UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4
to
SCHEDULE 13D
Under the
Securities Exchange Act of 1934
REMINGTON OIL & GAS CORPORATION
---------------------------------------------
(Name of Issuer)
Common Stock ($.01 par value)
----------------------------------------
(Title of Class of Securities)
759594302
------------------
(CUSIP Number)
Nicholas G. Miller
Hawley Troxell Ennis & Hawley LLP
P.O. Box 1617
Boise, Idaho 83701
Telephone: (208) 344-6000
------------------------------------
(Names, addresses and telephone numbers of persons
authorized to receive notices and communications)
September 1, 2004
------------------------
(Date of event which requires
filing of this Statement)
Page 1 of 10
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this statement because of Sections 240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box: [ ]
1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
J.R. Simplot/J.R. Simplot Self-Declaration of Revocable Trust;
518-34-0145
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3) SEC Use Only
4) Source of Funds
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6) Citizenship or Place of Organization
US
Number of 7) Sole Voting Power 0
Shares
Beneficially 8) Shared Voting Power 886,333
Owned
by Each 9) Sole Dispositive Power 0
Reporting
Person With: 10) Shared Dispositive Power 886,333
11) Aggregate Amount Beneficially Owned by Each Reporting Person
886,333 shares
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11)
3.2%
Page 2 of 10
14) Type of Reporting Person
IN
1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only).
JRS Properties III L.P., EIN: 82-0514634
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3) SEC Use Only
4) Source of Funds
00
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6) Citizenship or Place of Organization
US
Number of 7) Sole Voting Power 4,592,595
Shares
Beneficially 8) Shared Voting Power 0
Owned
by Each 9) Sole Dispositive Power 4,592,595
Reporting
Person With: 10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,592,595 shares
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11)
16.7%
Page 3 of 10
14) Type of Reporting Person
PN
*****
1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
*****
This Amendment No. 4 amends the Schedule 13D originally filed on
September 2, 1997 (the "Schedule 13D"), as previously amended by Amendment
No. 1 to the Schedule 13D filed on December 28, 1998, Amendment No. 2 to the
Schedule 13D filed on January 2, 2002, and Amendment No. 3 to the Schedule
13D filed January 21, 2003 ("Amendment No. 3"). The Schedule 13D relates to
the Common Stock, par value $.01 per share (the "Common Stock") of Remington
Oil & Gas Corporation, a Delaware corporation (the "Issuer").
The purpose of this Amendment No. 4 is to report (i) gifts of Common
Stock by JRS Properties L.P. ("JRS Properties") to the J.R. Simplot
Foundation, Inc. (the "Foundation") and (ii) the consolidation, without a
change in pecuniary ownership, of JRS Properties and JRS Properties III
L.P. ("JRS Properties III") and their respective general partners through
which Mr. Simplot and the Trust hold the Common Stock, and (iii) certain
changes in management of JRS Management L.L.C. ("JRS Management") that
affect beneficial ownership as defined in Rule 13d-3(a). Except as
expressly set forth in this Amendment No. 4, the Schedule 13D (as
previously amended)remains in effect.
Item 1. Security and Issuer.
The class of securities to which this Schedule 13D relates is the Common
Stock of the Issuer.
Item 2. Identity and Background.
This Amendment No. 4 is being filed on behalf of the following Reporting
Persons:
1) The J.R. Simplot Self-Declaration of Revocable Trust dated December
21, 1989 (the "Trust") and J.R. Simplot ("Mr. Simplot"). Mr. Simplot
shares voting and dispositive power for the 885,333 shares of Common
Stock held by the Foundation, an Idaho nonprofit corporation of which
Mr. Simplot is a director. Its principal office is located at 999 Main
Street, Boise, Idaho, 83702. The directors and executive officers of
the Foundation, their principal occupations and their business addresses
are as follows:
Page 4 of 10
Name Principal Occupation Business Address
J.R. Simplot Chairman Emeritus 999 Main Street
Boise, Idaho 83702
John Edward Director/J.R. Simplot Company 999 Main Street
("Ted") Simplot Boise, Idaho 83702
Scott R. Simplot Chairman/J.R. Simplot Company 999 Main Street
Boise, Idaho 83702
Don J. Simplot Director/J.R. Simplot Company 999 Main Street
Boise, Idaho 83702
Gay Simplot Director/J.R. Simplot Company 999 Main Street
Boise, Idaho 83702
During the last five years, none of the Directors has been convicted in
a criminal proceeding, excluding traffic violations or similar misdemeanors,
and has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
2) JRS Properties III. The Trust holds approximately 88% of the
limited partnership interest in JRS Properties III. The general
partner of JRS Properties III is JRS Management. Effective
September 1, 2004, the managers of JRS Management, and their
identity and background information, are as follows:
Page 5 of 10
Name Principal Occupation Business Address
Scott R. Chairman/J.R. Simplot Company 999 Main Street
Simplot Boise, Idaho 83702
Stephen Retired President, J.R. Simplot 999 Main Street
Beebe Company Boise, Idaho 83702
During the last five years, neither of the above managers of JRS
Management has been convicted in a criminal proceeding, excluding traffic
violations or similar misdemeanors, and has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws. Both of the managers are U.S. citizens.
JRS Management is controlled by its members through the power to elect the
managers. The members of JRS Management and their identity and background
information are as follows:
a) The Trust;
b) JRS Properties III (interest will be eliminated in consolidation);
and
c) J.R. Simplot Company, a Nevada corporation. The J.R. Simplot
Company is a privately held, diversified agri-business and natural resources
company with its principal place of business located at 999 Main Street,
Boise, Idaho. The J.R. Simplot Company is owned by descendants of Mr.
Simplot. The directors and executive officers of the J.R. Simplot Company
are as follows:
Page 6 of 10
A. Directors
Name Principal Occupation Business Address
Scott R. Simplot Chairman, J.R. Simplot Company 999 Main Street
Boise, Idaho 83702
A. Dale Dunn Retired 999 Main Street
Boise, Idaho 83702
Don J. Simplot Director/J.R. Simplot Company 999 Main Street
Boise, Idaho 83702
Gay C. Simplot Director/J.R. Simplot Company 999 Main Street
Boise, Idaho 83702
Stephen A. Beebe Retired 999 Main Street
Boise, Idaho 83702
John Edward Simplot Director/J.R. Simplot Company 999 Main Street
Boise, Idaho 83702
Joseph W. Marshall Retired 999 Main Street
Boise, Idaho 83702
Richard M. Business Executive 999 Main Street
Hormaechea Boise, Idaho 83702
Lawrence S. Hlobik President & CEO, J.R. Simplot 999 Main Street
Company Boise, Idaho 83702
Debbie S. McDonald Director/J.R. Simplot Company 999 Main Street
Boise, Idaho 83702
Robert J. Lane Retired 999 Main Street
Boise, Idaho 83702
Page 7 of 10
B. Executive Officers
Lawrence S. Hlobik President & CEO, J.R. Simplot 999 Main Street
Company Boise, Idaho 83702
Annette G. Elg Sr. Vice President and Chief Financial 999 Main Street
Officer, J.R. Simplot Company Boise, Idaho 83702
William J. Whitacre Sr. Vice President/J.R. Simplot 418 S. 9th Street,
Company Ste. 308,
Boise, Idaho 83702
Terry T. Uhling Sr. Vice President and Secretary, J.R. 999 Main Street
Simplot Company Boise, Idaho 83702
Thomas J. Sorge Vice President and Treasurer, J.R. 999 Main Street
Simplot Company Boise, Idaho 83702
During the last five years, none of the above officers and
directors of J.R. Simplot Company has been convicted in a criminal
proceeding, excluding traffic violations or similar misdemeanors, and
has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration. n/a
Item 4. Purpose of the Transaction. n/a
Item 5. Interest in Securities of the Issuer.
(a) As disclosed in Amendment No. 3 to the Schedule 13D, JRS
Properties owned and had voting and investment power with respect to
2,722,900 Shares of Common Stock. Subsequently, JRS Properties sold
Common Stock aggregating 30,000 shares, as reported in Form 4 filed
February 13, 2003, and JRS Properties transferred by gift 52,000
shares to the Foundation, as reported in Form 4 filed December 29,
2003. On September 1, 2004, JRS Properties transferred by gift to
the Foundation 833,333 shares of Common Stock. Subsequent to these
sales and gifts, JRS Properties owned voting and investment power
with respect to 1,807,567 shares of Common Stock, including 950,000
shares subject to certain previously-reported variable share forward
sale contracts.
Page 8 of 10
On September 1, 2004, after the gift reported in this Item 5(a), JRS
Properties merged into JRS Properties III, with JRS Properties III remaining
as the surviving entity (the "Merger"). As a result of the Merger, all
1,807,567 shares of Common Stock owned by JRS Properties became owned by JRS
Properties III. Adding these shares to the 2,785,028 shares already owned by
JRS Properties III results in JRS Properties III owning 4,592,595 shares of
Common Stock.
Concurrently with the Merger, the surviving general partner of the two
limited partnerships was JRS Management. JRS Management is now the general
partner of JRS Properties III. On September 1, 2004, JRS Management filed an
amendment to its articles of organization with the Idaho Secretary of State
pursuant to which the managers described above in Item 2 became the managers.
As a result of these transactions:
(1) JRS Properties III beneficially owns and has voting and investment
power with respect to 4,592,595 shares of Common Stock, representing
16.7% of the outstanding Common Stock.
(2) Mr. Simplot shares with Mrs. Simplot voting and investment power
with respect to 1000 shares of Common Stock, representing .0036% of the
outstanding Common Stock.
(3) Mr. Simplot shares with the other directors of the Foundation
voting and investment power with respect to the 885,333 shares of Common
Stock held by the Foundation, representing 3.2% of the outstanding
Common Stock.
(b)(c) See Item 5(a).
(d - e) n/a
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of Issuer. n/a
Item 7. Material to be filed as Exhibits. n/a
Page 9 of 10
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify the information set forth in this statement is true,
complete and correct.
The J.R. Simplot
Self-Declaration of Revocable Trust
Date: October 13, 2004 By /s/ J.R. Simplot, Trustee
---------------------------------
J.R. Simplot, Trustee
By /s/ Ronald Graves
---------------------------------
Ronald N. Graves, Attorney-in-Fact
Date: October 13, 2004 /s/ J.R. Simplot
-------------------------------------
J.R. Simplot
By /s/ Ronald Graves
---------------------------------
Ronald N. Graves, Attorney-in-Fact
JRS Properties III L.P.,
an Idaho Limited Partnership,
by its Sole General Partner
JRS Management L.L.C.
an Idaho Limited Liability Company
By /s/ Stephen A. Beebe
---------------------------------
Stephen A. Beebe, Manager
Date: October 13, 2004 By /s/ Scott R. Simplot
---------------------------------
Scott R. Simplot, Manager
Page 10 of 10