-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B7zJ68esiZwHGMuwWml2JCAFrs3D2TJphKRJHVpsgwGpj3HUlPY7souWe0Ed+8zk JCGfzVqeN2S33IRmGfBqUA== 0000950134-97-006069.txt : 19970814 0000950134-97-006069.hdr.sgml : 19970814 ACCESSION NUMBER: 0000950134-97-006069 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970813 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOBLE AFFILIATES INC CENTRAL INDEX KEY: 0000072207 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 730785597 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-07964 FILM NUMBER: 97658938 BUSINESS ADDRESS: STREET 1: 110 W BROADWAY STREET 2: P O BOX 1967 CITY: ARDMORE STATE: OK ZIP: 73402-1967 BUSINESS PHONE: 4052234110 MAIL ADDRESS: STREET 1: P O BOX 1967 STREET 2: 110 WEST BROADWAY CITY: ARDMORE STATE: OK ZIP: 73402-1967 10-Q 1 FORM 10-Q FOR QUARTER ENDED JUNE 30, 1997 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997 OR [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____to______ Commission file number: 0-7062 NOBLE AFFILIATES, INC. (Exact name of registrant as specified in its charter) Delaware 73-0785597 (State of incorporation) (I.R.S. employer identification number) 110 West Broadway Ardmore, Oklahoma 73401 (Address of principal executive offices) (Zip Code) (405) 223-4110 (Registrant's telephone number, including area code) 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 ---- ---- Number of shares of common stock outstanding as of July 31, 1997: 56,871,413 2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS NOBLE AFFILIATES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEET (Dollars in thousands)
(Unaudited) June 30, December 31, 1997 1996 ------------ ------------- ASSETS Current Assets: Cash and short-term cash investments ....................... $ 79,060 $ 94,768 Accounts receivable-trade .................................. 140,832 206,151 Materials and supplies inventories ......................... 2,763 4,489 Other current assets ....................................... 9,166 11,395 ----------- ----------- Total Current Assets ....................................... 231,821 316,803 ----------- ----------- Property, Plant and Equipment ................................. 2,680,095 2,571,964 Less: accumulated depreciation, depletion and amortization ....................... (1,142,349) (1,000,200) ----------- ----------- 1,537,746 1,571,764 ----------- ----------- Other Assets .................................................. 71,910 68,371 ----------- ----------- Total Assets ............................................... $ 1,841,477 $ 1,956,938 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable-trade ..................................... $ 149,663 $ 143,408 Other current liabilities .................................. 20,134 75,736 Current installments of long-term debt ..................... 50,000 Income taxes-current ....................................... 9,908 10,662 ----------- ----------- Total Current Liabilities .................................. 179,705 279,806 ----------- ----------- Deferred Income Taxes ......................................... 126,431 108,434 ----------- ----------- Other Deferred Credits and Noncurrent Liabilities ............. 60,033 50,603 ----------- ----------- Long-term Debt ................................................ 706,384 798,028 ----------- ----------- Shareholders' Equity: Common stock ............................................... 194,652 194,402 Capital in excess of par value ............................. 357,291 355,651 Retained earnings .......................................... 232,399 185,432 ----------- ----------- 784,342 735,485 Less common stock in treasury (at cost, 1,524,900 shares) ................................ (15,418) (15,418) ----------- ----------- Total Shareholders' Equity ................................. 768,924 720,067 ----------- ----------- Total Liabilities and Shareholders' Equity ................. $ 1,841,477 $ 1,956,938 =========== ===========
See notes to consolidated condensed financial statements. 3 NOBLE AFFILIATES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (Dollars in Thousands, Except Per Share Amounts) (Unaudited)
Six Months Ended June 30, ---------------------------- 1997 1996 ---- ---- REVENUES: Oil and gas sales and royalties . . . . . . . . . . . . . . . . . $ 384,982 $ 227,937 Gathering, marketing and processing . . . . . . . . . . . . . . . 167,332 122,087 Other income . . . . . . . . . . . . . . . . . . . . . . . . . . 6,808 3,971 ------------ ------------ 559,122 353,995 ------------ ------------ COSTS AND EXPENSES: Oil and gas exploration . . . . . . . . . . . . . . . . . . . . . 35,444 20,455 Oil and gas operations . . . . . . . . . . . . . . . . . . . . . 84,482 49,358 Gathering, marketing and processing . . . . . . . . . . . . . . . 158,094 110,895 Depreciation, depletion and amortization . . . . . . . . . . . . 149,028 82,926 Selling, general and administrative . . . . . . . . . . . . . . . 24,853 18,885 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,467 10,676 Interest capitalized . . . . . . . . . . . . . . . . . . . . . . (2,049) (877) ------------ ------------ 477,319 292,318 ------------ ------------ INCOME BEFORE TAXES . . . . . . . . . . . . . . . . . . . . . . . . . 81,803 61,677 INCOME TAX PROVISION . . . . . . . . . . . . . . . . . . . . . . . . 30,288(1) 22,139(1) ------------ ------------ NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 51,515 $ 39,538 ============ ============ PRIMARY EARNINGS PER SHARE . . . . . . . . . . . . . . . . . . . . . $ .91(2) $ .78(2) ============ ============ FULLY DILUTED EARNINGS PER SHARE . . . . . . . . . . . . . . . . . . $ .91(3) $ .75(3) ============ ============
See notes to consolidated condensed financial statements. 3 4 NOBLE AFFILIATES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (Dollars in Thousands, Except Per Share Amounts) (Unaudited)
Three Months Ended June 30, ---------------------------- 1997 1996 ---- ---- REVENUES: Oil and gas sales and royalties . . . . . . . . . . . . . . . . . $ 165,660 $ 119,522 Gathering, marketing and processing . . . . . . . . . . . . . . . 67,222 63,286 Other income . . . . . . . . . . . . . . . . . . . . . . . . . . 3,785 764 ----------- --------- 236,667 183,572 ----------- --------- COSTS AND EXPENSES: Oil and gas exploration . . . . . . . . . . . . . . . . . . . . . 15,839 12,897 Oil and gas operations . . . . . . . . . . . . . . . . . . . . . 40,965 26,828 Gathering, marketing and processing . . . . . . . . . . . . . . . 63,293 58,781 Depreciation, depletion and amortization . . . . . . . . . . . . 71,308 44,787 Selling, general and administrative . . . . . . . . . . . . . . . 12,666 9,213 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,183 5,328 Interest capitalized . . . . . . . . . . . . . . . . . . . . . . (1,336) (312) ----------- --------- 215,918 157,522 ----------- --------- INCOME BEFORE TAXES . . . . . . . . . . . . . . . . . . . . . . . . . 20,749 26,050 INCOME TAX PROVISION . . . . . . . . . . . . . . . . . . . . . . . . 7,597 (1) 9,191(1) ----------- --------- NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,152 $ 16,859 =========== ========= PRIMARY EARNINGS PER SHARE . . . . . . . . . . . . . . . . . . . . $ .23 (2) $ .33(2) =========== ========= FULLY DILUTED EARNINGS PER SHARE . . . . . . . . . . . . . . . . . $ .23 (3) $ .32(3) =========== =========
See notes to consolidated condensed financial statements. 4 5 NOBLE AFFILIATES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (Dollars in Thousands) (Unaudited)
Six Months Ended June 30, ------------------------- 1997 1996 ---- ---- Cash Flows from Operating Activities: Net income $ 51,515 $ 39,538 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization . . . . . . . . . . . . 149,028 82,926 Amortization of undeveloped lease costs, net . . . . . . . . . . 1,799 3,882 Increase in other deferred credits . . . . . . . . . . . . . . . 27,428 12,044 (Increase) decrease in other . . . . . . . . . . . . . . . . . . 814 (1,140) Changes in working capital, not including cash: (Increase) decrease in accounts receivable . . . . . . . . . . . 65,319 (6,101) (Increase) decrease in other current assets and inventories . . 3,846 8,668 Increase (decrease) in accounts payable . . . . . . . . . . . . 6,255 13,249 Increase (decrease) in other current liabilities . . . . . . . . (56,356) 2,896 ---------- --------- Net Cash Provided by Operating Activities . . . . . . . . . . . . . . 249,648 155,962 ---------- --------- Cash Flows From Investing Activities: Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . (129,400) (128,438) Proceeds from sale of property, plant and equipment . . . . . . . 10,575 2,962 ---------- --------- Net Cash Used in Investing Activities . . . . . . . . . . . . . . . (118,825) (125,476) ---------- --------- Cash Flows From Financing Activities: Exercise of stock options . . . . . . . . . . . . . . . . . . . . 1,891 2,907 Cash dividends . . . . . . . . . . . . . . . . . . . . . . . . . (4,549) (4,024) Repayment of bank debt . . . . . . . . . . . . . . . . . . . . . (389,000) Proceeds from issuance of senior debt . . . . . . . . . . . . . . 245,127 ---------- --------- Net Cash Used in Financing Activities . . . . . . . . . . . . . . . (146,531) (1,117) ---------- --------- Increase (Decrease) in Cash and Short-term Cash Investments . . . . . (15,708) 29,369 ---------- --------- Cash and Short-term Cash Investments at Beginning of Period . . . . . 94,768 12,429 ---------- --------- Cash and Short-term Cash Investments at End of Period . . . . . . . . $ 79,060 $ 41,798 ========== ========= Supplemental Disclosures of Cash Flow Information: Cash paid during the period for: Interest (net of amount capitalized) . . . . . . . . . . . . . . . $ 28,156 $ 9,258 Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . $ 11,750 $ 8,000
See notes to consolidated condensed financial statements. 5 6 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited) In the opinion of Noble Affiliates, Inc. ("Company"), the accompanying unaudited consolidated condensed financial statements contain all adjustments, consisting only of necessary and normal recurring adjustments, necessary to present fairly the Company's financial position as of June 30, 1997 and December 31, 1996, and the results of operations for the three month and six month periods ended June 30, 1997 and 1996 and the cash flows for the six month periods ended June 30, 1997 and 1996. These consolidated condensed financial statements should be read in conjunction with the financial statements and the notes thereto incorporated in the Company's annual report on Form 10-K for the year ended December 31, 1996. (1) INCOME TAX PROVISION For the six months ended June 30:
(In thousands) ------------------------ 1997 1996 ---- ---- Current . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,289 $ 14,732 Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,999 7,407 -------- -------- $ 30,288 $ 22,139 ======== ======== For the three months ended June 30: (In thousands) ----------------------- 1997 1996 ---- ---- Current . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,032 $ 5,521 Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,565 3,670 -------- -------- $ 7,597 $ 9,191 ======== ========
(2) PRIMARY EARNINGS PER SHARE The primary earnings per share of common stock was computed using the weighted average number of shares of common stock outstanding during the period as follows:
(In thousands) ---------------------------- 1997 1996 ---- ---- For the six months ended June 30 . . . . . . . . . . . . . . . 56,855 50,318 For the three months ended June 30 . . . . . . . . . . . . . . 56,869 50,363
(3) FULLY DILUTED EARNINGS PER SHARE The fully diluted earnings per share of common stock for the three months and six months ended June 30, 1996 was computed using the "if converted method," assuming the Company's convertible debt was converted into additional outstanding shares of common stock at the beginning of the period. For the three months and six months ended June 30, 1996 the weighted average number of shares of common stock outstanding using the if converted method was 57,033,000 and 56,988,000, respectively, and the increase in income related to the assumed reduction in after tax interest expense was $1,564,000 and $3,128,000, respectively. There was no dilution of earnings per share in the three months and six months ended June 30, 1997. The Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 128 "Earnings per Share", No. 129 Disclosure of Information about Capital Structure", No. 130 "Reporting Comprehensive Income" and No. 131 "Disclosure about Segments of an Enterprise and Related Information" in the first half of 1997. Statement No. 128 and No. 129 are effective for financial statements for both interim and annual periods ending after December 15, 1997. Statement No. 130 and No. 131 are effective for 1998. The Company 6 7 believes that its adoption of these statements at December 31, 1997 and for 1998 will not have a material effect on its financial statements. (4) TRADING AND HEDGING ACTIVITIES The Company, through its subsidiaries, from time to time, uses various hedging arrangements in connection with anticipated crude oil and natural gas sales of its production to minimize the impact of product price fluctuations. Such arrangements include fixed prices hedges, costless collars, swaps, options and other contractual arrangements. Hedging gains and losses, as applicable, related to the Company's oil and gas production are recorded in oil and gas sales and royalties. In addition to the hedging arrangements pertaining to the Company's production as described above, Noble Gas Marketing ("NGM"), a wholly owned subsidiary of the Company, employs various hedging arrangements in connection with its purchases and sales of third party production to lock in profits or limit exposure to gas price risk. Most of the purchases made by NGM are on an index basis; however, purchasers in the markets in which NGM sells often require fixed or NYMEX related pricing. NGM may use a hedge to convert the fixed or NYMEX sale to an index basis thereby determining the margin and minimizing the risk of price volatility. NGM records hedging gains or losses relating to fixed term sales as gathering, marketing and processing revenues in the periods in which the related contract is completed. (5) MINERALS MANAGEMENT SERVICE CLAIMS Over the past several years, Samedan Oil Corporation ("Samedan"), a wholly owned subsidiary of the Company, has settled various claims which it had against parties who had contracted to purchase gas at fixed prices which were greater than market, or who had take-or-pay contracts with Samedan in which such obligations to take-or-pay for quantities of gas were not fulfilled. It is the Company's policy, which is consistent with general industry practice, that such payments do not represent payment for gas produced and therefore, are not subject to royalty payments. The Federal government, with respect to leases on both onshore and offshore Federal lands, certain other governmental bodies, and some private landowners in recent years asserted claims against oil and gas companies for royalties on some or all of such settlement amounts. The Company participated in a joint effort with the Independent Petroleum Association of America ("IPAA") wherein Samedan was a party to a test case involving such a claim made with respect to a lease on Indian lands. In the U.S. District Court for the District of Columbia, Samedan and other plaintiffs challenged the determination by the U.S. Minerals Management Service ("MMS") that royalties were payable to the government on certain proceeds received by Samedan (and the other plaintiffs) with respect to a contract settlement. The U.S. District Court ruled in favor of the MMS, and a judgment in the amount of $20,000 was awarded against Samedan. Samedan appealed this judgment, and on August 27, 1996, the U.S. Court of Appeals for the District of Columbia Circuit overturned the U.S. District Court's decision. The appeals court decision ordered the MMS to cease its efforts to collect royalties from Samedan for any contract settlement that was not recoupable and in February 1997 the U.S. Department of Justice announced that it would not seek Supreme Court action to overturn the decision. (6) SUBSEQUENT EVENTS On July 25, 1997, the U.S. District Court for the District of Columbia, in ruling upon Samedan's and the IPAA's request for an injunction, affirmed with respect to Samedan that royalties are not owed on non-recoupable take-or-pay settlement payments and ordered that the MMS is barred from taking actions in an effort to collect these royalties from Samedan (the "District Court Ruling"). The MMS has 60 days to appeal this order. Notwithstanding the District Court Ruling, other claims may be brought against Samedan by private landowners or, subject to the MMS appealing the District Court Ruling, by the Federal government, based upon other take-or-pay or contract settlements. There can be no assurance that Samedan will prevail on any similar claims which may be asserted against it based on other take-or-pay or contract settlements. The Company is unable to estimate the possible amount of loss, if any, associated with this contingency. 7 8 On August 6, 1997, the Company issued $100,000,000 aggregate principal amount of 7 1/4% Senior Debentures Due 2097. The net proceeds from the sale, of approximately $97.4 million, were used together with available cash to repay $100 million of the outstanding principal under the revolving loan under the Company's bank credit agreement. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS This report on Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this Form 10-Q, including, without limitation, statements contained under "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business strategy, plans and objectives of management of the Company for future operations and industry conditions, are forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the Company's expectations ("Cautionary Statements") include without limitation future production levels, future prices and demand for oil and gas, results of future exploration and development activities, future operating and development costs, the effect of existing and future laws and governmental regulations (including those pertaining to the environment) and the political and economic climate of the United States and the foreign countries in which the Company operates from time to time, as discussed in this quarterly report on Form 10-Q and the other documents of the Company filed with the Securities and Exchange Commission (the "Commission"). All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements. ACQUISITION OF ENERGY DEVELOPMENT CORPORATION On July 31, 1996, Samedan acquired all the outstanding common stock of Energy Development Corporation, a New Jersey corporation, pursuant to the terms of a Stock Purchase Agreement (the "Stock Purchase Agreement") dated as of July 1, 1996 between Samedan and Enterprise Diversified Holdings Incorporated ("EDHI"), a New Jersey corporation and the sole stockholder of EDC (the "EDC Acquisition"). The purchase price paid at closing as determined under the Stock Purchase Agreement was approximately $768,000,000 in cash. The Company accounted for the acquisition under the purchase method of accounting. The purchase price was allocated to the assets and liabilities acquired based on estimated fair value. During the second quarter of 1997, the Company reduced its estimate of preacquisition contingencies and reduced the purchase price allocated by approximately $15 million. In connection with the acquisition, the Company entered into a new $800,000,000 bank credit facility pursuant to a Credit Agreement (the "Credit Agreement") dated as of July 31, 1996 among the Company, as borrower, certain commercial lending institutions which are or may become a party thereto, as lenders, and Union Bank of Switzerland, Houston Agency, as agent for the lenders. The Credit Agreement which provides for a $400,000,000 term loan, which has certain scheduled prepayments and a final maturity of July 31, 2001, and a $400,000,000 revolving credit facility with a final maturity of July 31, 2001. Borrowings of $800,000,000 under the Credit Agreement were used to fund the purchase price for EDC and, together with funds on hand, to repay $48,000,000 of outstanding indebtedness under the Company's then existing credit agreement (the "old credit agreement") with certain banks. The Company's old credit agreement was cancelled in connection with the repayment. LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities increased to $249.6 million in the six months ended June 30, 1997 from $156.0 million in the same period of 1996. Cash and short-term cash investments decreased from $94.8 million at December 31, 1996 to $79.1 million at June 30, 1997. 8 9 On August 6, 1997, Company issued $100,000,000 aggregate principal amount of its 7 1/4% Senior Debentures Due 2097. The net proceeds from the sale, estimated to be approximately $97.4 million, were used together with available cash to repay $100 million of the outstanding principal under the revolving loan under the Credit Agreement. Additionally, the Company issued $250,000,000 aggregate principal amount of its 8% Senior Notes Due 2027 on April 7, 1997. Net proceeds of the issuance together with $104 million of available cash were used to repay the outstanding principal of $349 million plus accrued interest under the term loan under the Credit Agreement. The Company paid down an additional $40 million on its credit agreement on June 3, 1997. Total long-term debt as of June 30, 1997 was $706 million. The Company has expended approximately $129.4 million of its $344.5 million 1997 capital budget through June 30, 1997. The Company expects to fund internally its remaining 1997 capital budget through cash flows from operations. The Company's 1997 capital budget includes approximately $4.2 million for potential acquisitions of producing properties. The Company continues to evaluate possible strategic acquisitions and believes it is positioned to access external sources of funding should it be necessary or desirable in connection with an acquisition. The Company's current ratio (current assets divided by current liabilities) was 1.29 at June 30, 1997 compared with 1.13 at December 31, 1996. The Company follows an entitlements method of accounting for its gas imbalances. The Company's estimated gas imbalance receivables were $18.5 million at June 30, 1997 and $19.3 million at December 31, 1996. Estimated gas imbalance liabilities were $27.3 million at June 30, 1997 and $21.7 million at December 31, 1996. These imbalances are valued at the amount which is expected to be received or paid to settle the imbalances. The settlement of the imbalances can occur either over the life or at the end of the life of a well, on a volume basis or by cash settlement. The Company does not expect that a significant portion of the settlements will occur in any one year. Thus, the Company believes the settlement of gas imbalances will not have a material impact on its liquidity. RESULTS OF OPERATIONS For the second quarter of 1997, the Company recorded net income of $13.2 million, or $.23 per share, compared to net income of $16.9 million, or $.33 per share in the second quarter of 1996. During the first six months of 1997, the Company recorded net income of $51.5 million, or $.91 per share, compared to net income of $39.5 million, or $.78 per share, in the first six months of 1996. Gas sales for the Company, excluding third party sales by Noble Gas Marketing ("NGM"), a wholly owned subsidiary of the Company, increased 49 percent and 90 percent, respectively, for the three months and six months ended June 30, 1997. The increase in sales is primarily due to a 46 percent and 64 percent increase, respectively, in average daily production and a 3 percent and 17 percent increase, respectively, in the average gas price for the three months and six months ended June 30, 1997, as compared to the same periods in 1996. The substantial increase in average daily production was primarily due to the Company's acquisition of EDC on July 31, 1996 and new properties coming on line in the latter part of 1996, primarily in the Gulf of Mexico. Oil sales increased 24 percent and 39 percent, respectively, for the three months and six months ended June 30, 1997, as compared with the same periods in 1996. The primary reasons for the increased sales were due to a 28 percent and 34 percent increase, respectively, in average daily production for the three months and six months ended June 30, 1997, as compared to the same periods in 1996. The average oil price decreased 3 percent for the three months ended June 30, 1997 and increased 5 percent for the six months ended June 30, 1997, as compared with the same periods in 1996. NGM markets the Company's natural gas as well as certain third party gas. NGM sells gas directly to end-users, gas marketers, industrial users, interstate and intrastate pipelines, and local distribution companies. Noble Trading Inc. ("NTI"), a wholly owned subsidiary of the Company, markets a portion of the Company's oil as well as certain third party oil. The Company records all NGM's and NTI's sales as gathering, marketing and processing revenues and expenses. All intercompany sales and expenses have been eliminated. The Company, from time to time, uses various hedging arrangements in connection with anticipated crude oil and natural gas sales of its own production and third party production purchased and sold by NGM to minimize the impact of product price fluctuations. Such arrangements include fixed price hedges, costless collars and other contractual arrangements. Although these hedging arrangements expose the Company to credit risk, the Company 9 10 monitors the creditworthiness of its counterparties, which generally are major institutions, and believes that losses from nonperformance are unlikely to occur. During the second quarter of 1997, the Company had natural gas hedging contracts that hedged approximately 19 percent of its average daily production. The net effect of these hedges was a $.04 per MCF reduction in the average natural gas price for the second quarter. Hedges for July 1997 through December 1997, which average approximately 19 percent of the Company's estimated average daily natural gas production, were not closed at June 30, 1997. The Company also had various crude oil hedging contracts that hedged approximately 18 percent of its average daily production during the second quarter of 1997. The net effect of these hedges was a $.02 per BBL increase in the average crude oil price for the second quarter. Hedges for July 1997 through December 1997, which average approximately 18 percent of the Company's estimated average daily crude oil production, were not closed at June 30, 1997. For the six months ended June 30, 1997, the net effect of natural gas hedging was a $.14 per MCF reduction in the average natural gas price. For the same period, the net effect of crude oil hedging was a $.31 per BBL reduction in the average crude oil price. The Company records hedging gains and losses, as applicable, related to its oil and gas production in oil and gas sales and royalties in the periods in which the related contract is completed. In addition to the hedging arrangements pertaining to the Company's production as described above, NGM employs various hedging arrangements in connection with its purchases and sales of third party production to lock in profits or limit exposure to gas price risk. Most of the purchases made by NGM are on an index basis; however, purchasers in the markets in which NGM sells often require fixed or NYMEX related pricing. NGM may use a hedge to convert the fixed or NYMEX sale to an index basis thereby determining the margin and minimizing the risk of price volatility. During the second quarter of 1997, NGM had hedging transactions with broker-dealers that represented approximately 454,182 MMBTU's of gas per day, which resulted in a loss of $25,000 for the second quarter of 1997. Hedges for July 1997 through August 1998, which range from 323 MMBTU's to 493,082 MMBTU's of gas per day for future physical transactions, were not closed at June 30, 1997. During the second quarter of 1996, NGM had hedging transactions with broker-dealers that represented approximately 303,000 MMBTU's of gas per day at prices ranging from $1.68 to $2.86 per MMBTU. NGM records hedging gains and losses relating to fixed term sales as gathering, marketing and processing revenues in the periods in which the related contract is completed. Certain selected oil and gas operating statistics follow:
For the three months For the six months ended June 30, ended June 30, -------------------- ------------------- 1997 1996 1997 1996 ---- ---- ---- ---- Oil revenues (in thousands).......... $ 59,692 $ 48,222 $ 128,989 $ 92,535 Average daily oil production - BBLS.. 38,434 30,091 39,015 29,203 Average oil price per BBL............ $ 17.46 $ 18.09 $ 18.71 $ 17.86 Gas revenue (in thousands)........... $ 101,793 $ 68,122 $ 246,428 $ 129,923 Average daily gas production - MCFS.. 566,852 388,826 589,393 359,673 Average gas price per MCF............ $ 2.03 $ 1.98 $ 2.37 $ 2.02 BBLS - barrels MCF - thousand cubic feet
Oil and gas exploration expense increased $2.9 million and $15.0 million, respectively, for the three months and six months ended June 30, 1997, as compared to the same periods in 1996. This increase is primarily attributable to an increase of $1.5 million and $11.6 million, respectively, in dry hole expense, as compared with the same periods in 1996. Oil and gas operations expense increased $14.1 million and $35.1 million, respectively, for the three months and six months ended June 30, 1997, as compared to the same periods in 1996. The increases are due primarily to an increased number of properties as a result of the EDC Acquisition and new properties commencing production in the Gulf of Mexico. 10 11 Depreciation, depletion and amortization (DD&A) expense increased 59 percent and 80 percent, respectively, for the three months and six months ended June 30, 1997, as compared to the same periods in 1996. The unit rate of DD&A per barrel of oil equivalent (BOE), converting gas to oil on the basis of 6 MCF per barrel, was $6.00 for the first six months of 1997, as compared to $5.11 for the same period of 1996. The increase in the unit rate per BOE is due to the purchase price allocation to the properties obtained in the EDC Acquisition which averaged $7.55 per BOE for the first six months of 1997, compared with Samedan's properties which average $5.50 per BOE for the same period. The Company has recorded, through charges to DD&A, a reserve for estimated future liabilities related to dismantlement and reclamation costs for offshore facilities. Approximately $3.4 million and $7.8 million, respectively, was charged to DD&A for the three months and six months ended June 30, 1997 for these estimated future liabilities. This reserve is based on the best estimates of Company engineers of such costs to be incurred in future years. Interest expense increased $7.9 million and $16.8 million for the three months and six months ended June 30, 1997, as compared to the same periods in 1996. This increase resulted from the increased debt associated with the EDC Acquisition. Interest capitalized increased $1.0 million and $1.2 million, respectively, for the three months and six months ended June 30, 1997, as compared to the same periods in 1996. This increase resulted from construction projects for various properties located in the Gulf of Mexico. FUTURE TRENDS Over the past several years, Samedan has settled various claims which it had against parties who had contracted to purchase gas at fixed prices which were greater than market, or who had take-or-pay contracts with Samedan in which such obligations to take-or-pay for quantities of gas were not fulfilled. It is the Company's policy, which is consistent with general industry practice, that such payments do not represent payment for gas produced and therefore, are not subject to royalty payments. The Federal government, with respect to leases on both onshore and offshore Federal lands, certain other governmental bodies, and some private landowners have begun to assert claims in recent years against oil and gas companies for royalties on some or all of such settlement amounts. The Company participated in a joint effort with the Independent Petroleum Association of America ("IPAA") wherein Samedan was a party to a test case involving such a claim made with respect to a lease on Indian lands. In the U.S. District Court for the District of Columbia, Samedan and other plaintiffs challenged the determination by the U.S. Minerals Management Service ("MMS") that royalties were payable to the government on certain proceeds received by Samedan (and the other plaintiffs) with respect to a contract settlement. The district court ruled in favor of the MMS, and a judgment in the amount of $20,000 was awarded against Samedan. Samedan appealed this judgment, and on August 27 1996, the U.S. Court of Appeals for the District of Columbia overturned the U.S. District Court's decision. The appeals court decision ordered the MMS to cease its efforts to collect royalty from Samedan for any contract settlement that was not recoupable and in February 1997 the U.S. Department of Justice announced that it would not seek Supreme Court action to overturn the decision. On July 25, 1997, the U.S. District Court for the District of Columbia, ruling upon Samedan's and the IPAA's request for an injunction, affirmed with respect to Samedan that royalties are not owed on non-recoupable take-or-pay settlement payments and that the MMS is barred from taking actions in an effort to collect these royalties from Samedan (the "District Court Ruling"). The MMS has 60 days to appeal this order. Notwithstanding the District Court Ruling, other claims may be brought against Samedan by private landowners or, subject to the MMS appealing the District Court Ruling, by the Federal government, based upon other take-or-pay or contract settlements. There can be no assurance that Samedan will prevail on any similar claims which may be asserted against it based on other take-or-pay or contract settlements. The Company is unable to estimate the possible amount of loss, if any, associated with this contingency. Management believes the Company is well positioned with its balanced reserves of oil and gas to take advantage of future price increases that may occur. However, the uncertainty of oil and gas prices continues to affect the domestic oil and gas industry. Due to the volatility of oil and gas prices, the Company, from time to time, uses hedging and plans to do so in the future as a means of controlling its exposure to price changes. The Company cannot predict the extent to which its revenues will be affected by inflation, government regulation or changing prices. 11 12 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) The information required by this Item 6 (a) is set forth in the Index to Exhibits accompanying this quarterly report and is incorporated herein by reference. (b) The Company did not file any reports on Form 8-K during the three months ended June 30, 1997. 12 13 SIGNATURE Pursuant to the requirements 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. NOBLE AFFILIATES, INC. (Registrant) Date August 13, 1997 /s/ WM. D. DICKSON --------------------------------- WM. D. DICKSON Vice President-Finance and Treasurer (Principal Financial Officer and Authorized Signatory) 13 14 INDEX TO EXHIBITS Sequentially Exhibit Numbered Number Exhibit Page - ------- ------- ------------ 4.1 Second Indenture Supplement, between the Company and U.S. Trust Company of Texas, N.A. as Trustee, relating to $100,000,000 of the Company's 7 1/4% Senior Debentures Due 2097 dated as of August 1, 1997 27.1 Financial Data Schedule EX-4.1 2 AGREEMENT 1 NOBLE AFFILIATES, INC. as Issuer TO U.S. TRUST COMPANY OF TEXAS, N.A. as Trustee Second Indenture Supplement Dated as of August 1, 1997 to INDENTURE Dated as of April 1, 1997 $100,000,000 7 1/4% Senior Debentures Due 2097 2 SECOND INDENTURE SUPPLEMENT SECOND INDENTURE SUPPLEMENT (the "Second Indenture Supplement"), dated as of August 1, 1997, between NOBLE AFFILIATES, INC., a Delaware corporation (together with its successors and assigns as provided in the Indenture referred to below, the "Company"), and U.S. TRUST COMPANY OF TEXAS, N.A., a national banking association (together with its successors in trust thereunder as provided in the Indenture referred to below, the "Trustee"), as trustee under an Indenture, dated as of April 1, 1997, between the Company and the Trustee (the "Indenture"). RECITALS The Company has issued its 7 1/4% Senior Debentures Due 2097 in the form attached hereto in the aggregate principal amount of $100,000,000 (the "Senior Debentures") that may be authenticated and delivered pursuant to the Indenture and this Second Indenture Supplement. The Company may issue in the future additional senior debt securities pursuant to the Indenture (the "Senior Debt Securities"). Section 301 of the Indenture provides, among other things, that the Company, when authorized by its Board of Directors, and the Trustee may at any time and from time to time enter into an indenture supplemental to the Indenture for the purpose of authorizing a series of Senior Debt Securities and to specify certain terms of such series of Senior Debt Securities. The Board of Directors of the Company has duly authorized the creation of the Senior Debentures, and the Company and the Trustee, pursuant to Section 301 of the Indenture, are executing and delivering this Second Indenture Supplement in order to provide for the Senior Debentures. The Company has duly authorized the execution and delivery of this Second Indenture Supplement, the conditions set forth in the Indenture for the execution and delivery of this Second Indenture Supplement have been complied with and all things necessary to make this Second Indenture Supplement a valid amendment of, and supplement to, the Indenture have been done by the Company. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein, the Company agrees with the Trustee that the Indenture is supplemented and amended, solely to the extent and for the purposes expressed herein, for the equal and proportionate benefit of all holders of the Senior Debentures (the "Holders"), as follows: 1 3 ARTICLE I DEFINITIONS SECTION 1.1. Unless the context otherwise requires, the terms defined in the Indenture shall, for all purposes of this Second Indenture Supplement, have the meanings therein defined. SECTION 1.2. Unless the context otherwise requires, the terms defined in this Second Indenture Supplement (including the preamble hereof) shall, for all purposes of the Indenture as supplemented and amended by this Second Indenture Supplement, have the meanings herein defined. ARTICLE II APPLICABILITY OF CERTAIN PROVISIONS SECTION 2.1. In accordance with Article Eleven of the Indenture, prior to maturity the Senior Debentures shall be redeemable in whole at any time or in part from time to time, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount of the Senior Debentures to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments (as defined herein) thereon, discounted to the redemption date on a semiannual basis at the Treasury Rate (as defined herein) plus 15 basis points, together in either case with the accrued interest on the principal amount being redeemed to the date of redemption. In the event that the Company elects to exercise its right to redeem Senior Debentures, the Company shall mail a notice of such redemption to each Holder of record of the Senior Debentures by first-class mail at least 30 and not more than 60 days prior to the date fixed for redemption. Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Senior Debentures. "Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue (as defined below), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker (as defined below) as having a maturity comparable to the remaining term of the Senior Debentures or, if no such security exists, a security that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Senior Debentures. "Independent Investment Banker" means Morgan Stanley & Co. Incorporated or, if such firm is not willing or able to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Trustee. 2 4 "Comparable Treasury Price" means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (ii) if such release (or any successor release) is not published or does not contain such prices on such Business Day, (A) the average of the Reference Treasury Dealer Quotations (as defined below) for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer (as defined below), and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer as of 3:30 p.m., New York City time, on the third Business Day preceding such redemption date. "Reference Treasury Dealer" means each of Morgan Stanley & Co. Incorporated, any other primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer") so designated by the Trustee, and their respective successors; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer. "Remaining Scheduled Payments" means, with respect to any Senior Debenture, the remaining scheduled payments of the principal thereof to be redeemed and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not an Interest Payment Date, the amount of the next succeeding scheduled interest payment on the Senior Debentures to be redeemed shall be reduced by the amount of interest accrued thereon to such redemption date. SECTION 2.2. Upon the occurrence of a Tax Event (as defined herein), the Company shall have the right, without the consent of the Holders of the Senior Debentures, to advance the maturity date of the Senior Debentures to the extent required, in the written opinion of a nationally recognized independent tax counsel experienced in such matters, such that after advancing the maturity date, interest paid on the Senior Debentures will be deductible for United States Federal income tax purposes. In the event that the Company elects to exercise its right to advance the Stated Maturity of the Senior Debentures on the occurrence of a Tax Event, the Company shall mail a notice of the advanced Stated Maturity to each Holder of record of the Senior Debentures by first-class mail not more than 60 days after the occurrence of such Tax Event, stating the new Stated Maturity of the Senior Debentures, and will cause the Senior Debentures to be amended accordingly. Such notice shall be effective immediately upon mailing. 3 5 "Tax Event" means that the Company shall have received the written opinion of a nationally recognized independent tax counsel experienced in such matters to the effect that, on or after the date of the original issuance of the Senior Debentures, as a result of (i) any amendment to, clarification of, or change (including any announced prospective change) in laws, or any proposed, temporary or final regulations thereunder, of the United States, (ii) any judicial decision, official administrative pronouncement, authorization, ruling, regulatory procedure, notice or announcement, including any notice or announcement of proposal to adopt such procedures or regulations (an "Administrative Action"), or (iii) any amendment to, clarification of, or change in the official position or the interpretation of such Administrative Action or judicial decision that differs from the theretofore generally accepted position, in each case on or after the date of the original issuance of the Senior Debentures, such change in tax laws or regulations creates a more than insubstantial risk that interest paid by the Company on the Senior Debentures is not, or will not be, deductible, in whole or in part, by the Company for United States Federal income tax purposes. SECTION 2.3. Notwithstanding Article Twelve of the Indenture, no Sinking Fund will be established with respect to the Senior Debentures and the Senior Debentures will not be subject to any Sinking Fund payments. SECTION 2.4. Articles Ten and Thirteen of the Indenture shall be applicable in their entirety to the Senior Debentures. ARTICLE III MISCELLANEOUS PROVISIONS SECTION 3.1. Nothing in this Second Indenture Supplement, express or implied, is intended or shall be construed to confer upon, or to give to, any person or corporation, other than the parties hereto, their successors and assigns, and the Holders, any right, remedy or claim under or by reason of this Second Indenture Supplement or any provision hereof; and the provisions of this Second Indenture Supplement are for the exclusive benefit of the parties hereto, their successors and assigns, and the Holders. SECTION 3.2. This Second Indenture Supplement shall for all purposes be deemed to be a contract made under, governed by and construed in accordance with the laws of the State of New York. In case any provision in this Second Indenture Supplement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. If any provision of this Second Indenture Supplement limits, qualifies or conflicts with any other provision required to be included in this Second Indenture Supplement or the Indenture by the Trust Indenture Act, such other provision which is so required to be included shall control. 4 6 SECTION 3.3. The recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Second Indenture Supplement. SECTION 3.4. The descriptive headings of the several Articles of this Second Indenture Supplement are inserted for convenience only and shall not affect the construction hereof. SECTION 3.5. This Second Indenture Supplement may be simultaneously executed in any number of counterparts, each of which when so executed and delivered shall be an original; but such counterparts shall together constitute but one and the same instrument. SECTION 3.6. The Company represents and warrants that it is duly authorized under all applicable laws to execute and deliver this Second Indenture Supplement and that all corporate action on its part required for the execution and delivery of this Second Indenture Supplement has been duly and effectively taken. [Remainder of page purposefully left blank.] 5 7 IN WITNESS WHEREOF, the Company and the Trustee have caused this Second Indenture Supplement to be duly executed by their respective officers thereunto duly authorized and their respective seals duly attested to be hereunto affixed all as of the day and year first above written. NOBLE AFFILIATES, INC. [SEAL] By: /s/ ROBERT KELLEY -------------------------------------- Robert Kelley, Chairman, President and Chief Executive Officer ATTEST: /s/ ORVILLE WALRAVEN - ------------------------------------------------ Name: Orville Walraven ------------------------------------------ Title: Secretary ----------------------------------------- U.S. TRUST COMPANY OF TEXAS, N.A. [SEAL] By: /s/ JOHN C. STOHLMANN -------------------------------------- Name: John C. Stohlmann ---------------------------------- Title: Vice President ---------------------------------- ATTEST: /s/ BRAD CARSON - ------------------------------------------------ Name: Brad Carson ------------------------------------------ Title: Senior Vice President & Trust Officer ----------------------------------------- 8 STATE OF OKLAHOMA ) ) COUNTY OF CARTER ) BEFORE ME, the undersigned authority, a Notary Public in and for said state, on this day personally appeared Robert Kelley and Orville Walraven, known to me to be the persons and officers whose names are subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said NOBLE AFFILIATES, INC., a Delaware corporation, and that they executed the same as the act of said corporation for the purposes and consideration therein expressed, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 5th day of August, 1997. /s/ JOAN E. COLE --------------------------------------- Notary Public in and for the State of Oklahoma My commission expires: Joan E. Cole --------------------------------------- August 11, 2000 Printed Name of Notary Public - ---------------------------------- STATE OF TEXAS ) ) COUNTY OF DALLAS ) BEFORE ME, the undersigned authority, a Notary Public in and for said state, on this day personally appeared John C. Stohlmann and Brad Carson, known to me to be the persons and officers whose names are subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said U.S. TRUST COMPANY OF TEXAS, N.A., a national banking association, and that they executed the same as the act of said banking association for the purposes and consideration therein expressed, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 6th day of August, 1997. /s/ PATRICIA A. ROBLES --------------------------------------- Notary Public in and for the State of Texas My commission expires: Patricia A. Robles ---------------------------------------- February 13, 1999 Printed Name of Notary Public - ---------------------------------- 7 9 FORM OF DEBT SECURITIES (DEBENTURE) This Senior Debenture is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depositary or a nominee thereof. This Senior Debenture may not be transferred to, or registered or exchanged for Securities registered in the name of, any Person other than the Depositary or a nominee thereof and no such transfer may be registered, except in the limited circumstances described in the Indenture. Every Senior Debenture authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, this Senior Debenture shall be a Global Security subject to the foregoing, except in such limited circumstances. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. NOBLE AFFILIATES, INC. REGISTERED PRINCIPAL AMOUNT No: 1 $100,000,000 CUSIP: 654894AG9 7 1/4% SENIOR DEBENTURE DUE 2097 NOBLE AFFILIATES, INC., a corporation duly organized and existing under the laws of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ONE HUNDRED MILLION AND NO/100 DOLLARS on August 1, 2097 ("Stated Maturity"), and to pay interest thereon from August 1, 1997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on February 1 and August 1, in each year (each, an "Interest Payment Date"), commencing February 1, 1998, at the rate of 7 1/4% per annum, until the principal hereof is paid or made available for payment. Interest on the Senior Debentures shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Senior Debenture (or one or more Predecessor Senior Debentures) is registered at the close of business on the Regular Record Date for such interest, 1 10 which shall be the January 15 or July 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Senior Debenture (or one or more Predecessor Senior Debentures) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Senior Debentures not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Senior Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Payment of the principal of and interest on this Senior Debenture will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Company, however, may pay principal and interest by check payable in such money. At the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, that, notwithstanding anything else contained herein, if this Senior Debenture is a Global Security and is held in book-entry form through the facilities of the Depositary, payments on this Senior Debenture will be made to the Depositary or its nominee in accordance with the arrangements then in effect between the Trustee and the Depositary. Upon the occurrence of a Tax Event (as defined herein), the Company shall have the right to advance the Stated Maturity as provided herein. Reference is hereby made to the further provisions of this Senior Debenture set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth herein. This is one of the Securities referred to in the within-mentioned Indenture. U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee By: ------------------------------------ Name: --------------------------------- Title: --------------------------------- 2 11 NOBLE AFFILIATES, INC. 7 1/4% Senior Debenture Due 2097 This Senior Debenture is one of a duly authorized issue of Securities of the Company designated as its 7 1/4% Senior Debentures Due 2097 (herein called the "Senior Debentures"), limited in aggregate principal amount to $100,000,000, issued under an Indenture, dated as of April 1, 1997 (herein called the "Indenture"), between the Company and U.S. Trust Company of Texas, N.A., as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Senior Debentures and of the terms upon which the Senior Debentures are, and are to be, authenticated and delivered. The Senior Debentures are redeemable prior to maturity in whole at any time or in part from time to time, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount of the Senior Debentures to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments (as defined below) thereon, discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 15 basis points, together in either case with accrued interest on the principal amount being redeemed to the date of redemption. In the event that the Company elects to exercise its right to redeem Senior Debentures, the Company shall mail a notice of such redemption to each Holder of record of the Senior Debentures by first-class mail at least 30 and not more than 60 days prior to the date fixed for redemption. Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Senior Debentures. "Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue (as defined below), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker (as defined below) as having a maturity comparable to the remaining term of the Senior Debentures or, if no such security exists, a security that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Senior Debentures. "Independent Investment Banker" means Morgan Stanley & Co. Incorporated or, if such firm is not willing or able to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Trustee. "Comparable Treasury Price" means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding such redemption date, as 3 12 set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (ii) if such release (or any successor release) is not published or does not contain such prices on such Business Day, (A) the average of the Reference Treasury Dealer Quotations (as defined below) for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer (as defined below), and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer as of 3:30 p.m., New York City time, on the third Business Day preceding such redemption date. "Reference Treasury Dealer" means each of Morgan Stanley & Co. Incorporated, any other primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer") so designated by the Trustee, and their respective successors; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer. "Remaining Scheduled Payments" means, with respect to any Senior Debenture, the remaining scheduled payments of the principal thereof to be redeemed and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not an Interest Payment Date, the amount of the next succeeding scheduled interest payment on the Senior Debentures to be redeemed shall be reduced by the amount of interest accrued thereon to such redemption date. Upon the occurrence of a Tax Event (as defined below), the Company shall have the right, without the consent of the Holders of the Senior Debentures, to advance the Stated Maturity of the Senior Debentures to the extent required, in the written opinion of a nationally recognized independent tax counsel experienced in such matters, such that, after advancing the Stated Maturity, interest paid on the Senior Debentures will be deductible for United States Federal income tax purposes. In the event that the Company elects to exercise its right to advance the Stated Maturity of the Senior Debentures on the occurrence of a Tax Event, the Company shall mail a notice of the advanced Stated Maturity to each Holder of record of the Senior Debentures by first-class mail not more than 60 days after the occurrence of such Tax Event, stating the new Stated Maturity of the Senior Debentures, and will cause the Senior Debentures to be amended accordingly. Such notice shall be effective immediately upon mailing. "Tax Event" means that the Company shall have received the written opinion of a nationally recognized independent tax counsel experienced in such matters to the effect that, on or after the date of the original issuance of the Senior Debentures, as a result of (i) any amendment to, clarification of, or change (including any announced prospective change) in laws, 4 13 or any proposed, temporary or final regulations thereunder, of the United States, (ii) any judicial decision, official administrative pronouncement, authorization, ruling, regulatory procedure, notice or announcement, including any notice or announcement of proposal to adopt such procedures or regulations (an "Administrative Action"), or (iii) any amendment to, clarification of, or change in the official position or the interpretation of such Administrative Action or judicial decision that differs from the theretofore generally accepted position, in each case on or after the date of the original issuance of the Senior Debentures, such change in tax laws or regulations creates a more than insubstantial risk that interest paid by the Company on the Senior Debentures is not, or will not be, deductible, in whole or in part, by the Company for United States Federal income tax purposes. Notwithstanding Article Twelve of the Indenture, no Sinking Fund will be established with respect to the Senior Debentures and the Senior Debentures shall not be subject to any Sinking Fund payments. Articles Ten and Thirteen of the Indenture shall be applicable in their entirety to the Senior Debentures. If an Event of Default with respect to the Senior Debentures shall occur and be continuing, the principal of the Senior Debentures may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance at any time of (A) the entire indebtedness of the Senior Debentures or (B) certain restrictive covenants and Events of Default with respect to the Senior Debentures, in each case upon compliance with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Senior Debentures under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Senior Debentures at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Senior Debentures at the time Outstanding, on behalf of the Holders of all the Senior Debentures, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Senior Debenture shall be conclusive and binding upon such Holder and upon all future Holders of this Senior Debenture and of any Senior Debenture issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Senior Debenture. The Indenture provides that no Holder of any Senior Debenture may enforce any remedy under the Indenture except in the case of failure of the Trustee to act after notice of default and after request by the Holders of not less than 25 percent in principal amount of the Outstanding 5 14 Senior Debentures and the offer and, if requested, provision to the Trustee of reasonable indemnity satisfactory to the Trustee; provided, however, that such provision shall not prevent the Holder hereof from enforcing payment of the principal of or interest on this Senior Debenture after the same shall have become due. No reference herein to the Indenture and no provision of this Senior Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Senior Debenture at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Senior Debenture is registrable in the Security Register, upon surrender of this Senior Debenture for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar and duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Senior Debentures, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Debentures are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Senior Debentures are exchangeable for a like aggregate principal amount of Senior Debentures of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made to the Holder for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Senior Debenture for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Senior Debenture is registered as the owner hereof for all purposes, whether or not this Senior Debenture be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Senior Debenture and the rights of the Holder hereof shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: August 6, 1997 NOBLE AFFILIATES, INC. Attest: By: -------------------------------- Robert Kelley, Chairman, President and Chief Executive Officer - ------------------------------------------- Name: ---------------------------- Title: ------------------------------------ 6 15 ASSIGNMENT FOR VALUE RECEIVED --------------------------------------------------- hereby sell(s), assign(s) and transfer(s) unto (PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- the within Senior Debenture, hereby irrevocably constituting and appointing attorney to transfer the said Senior Debenture on the books of the Company, with full power of substitution in the premises. Date: ------------------------------------- ----------------------------- ----------------------------- Signature(s) Note: The signature(s) to this assignment must correspond with the name as it appears upon the face of - ------------------------------- the within Senior Debenture Signature Guarantee in every particular, without alteration, or enlargement or any change whatever. Note: Signature(s) must be guaranteed by an eligible guarantor institution meeting the requirements of the Trustee, which requirements will include membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 7 EX-27 3 FINANCIAL DATA SCHEDULE
5 0000072207 NOBLE AFFILIATES, INC. 1,000 6-MOS DEC-31-1997 JAN-1-1997 JUN-30-1997 79,060 0 140,832 0 2,763 231,821 2,680,095 (1,142,349) 1,841,477 179,705 706,384 0 0 194,652 574,272 1,841,477 384,982 559,122 0 291,758 158,094 0 27,467 81,803 30,288 0 0 0 0 51,515 .91 .91
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