29 Nov 2006listing compliance notice● NeutralMajor
REMINGTON OIL & GAS CORP's exchange filed to remove a class of its securities from listing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
11 July 2006listing compliance notice● NeutralMajor
REMINGTON OIL & GAS CORP's exchange filed to remove a class of its securities from listing.
3 July 2006listing compliance notice▼ BadMajor
REMINGTON OIL & GAS CORP terminated the registration of a class of securities, ending its reporting obligation for them.
1 June 2006business combination● NeutralMajor
Remington's final proxy statement/prospectus, dated May 26, 2006 and mailed from about June 1, asks stockholders to vote on June 29, 2006 on the Helix (formerly Cal Dive) merger agreed in January. Each share would get $27.00 in cash plus 0.436 Helix share, worth about $41.42 per share at Helix's May 24 closing price; Remington holders would own about 14% of Helix. The board unanimously recommends a yes vote, and approval needs a majority of all outstanding shares, so not voting counts as a vote against. This continues the pending merger; the outcome is not yet decided, and the visible text does not state the final equity result.
17 Mar 2006material agreement● Neutral
On March 12, 2006 Remington awarded retention bonuses from a roughly $1.8 million pool to officers who stay until the pending merger closes: Murphy $240,000, Cox $96,000, Smith $73,600 and Craig $73,200. The filing now names the merger partner as Helix Energy Solutions Group, Inc. (formerly Cal Dive International), so it is the same deal as before and still pending.
6 Feb 2006material agreement● Neutral
On January 31, 2006 Remington awarded 2005 performance bonuses from an approximately $1.8 million pool to executives other than CEO Watt: Robert Murphy $240,000, Greg Cox $96,000, Frank Smith $73,600 and Steve Craig $73,200. The filing ties the pool's approval to the board's special meeting on the pending Cal Dive merger, which is otherwise unchanged.
26 Jan 2006business combination▲ GoodMajor
On January 22, 2006 Remington agreed to merge into a subsidiary of Cal Dive International, with each Remington share converted into $27.00 in cash plus 0.436 Cal Dive shares. Unvested options and stock grants will fully vest just before closing, closing is expected in Q2 2006, and it still needs Remington stockholder approval and regulatory clearance. A retention bonus pool of about $1.8 million was also approved, and CEO James Watt gets $880,000 in combined 2005 performance and retention bonuses. If completed, it would end Remington as a standalone public company, though the filing does not state the equity outcome as final.
15 Sept 2005debt financing● Neutral
On September 9, 2005 Remington signed an amended four-year revolving credit facility of $200 million with Fortis Financial Corp (administrative agent), Toronto Dominion (Texas), Union Bank of California and Bank of Scotland. The initial borrowing base is $150 million and the current commitment $100 million, secured by mortgages on its top ten properties by value. It replaces the prior facility and nothing is currently borrowed.
20 Apr 2005material agreement● Neutral
On April 13, 2005 the board approved restricted stock grants totaling 665,000 shares to directors and employees under the 2004 Stock Incentive Plan, vesting 25% in 2008, 25% in 2009 and 50% in 2010 (earlier on a change in control or if the stock reaches $55.80). It also adopted executive and employee severance plans, with larger payouts if employment ends around a change of control. The new share grants add to the share count, which dilutes existing holders.
17 June 2002listing compliance notice▲ GoodMajor
the New York Stock Exchange certified REMINGTON OIL & GAS CORP's securities for listing, clearing them to begin trading.
24 Apr 2002auditor change● Neutral
This is a second copy of the same April 2002 filing: Arthur Andersen LLP was dismissed on April 17, 2002 and Ernst & Young LLP engaged as auditor for 2002, with no disagreements reported. It adds nothing new beyond the first copy.
24 Apr 2002auditor change● Neutral
On April 17, 2002 Remington's board dismissed Arthur Andersen LLP as its auditor and hired Ernst & Young LLP for 2002, on the audit committee's recommendation. The filing says Andersen's reports for the past two years were clean and there were no disagreements with Andersen.