to or after a change in control either immediately or after certain notice periods, subject to the Company's obligation to provide benefits specified in the Employment Agreement. Each Employment Agreement is for a period of either two or three years. In the event of a change in control, the term of the Employment Agreements will continue in effect for a period not less than 24 months after such change in control, subject to certain exceptions described therein. Following a change in control of the Company and for a period of 24 months after such event, if the employee is terminated without cause (as defined in the Employment Agreement) or if employment is terminated by the employee for good reason (as defined in the Employment Agreement), the employee is entitled to a cash severance payment equal to three times his annual base salary at the rate in effect prior to termination. The employee, and his dependents, will also be entitled to participate in all life, accidental death, medical and dental insurance plans of the Company in which the employee was entitled to participate at termination for a period of up to two years (and up to seven years in certain circumstances). However, such amounts will not be payable if termination is due to death, normal retirement, permanent disability, or voluntary action of the employee other than for good reason (as defined in the Employment Agreement), or by the Company for cause (as defined in the Employment Agreement) or if such payment is not deductible by the Company as a result of the operation of Section 280G of the Internal Revenue Code, as amended. Messrs. Benton, Gumma and Pratt each entered into Employment Agreements for terms of three years on June 26, 1992. Pursuant to the terms of the agreements, Mr. Benton's initial base salary was $165,000, Mr. Gumma's initial base salary was $105,000 and Mr. Pratt's initial base salary was $90,000. For 1994, Mr. Benton's annual base salary was $250,000, Mr. Gumma's annual base salary was $175,000 and Mr. Pratt's annual base salary was $110,000. Salaries are reviewed annually and bonuses are within the discretion of the Board of Directors. 5 3 REMUNERATION OF DIRECTORS Directors are elected at the annual stockholders' meeting and hold office until the next annual stockholders' meeting and until their successors are elected and qualified. Directors who are not Company officers are paid a fee of $2,000 for each Board meeting attended, $500 for each committee meeting attended and $250 for participation in telephonic meetings. Directors are reimbursed for all travel and related expenses. Beginning July 1995, in addition to the fees paid per meeting, each director who is not a Company officer will be paid an annual retainer of $20,000. Additionally, the Company's Director Stock Option Plan provides that each person who is elected to serve as a non-employee director of the Company is annually and automatically granted an option to purchase 10,000 shares of Common Stock at an exercise price equal to the market price on the date of grant. During 1994, Mr. Wray served as a consultant to the Company to provide financial advice. In consideration of such services, the Company paid Mr. Wray an aggregate of $208,872 during 1994, paid moving expenses of $5,257 and reimbursed Mr. Wray for all travel and business related expenses. The Company has provided Mr. Wray with use of a Company car for 1995. See Item 13. Certain Relationships and Related Transactions. 6 4 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, in the City of Carpinteria, State of California, on the 11th day of July, 1995. BENTON OIL AND GAS COMPANY -------------------------- (Registrant) By /s/David H. Pratt ----------------------- David H. Pratt, Vice President - Finance, Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on the 11th day of July, 1995, on behalf of the Registrant in the capacities indicated: Signature Title --------- ----- /s/A. E. Benton President, Chairman and ----------------------------------------------- Director A. E. Benton (Principal Executive Officer) /s/David H. Pratt Vice President - Finance ----------------------------------------------- David H. Pratt (Principal Financial Officer) /s/Chris C. Hickok Vice President - Controller ---------------------------------------------- Chris C. Hickok (Principal Accounting Officer) /s/Bruce M. McIntyre Director -------------------------------------------- Bruce M. McIntyre /s/Michael B. Wray Director --------------------------------------------- Michael B. Wray /s/Richard W. Fetzner Director -------------------------------------------- Richard W. Fetzner