ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
RMOC is the parent company of RMEC and TRH, which collectively own the outstanding shares of Thai Romo, except for certain nominal interests. The information contained in Item 5 of the RMOC Form 10-K is incorporated by reference in this report.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The information contained in Item 6 of the RMOC Form 10-K is incorporated by reference in this report.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in Item 7 of the RMOC Form 10-K is incorporated by reference in this report.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of RMOC, together with the independent auditors' report thereon from KPMG Peat Marwick LLP, appearing on pages 21 through 39 of the RMOC Form 10-K are incorporated by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
The information contained in Part III of the RMOC Form 10-K is incorporated by reference in this report.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
(a) 1. Financial Statements
The following financial statements and the Reports of Independent Public Accountants are incorporated by reference from the RMOC Form 10-K as a part of this report:
Independent Auditors' Report
Consolidated Statements of Operations, for the year ended December 31, 1997, the periods June 18, 1996 through December 31, 1996 (Company), and January 1, 1996 through June 17, 1996 and for the year ended December 31, 1995 (Predecessors)
Consolidated Balance Sheets, December 31, 1997 and December 31, 1996 (Company)
Consolidated Statements of Changes in Stockholders' and Predecessors' Equity, for the year ended December 31, 1997 and periods June 18, 1996 through December 31, 1996 (Company), and January 1, 1996 through June 17, 1996 and for the year ended December 31, 1995 (Predecessors)
Consolidated Statements of Cash Flows, for the year ended December 31, 1997, the periods June 18, 1996 through December 31, 1996 (Company), and January 1, 1996 through June 17, 1996 and for the year ended December 31, 1995 (Predecessors)
Notes to Consolidated Financial Statements
2. Financial Statements Schedules
Financial statement schedules have been omitted because they are not applicable for the information required therein or are included elsewhere in the financial statements or notes thereto.
3. Exhibits
EXHIBIT NUMBER DESCRIPTION ------- ----------- *3.1 -- Restated Certificate of Incorporation of RMOC. *3.2 -- Bylaws of RMOC dated April 1, 1996. ***3.3 -- Certificate of Incorporation of Rutherford-Moran Exploration Company ***3.4 -- Bylaws of Rutherford-Moran Exploration Company ***3.5 -- Certificate of Incorporation of Thai Romo Holdings, Inc. ***3.6 -- Bylaws of Thai Romo Holdings, Inc. ***3.7 -- Articles of Association of Thai Romo Limited
****4.1 -- Indenture between Rutherford-Moran Oil Corporation and Bank of Montreal Trust Company, as trustee dated as of September 29, 1997. ****4.2 -- Form of Note between Rutherford-Moran Oil Corporation and Bank of Montreal Trust Company, as trustee relating to 10.75% Senior Subordinated Notes due 2004. *10.1 -- Ministry of Industry Petroleum Concession dated August 1, 1991, awarded to Thai Romo, Thaipo and Maersk Oil. *10.2 -- Ministry of Industry Supplementary Petroleum Concession (No. 1) to Petroleum Concession No. 1/2534/36 dated March 6, 1992, awarded to Maersk Oil (Thailand) Ltd. and Thaipo Limited and Thai Romo Limited. *10.3 -- Ministry of Industry Supplementary Petroleum Concession (No. 2) to Petroleum Concession No. 1/2535/36 dated September 4, 1995, awarded to Thaipo Limited and Thai Romo Limited. *10.4 -- Joint Operating Agreement to be effective as of March 3, 1995 among Thai Romo, Thaipo and Sophonpanich. *10.5 -- Joint Operating Agreement dated August 1, 1991 among Thai Romo, Thaipo, Maersk Oil and Sophonpanich. *10.6 -- Gas Sales Agreement dated November 7, 1995 between Petroleum Authority of Thailand, Thai Romo, Thaipo, and Sophonpanich. ****10.7 -- First Amendment to the Gas Sales Agreement dated November 12, 1997 between Petroleum Authority of Thailand and B8/32 Partners Limited, Thaipo Limited, Thai Romo Limited and Palang Sophon Limited *10.8 -- Bareboat Charter Agreement dated February 9, 1996 between Tantawan Production B.V. and Tantawan Services, L.L.C. *10.9 -- Operating Agreement between SBM Marine Services Thailand Ltd. and Tantawan Services, L.L.C. dated February 9, 1996. *10.10 -- Guaranty and Indemnity Agreement dated February 9, 1996, by Thai Romo to Tantawan Production B.V. *10.11 -- Guaranty and Indemnity Agreement dated February 9, 1996, by Thai Romo to SBM Marine Services Thailand Ltd. *10.12 -- 1996 Key Employee Stock Plan (and form of option and stock agreements). *10.13 -- 1996 Non-Employee Director Stock Option Plan (and form of option agreement). *10.14 -- Letter Agreement dated March 28, 1996 with David Chavenson. ***10.15 -- $150,000,000 Revolving Credit Facility dated as of December 3, 1997 with The Chase Manhattan Bank as Lender and Agent. *10.16 -- Registration Rights Agreement. **10.17 -- Share Sale Agreement between Maersk Olie Og and Thai Romo Limited dated January 13, 1997 *****21.1 -- Subsidiaries of RMOC. *****27.1 -- Financial Data Schedule
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* Incorporated by reference from RMOC's Registration Statement on Form S-1, as amended (File No. 333-4122).
** Incorporated by reference from RMOC's Form 8-K dated March 3, 1997.
*** Incorporated by reference from RMOC's Quarterly Report on Form 10-Q for the period ended September 30, 1997.
**** Incorporated by reference from RMOC's Registration Statement on Form S-4, as amended (File No. 333-41015).
***** Incorporated by reference from RMOC's Annual Report on Form 10-K for the period ended December 31, 1997.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the fourth quarter of the year ended December 31, 1997.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RUTHERFORD-MORAN EXPLORATION COMPANY
By: /s/ Patrick R. Rutherford ---------------------------- Patrick R. Rutherford President
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.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
THAI ROMO HOLDINGS, INC.
By: /s/ Patrick R. Rutherford -------------------------------- Patrick R. Rutherford President
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.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
THAI ROMO LIMITED
By: /s/ Patrick R. Rutherford -------------------------------- Patrick R. Rutherford Director and 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.