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FORM 10-K/A
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to ___________
Commission file number 1-10727
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 NO.)
INCORPORATION OR ORGANIZATION)
1145 EUGENIA PLACE, SUITE 200, CARPINTERIA, CA 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:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- ------------------------
COMMON STOCK, $.01 PAR VALUE NASDAQ-NMS
8% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2002 NASDAQ
COMMON STOCK PURCHASE WARRANTS, $11.00 EXERCISE PRICE NASDAQ - NMS
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
Approximate aggregate market value of common stock held by
non-affiliates of the registrant: $396,100,000, computed on the basis of $15.69
per share, closing price of the common stock on the NASDAQ-NMS.
There were 26,073,161 shares of the registrant's Common Stock, $.01
par value, outstanding as of March 28, 1996.
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.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to the directors and executive officers of the
Company is set forth below:
Name Age Position
---- --- --------
A.E. Benton 53 Chairman of the Board, Chief Executive
Officer and Director
Michael B. Wray 59 President, Chief Financial Officer and
Director
William H. Gumma 47 Senior Vice President--Operations, Managing
Director of Benton-Vinccler and Director
David H. Pratt 45 Vice President--International Finance
Joseph C. White 64 Vice President--Operations
Clarence Cottman, III 40 Vice President--Business Development
E. Sven Hagen 38 Vice President--Exploration and Development
Gregory S. Grabar 41 Vice President--Corporate Development and
Administration
Chris C. Hickok 38 Vice President--Controller and Chief
Accounting Officer
Bruce M. McIntyre 67 Director
Richard W. Fetzner 66 Director
Garrett A. Garrettson 52 Director
A.E. BENTON
A.E. Benton, founder of the Company, was first elected Chief Executive Officer
and Chairman of the Board of the Company in September 1988. He has served as
director of the Company since September 1988. From 1986 to October 1988, Mr.
Benton was employed as president and director of Benton Petroleum Company. From
1981 to 1986, Mr. Benton was employed by May Petroleum, Inc., becoming its
senior vice president of exploration. From 1979 to 1981, Mr. Benton was employed
by TransOcean Oil Company and, upon TransOcean's acquisition by Mobil Oil
Corporation, he was employed by another subsidiary of Mobil Oil Corporation as
manager of geophysics. He was employed from 1968 to 1979 by Amoco Oil Company in
various positions, including director of applied geophysical research. Mr.
Benton has a B.S. degree in geophysics from California State University. Mr.
Benton serves as a director of First Seismic Corporation.
MICHAEL B. WRAY
Michael B. Wray was first elected President and Chief Financial Officer of the
Company in January, 1996. He has served as director of the Company since
November 1988. From January 1994 to December 1995, Mr. Wray served as a
consultant to the Company. From January 1992 until July 1993, Mr. Wray served as
vice president -- finance and administration of Del Mar Operating, Inc. From
1985 through 1991, Mr. Wray was an independent financial consultant to oil and
gas exploration and production companies. From 1979 to 1985, Mr. Wray served as
a senior financial officer of Guardian Oil Company, Huffco petroleum Corporation
and May Petroleum, Inc. Prior to that time, Mr. Wray worked for over 15 years in
New York as n investment banker, security analyst and
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officer in various investment firms including Donaldson, Lufkin & Jenrette,
Inc., Drexel & Co. and L.F. Rothschild & Co. Mr. Wray began his career as an
attorney with Morgan, Lewis & Bockius in Philadelphia. Mr. Wray holds a B.A.
degree from Amherst College and a law degree from Columbia Law School.
WILLIAM H. GUMMA
William H. Gumma was first elected Vice President -- Gulf Coast Operations in
August 1989 and was elected Senior Vice President -Operations of the Company in
September 1990. In December 1995, Mr. Gumma was elected Managing Director of
Benton-Vinccler. In September 1994, Mr. Gumma was appointed a director of the
Company to fill a vacancy on the Board of Directors. From 1988 to 1989, Mr.
Gumma was chief geophysicist-international for Maxus Energy Corp. (formerly
Diamond Shamrock, Inc.), where he directed geophysical exploration in Europe,
South America and North Africa. From 1986 to 1988, Mr. Gumma served as vice
president of exploration for BHP Petroleum, Inc. From 1983 to 1986, Mr. Gumma
served as chief geophysicist and later as Gulf Coast exploration manager for May
Petroleum, Inc. From 1980 to 1983, Mr. Gumma served as chief geophysicist for
Spectrum Oil and Gas Company. From 1978 to 1980, he was district geophysicist
for Inexco Oil Company. From 1972 to 1978, Mr. Gumma was employed by Amoco Oil
Company in various positions. Mr. Gumma received his B.S. from the Colorado
School of Mines and his M.S. in geophysics from Oregon State University.
DAVID H. PRATT
David H. Pratt was first elected Vice President -- International Finance in
January, 1996. From April 1989 to December 1995, Mr. Pratt served as Vice
President Finance, Chief Financial Officer and Treasurer of the Company. From
1987 to 1989, Mr. Pratt was a consultant in the accounting services and systems
industry. From 1982 to 1987, Mr. Pratt was employed by May Petroleum, Inc.,
becoming assistant treasurer. He also served as budget and planning manager, and
managed corporate and partnership investor relations and other administrative
areas. From 1974 to 1982, Mr. Pratt was employed by Arthur Andersen & Co. and he
became a Certified Public Accountant in 1975. Mr. Pratt holds B.S. and M.B.A.
degrees from Texas Christian University.
JOSEPH C. WHITE
Joseph C. White was elected Vice President -- Operations of the Company in
February 1993. Previously, Mr. White was president of J.C. White and Associates,
Inc., an independent consulting firm that prepared the Company's independent
reserve reports from 1988 through 1992. Mr. White was employed by Texaco for 30
years in a variety of engineering and management positions. In 1968, he was
appointed assistant to the vice president for Latin America and Trinidad in
Texaco's New York City executive office and in 1971 was appointed assistant to
the senior vice president for Texaco's worldwide producing operations. In 1972,
he was appointed assistant division manager to Texaco's Denver Division in
Colorado. In this position, he was responsible for all engineering and
operational matters for Texaco's operations in the Rocky Mountain area.
CLARENCE COTTMAN, III
Clarence Cottman, III was first appointed Land Manager in June 1989, was elected
Vice President -- Land of the Company in September 1990 and was elected Vice
President -- Business Development in July 1993. Mr. Cottman, a Certified
Petroleum Landman, was previously employed by Oryx Energy Company (formerly Sun
Exploration and Production Company) from June 1982 to May 1989. Mr. Cottman had
held a variety of exploration and production land positions in Oryx's Dallas,
Houston, and Denver offices. Most recently, he was district landman for Oryx in
Ventura, California, and responsible for all land activity on the West Coast.
Mr. Cottman holds a B.A. degree from Rochester Institute of Technology and an
M.B.A. from the University of Rhode Island. Mr. Cottman is the son-in-law of
Richard W. Fetzner.
E. SVEN HAGEN
E. Sven Hagen was first appointed Gulf Coast Geologist in March 1990 and was
elected Vice President -- Exploration and Development in July 1995. From March
1987 to February 1990, Mr. Hagen was employed by Shell Oil Company as an
exploration geologist responsible for the technical evaluation of the oil and
gas potential of West Africa salt basins including Angola, Congo, Gabon and
Namibia. From December 1985 to February 1987, Mr. Hagen was employed by Standard
Oil Production Company as an
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Exploration Geologist. Mr. Hagen holds a B.A. degree in geology from the
University of California at Santa Barbara and a Ph.D. in geology from the
University of Wyoming.
GREGORY S. GRABAR
Gregory S. Grabar was first elected Vice President -- Corporate Development and
Administration in April 1993 and was first appointed Manager of Administration
in October 1990. From 1989 to 1990, Mr. Grabar was in the corporate finance
department of Citicorp Real Estate, Inc. From 1988 to 1989, Mr. Grabar was a
consultant in the accounting services industry. From 1981 to 1988, Mr. Grabar
was a vice president in the corporate finance department at Bateman Eichler,
Hill Richards, Inc., a Kemper Securities Inc. company. From 1977 to 1981, Mr.
Grabar was in both the audit and tax departments of Arthur Andersen & Co. and
became a Certified Public Accountant. Mr. Grabar graduated cum laude from
California State University with a B.A. in business administration and received
his M.B.A. from the University of California at Los Angeles.
CHRIS C. HICKOK
Chris C. Hickok was first appointed Controller in November 1991 and was elected
Vice President -- Controller and Chief Accounting Officer in January 1995. From
March 1979 to September 1991, Mr. Hickok was employed by Mission Resources, Inc.
and held various positions in the accounting and finance department including
financial analyst, assistant controller and controller. Mr. Hickok holds a B.S.
degree in business administration from California State University at Hayward
and is a Certified Management Accountant.
BRUCE M. MCINTYRE
Bruce M. McIntyre has served as director of the Company since November 1988. Mr.
McIntyre is a private investor and a consultant in the oil and gas industry, in
which he has been involved since 1952. He also serves in a management capacity
with several small, private companies in the energy field. He currently serves
as a director of MSC Corp., a private company which manages oil wells in
Illinois. From 1981 to 1984, Mr. McIntyre served as president of Rocky Mountain
Exploration Company, ultimately negotiating its merger into Carmel Energy, Inc.,
on whose board of directors he served until March 1986. Prior to that time, Mr.
McIntyre held various management positions with C&K Petroleum, Inc. (now ENSTAR
Petroleum, Inc.), Jenney Oil Company and Sinclair Oil & Gas Company. Mr.
McIntyre is a graduate of Harvard College and the Harvard University Graduate
School of Business Administration.
RICHARD W. FETZNER
Richard W. Fetzner has served as director of the Company since May 1990.
Since 1989, Dr. Fetzner has been an associate professor of business
administration at California Lutheran University in Thousand Oaks,
California. From 1984 to 1989, Dr. Fetzner served in various academic
capacities at the University of Singapore and California Lutheran University
and was a consultant to the World Bank. From 1979 to 1984, Dr. Fetzner served
as group vice president of Sun Company, Inc. and president of Sun Exploration
and Production Company in Dallas, Texas. From 1958 to 1979, he served in
various management and professional positions with Sun Oil Company and its
subsidiaries including president of Sun International, Inc. and Sun Marine
Transport, Inc. Dr. Fetzner holds a B.A. from Augustana College, an M.S. in
geology from the University of Wisconsin, a Ph.D. in geology and economics from
the University of Wisconsin and an M.B.A. from Drexel University. Dr. Fetzner
is the father-in-law of Clarence Cottman, III, an officer of the Company.
GARRETT A. GARRETTSON
Garrett A. Garrettson has served as director of the Company since January 1996.
In 1995, Mr. Garrettson was elected as chairman, chief executive officer and
president of Contract Recording Technology, Inc. In addition, since 1993 he has
served as president and chief executive officer of Censtor Corporation. From
1986 to 1989, Mr. Garrettson served as vice president of Imprimis Technology.
prior to that time, after serving in the United States Navy and Naval Reserves,
Mr. Garrettson held various positions with Hewlett Packard Company, including
laboratory director, department manager, project manager, and research engineer.
Mr. Garrettson graduated from Stanford University with a B.S. and M.S. in
engineering physics, and a Ph.D. in mechanical engineering.
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ITEM II. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
----------------------------- ------------
OTHER ALL OTHER
NAME AND SALARY BONUS COMPENSATION OPTIONS/SARS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)
- --------------------------------- ---------- ----------- ------------- ------------------ ------------------ ------------------
A. E. Benton, 1995 $279,000 $ 50,000 (1) 125,000 $ 460
Chief Executive Officer 1994 250,000 0 250,000 473
1993 165,000 50,000 125,000 448
William H. Gumma 1995 189,000 55,000 (1) 50,000 272
Senior Vice President - 1994 175,000 20,000 100,000 273
Operations 1993 125,000 30,000 50,000 195
Joseph C. White 1995 116,000 20,000 (1) 15,000 902
Vice President - Operations 1994 96,000 0 40,000 902
1993 90,000 10,000 0 489
Clarence Cottman, III 1995 105,000 15,000 (1) 0 174
Vice President - 1994 95,000 0 50,000 118
Business Development 1993 85,000 20,000 10,000 118
E. Sven Hagen 1995 98,000 20,000 (1) 35,000 81
Vice President - Exploration and 1994 84,000 0 40,000 81
Development 1993 65,000 0 0 81
<FN>
(1) The aggregate amount of prerequisite compensation to be reported herein is
less than the lesser of either $50,000 or 10% of the total of annual salary and
bonus reported for the named executive officer. No other annual compensation was
paid or payable to the named executive officers in the years indicated.
(2) Represents premiums paid by the Company with respect to term life insurance
for the benefit of the named executive officer.
The following table shows information concerning options to purchase
Common Stock granted to certain individuals during 1995.
% OF TOTAL
OPTIONS/SARS
GRANTED TO EXERCISE OR GRANT DATE
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE ($)(1)
---------------------- ------------------ ------------------ -------------- ------------- --------------
A.E. Benton 125,000 22.8% 15.25 12/20/05 $803,750
William H. Gumma 50,000 9.1% 15.25 12/20/05 321,500
Joseph C. White 15,000 2.7% 15.25 12/20/05 96,450
E. Sven Hagen 20,000 3.7% 12.69 4/26/05 107,120
E. Sven Hagen 15,000 2.7% 15.25 12/20/05 96,450
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(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 value under that model for the stock option
granted on April 26, 1995 is based on the assumptions that include (i) a stock
price volatility of 35.0%, (ii) a risk-free rate of return based on a 10-year
U.S. Treasury rate at the time of grant of 7.08%, and (iii) an option exercise
term of ten years. The estimated values under that model for the stock options
granted on December 20, 1995 are based on the assumptions that include (i) a
stock price volatility of 35.0%, (ii) a risk-free rate of return based on a
10-year U.S. Treasury rate at the time of grant of 5.80% and (iii) an option
exercise term of ten years. No adjustments were made for the non-transferability
of the options 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 1995 by certain individuals and the year-end value of unexercised
options for certain individuals.
AGGREGATED OPTIONS/SAR EXERCISES IN 1995 AND YEAR-END OPTION/SAR VALUES
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS/SARS AT YEAR-END (#) IN-THE-MONEY OPTIONS/SARS ($)
ACQUIRED ON VALUE ----------------------------- -----------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------- ------------------- --------------- ------------- ----------------- --------------- -----------------
A.E. Benton 0 $ 0 726,667 333,333 $5,823,417 $1,536,458
William H. Gumma 15,000 151,650 276,667 133,333 2,113,517 614,583
Joseph C. White 0 0 63,334 41,666 576,667 203,333
Clarence Cottman, III 80,000 808,000 68,334 36,666 466,042 287,083
E. Sven Hagen 15,000 186,750 88,334 61,666 779,917 249,533
EMPLOYMENT AGREEMENTS
In June 1995, 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 an additional 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 following 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.
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Messrs. Benton and Gumma entered into employment agreements for
terms of three years on June 26, 1995. Mr. Cottman entered into an
employment agreement for a term of three years on July 11, 1994. Mr. Hagen
entered into an employment agreement for a term of three years on April 26,
1995. Pursuant to the employment agreements, Mr. Benton's annual base salary
was $300,000, Mr. Gumma's annual base salary was $200,000, Mr. Cottman's
annual base salary was $95,000 and Mr. Hagen's annual base salary was $100,000.
On December 30, 1994, Mr. Cottman's annual base salary was increased to
$105,000. On December 20, 1995, Mr. Cottman's annual base salary was
increased to $125,000 and Mr. Hagen's annual base salary was increased to
$115,000. On January 3, 1996, Mr. Benton's annual base salary was increased
to $425,000 and Mr. Gumma's annual base salary was increased to $275,000. Mr.
Wray entered into an employment agreement for a term of three years on January
3, 1996. Pursuant to the agreement, Mr. Wray will serve as President and
Chief Financial Officer with an annual base salary of $380,000. Salaries are
reviewed annually and bonuses are within the discretion of the Board of
Directors.
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 is 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 1995, 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 $246,000 during 1995 and reimbursed Mr. Wray for all
travel and business related expenses. The Company provided Mr. Wray with use of
a Company car for 1995. See "Certain Relationships and Related Transactions."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information with respect to each person
known to the Company to be the beneficial owner of more than five percent of the
issued and outstanding Common Stock of the Company as of April 30, 1996, the
directors and nominees, the executive officers named in the Summary Compensation
Table, and the directors and executive officers, as a group. The Common Stock
ownership information includes current shareholdings, Common Stock subject to
warrants which are currently exercisable or exercisable within 60 days, and
Common Stock subject to option under the Company's Stock Option Plans which are
currently exercisable or exercisable within 60 days:
NAME AND ADDRESS OF SHARES BENEFICIALLY PERCENTAGE OF SHARES
BENEFICIAL OWNER OWNED BENEFICIALLY OWNED (1)
------------------------------------------------ ------------------------- ---------------------------
Scudder, Stevens & Clark, Inc. 2,118,600 (2) 7.88%
345 Park Avenue
New York, NY 10154
A.E. Benton 1,410,000 (3) 5.09%
Michael B. Wray 109,300 (4) *
William H. Gumma 260,000 (5) *
Joseph C. White 70,000 (6) *
Clarence Cottman, III 75,967 (7) *
E. Sven Hagen 101,667 (8) *
Bruce M. McIntyre 100,000 (9) *
Richard W. Fetzner 71,667 (10) *
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Garrett A. Garrettson 10,000 (11) *
All directors and executive officers as a group 2,686,834 (12) 9.32%
(12 persons)
<FN>
*Less than 1%
(1) The percentage of Common Stock is based upon 26,896,156 shares of Common
Stock outstanding as of May 24, 1996.
(2) The number of shares and the nature of beneficial ownership of Scudder,
Stevens & Clark, Inc. is as of December 31, 1995 and is based upon the Schedule
13G filed with the Securities and Exchange Commission. Pursuant to such Schedule
13G, Scudder, Stevens & Clark, Inc. reported sole dispositive power with respect
to all such shares and disclaimed beneficial ownership.
(3) Includes 810,000 shares subject to options which are currently exercisable
or exercisable within 60 days after May 24, 1996, under the Company's stock
option plans.
(4) Includes 90,000 shares subject to options which are currently exercisable or
exercisable within 60 days after May 24, 1996, under the Company's stock option
plans.
(5) Includes 260,000 shares subject to options which are currently exercisable
or exercisable within 60 days after May 24, 1996, under the Company's stock
option plans.
(6) Includes 70,000 shares subject to options which are currently exercisable or
exercisable within 60 days after May 24, 1996, under the Company's stock option
plans.
(7) Includes 75,967 shares subject to options which are currently exercisable or
exercisable within 60 days after May 24, 1996, under the Company's stock option
plans.
(8) Includes 101,667 shares subject to options which are currently exercisable
or exercisable within 60 days after May 24, 1996, under the Company's stock
option plans.
(9) Includes 90,000 shares subject to options which are currently exercisable or
exercisable within 60 days after May 24, 1996, under the Company's stock option
plans.
(10) Includes 71,667 shares subject to options which are currently exercisable
or exercisable within 60 days after May 24, 1996, under the Company's stock
option plans.
(11) Includes 10,000 shares subject to options which are currently exercisable
or exercisable within 60 days after May 24, 1996, under the Company's stock
option plans.
(12) Includes 1,922,633 shares subject to options which are currently
exercisable or exercisable within 60 days after May 24, 1996, under the
Company's stock option plans.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors and persons who own more than ten
percent of a registered class of the Company's equity securities to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission and NASDAQ-NMS. Reporting persons are required by SEC regulations to
furnish the Company with copies of Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by the
Company, or written representations from certain reporting persons that no Form
5 was required to be filed, the Company believes that during 1995 all filing
requirements applicable to its executive officers, directors and greater than
ten-percent beneficial owners were complied with, except Mr. McIntyre filed one
Form 4 late which covered transactions related to 2,000 shares of Common Stock.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In January 1994, the Company entered into a consulting agreement with
Mr. Wray, a director of the Company, to provide financial advice for a period of
six months with compensation of $15,000 per month. Mr. Wray has significant
experience in investment banking, financial management in the oil and gas
industry and financial consulting. The fees payable pursuant to the consulting
agreement were determined based upon negotiations with Mr. Wray, with
compensation comparable to fees paid to unaffiliated management consultants and
financial consultants. In May, 1994, as amended in January 1995, the Company
entered into a new consulting agreement with Mr. Wray pursuant to which Mr. Wray
provided advice through December 31, 1995, with compensation of $20,000 per
month and the use of a Company car, with all travel and business related
expenses reimbursed by the Company. The term and compensation arrangement were
modified in recognition of the expertise actually provided by Mr. Wray and the
Company's desire to retain his continued participation and service, as
negotiated with Mr. Wray. Mr. Wray has been instrumental in negotiating and
closing certain financing arrangements entered into by the Company since January
1994, and has provided insight and direction in the Company's efforts to pursue
financing for its international projects. The Company believes that the fees
paid to Mr. Wray pursuant to the consulting
9
agreements were comparable to those fees that have been charged by independent
consultants providing similar services. On January 3, 1996, Mr. Wray was elected
President and Chief Financial Officer of the Company.
On December 31, 1993, the Company guaranteed a loan made to Mr. A. E.
Benton, its Chief Executive Officer, for $300,000. In January 1994, the Company
loaned $800,000 to Mr. Benton with interest at prime plus 1.0%; in September
1994, Mr. Benton made a payment of $207,014 against this loan. In December 1995,
the Company purchased a home from Mr. Benton for $1.73 million, based on two
independent appraisals, and from the proceeds Mr. Benton repaid the balance owed
to the Company of $592,986 plus accrued interest and the $300,000 loan
guaranteed by the Company. The Company anticipates selling the home in 1996. The
Company loaned Mr. Pratt $95,000 on November 11, 1993 on the same terms as the
$800,000 loan to Mr. Benton, which is payable on demand by the Company.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(3) 99.1 Credit Agreement dated as of May 30, 1996 among Benton
Oil and Gas Company and Morgan Guaranty Trust Company of New
York.
10
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.
BENTON OIL AND GAS COMPANY
(Registrant)
Date: June 12, 1996 By: /s/ A. E. Benton
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A.E. Benton
Principal Executive Officer
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.
/s/ A. E. BENTON June 12, 1996
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A.E. Benton
Principal Executive Officer and Director
/s/ MICHAEL B. WRAY June 12, 1996
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Michael B. Wray
Principal Financial Officer, Director
/s/ CHRIS C. HICKOK June 12, 1996
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Chris C. Hickok,
Principal Accounting Officer
/s/ WILLIAM H. GUMMA June 12, 1996
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William H. Gumma, Director
/s/ BRUCE M. MCINTYRE June 12, 1996
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Bruce M. McIntyre, Director
/s/ RICHARD W. FETZNER June 12, 1996
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Richard W. Fetzner, Director
/s/ GARRETT A. GARRETTSON June 12, 1996
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Garrett A. Garrettson, Director