4//SEC Filing
REMINGTON OIL & GAS CORP 4
Accession 0001031523-06-000008
CIK 0000874992operating
Filed
Jul 4, 8:00 PM ET
Accepted
Jul 5, 7:55 PM ET
Size
23.0 KB
Accession
0001031523-06-000008
Insider Transaction Report
Form 4
SIMPLOT J R
10% Owner
Transactions
- Expiration (Short)
Common Stock
2006-06-29+550,000→ 0 total - Expiration (Short)
Common Stock
2006-06-29+400,000→ 0 total - Expiration (Short)
Prepaid and Postpaid Forward Sale Contracts
2006-06-29−550,000→ 0 total→ Common (550,000 underlying) - Expiration (Short)
Common Stock
2006-06-29+420,000→ 0 total - Expiration (Short)
Prepaid and Postpaid Forward Sale Contracts
2006-06-29−400,000→ 0 total→ Common (400,000 underlying) - Expiration (Short)
Prepaid and Postpaid Forward Sale Contracts
2006-06-29−420,000→ 0 total→ Common (420,000 underlying) - Other
Common Stock
2006-06-29−1,657,007→ 0 total - Other
Common Stock
2006-06-29−2,870,588→ 0 total
Footnotes (14)
- [F1]See Explanation of Responses at Footnotes 11, 12, 13 and 14
- [F10]Forward sale contract
- [F11]Explanation of Responses: 2,870,588 shares of Common Stock were directly owned by the J.R. Simplot Self Declaration of Revocable Trust (the "Trust"), of which Mr. J.R. Simplot is the beneficiary; and 1,657,007 shares of Common Stock were directly owned by JRS Properties III LP ("JRS Properties III"). Of the 1,657,007 shares directly owned by JRS Properties III, 550,000 shares of Common Stock were subject to a variable share prepaid forward sale contract with Bank of America Securities ("BofA"), reported on Form 4 filed February 24, 2003 as amended April 8, 2003; 400,000 shares of Common Stock were subject to a variable share prepaid forward sale contract with BofA, reported on Form 4 filed May 16, 2003; and 420,000 shares of Common Stock were subject to a variable share postpaid forward sale contract with Merrill Lynch Pierce Fenner & Smith ("Merrill"), reported on Form 4 filed October 25, 2004. (Continued -F/N 12)
- [F12]Explanation of Responses (continued): The rights and obligations of JRS Properties III in the event of a subsequent merger were fixed at the time of these transactions. Effective July 1, 2006, REM merged (the "Merger") into a subsidiary of Helix Energy Solutions Group, Inc., formerly known as Caldive International, Inc. ("Helix"). As a result of the Merger, each share of Common Stock was converted into (i) .436 shares of Helix common stock and (ii) $27.00 cash. (Continued -F/N 13)
- [F13]Explanation of Responses (continued): With respect to the Common Stock subject to the BofA forward sale contracts, the Merger resulted in "cancellation and payment," i.e. cancellation of the forward sale of the Common Stock as of the Merger Date and payment by JRS Properties III to BofA of an amount representing the fair value to BofA of an option with terms that would preserve the economic equivalent of any payment or delivery by the parties in respect of the forward sale contracts that would have been required after the Merger Date but for the occurrence of the Merger. With respect to the cash consideration received in the Merger for Common Stock subject to the Merrill forward sale contract, the Merger resulted in "cancellation and payment" of the forward sale contract as to the cash portion of the Merger consideration; and the forward sale contract was amended and continued with respect to the Helix stock acquired in the Merger. (continued--F/N 14)
- [F14]Explanation of Responses (continued): As a result of the Merger, JRS Properties III and the Trust ceased to be 10% beneficial owners of REM. Neither JRS Properties III nor the Trust, individually or combined, beneficially owns 10% or more of the Helix common stock following the Merger.
- [F2]Cancellation of Forward Sale Contracts; See Explanation of Responses
- [F3]See Explanation of Responses; D: Zero
- [F4]Indirect Ownership -- see Explanation of Responses.
- [F5]Zero shares held; not applicable
- [F6]$27.00 plus.436 shares of Helix common stock
- [F7]Direct ownership -- See Explanation of Responses
- [F8]Not applicable
- [F9]Complete or partial cancellation and payment of forward sale contracts resulting in liquidation of put equivalent positions in Remington Common Stock. See Explanation of Responses.
Documents
Issuer
REMINGTON OIL & GAS CORP
CIK 0000874992
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000874992
Filing Metadata
- Form type
- 4
- Filed
- Jul 4, 8:00 PM ET
- Accepted
- Jul 5, 7:55 PM ET
- Size
- 23.0 KB