0001031523-05-000001.txt : 20120626 0001031523-05-000001.hdr.sgml : 20120626 20050224154920 ACCESSION NUMBER: 0001031523-05-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050224 DATE AS OF CHANGE: 20050224 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIMPLOT J R CENTRAL INDEX KEY: 0000947911 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 2083362110 MAIL ADDRESS: STREET 1: 999 MAIN ST CITY: BOISE STATE: IA ZIP: 83702 FORMER COMPANY: FORMER CONFORMED NAME: SIMPLOT J R ET AL DATE OF NAME CHANGE: 19950712 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REMINGTON OIL & GAS CORP CENTRAL INDEX KEY: 0000874992 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752369148 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46185 FILM NUMBER: 05637451 BUSINESS ADDRESS: STREET 1: 8201 PRESTON RD STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2148908000 MAIL ADDRESS: STREET 1: 8201 PRESTON RD STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75225-6211 FORMER COMPANY: FORMER CONFORMED NAME: BOX ENERGY CORP DATE OF NAME CHANGE: 19930328 SC 13D/A 1 amendnofive.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 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) February 24, 2005 ----------------------------- (Date of event which requires filing of this Statement) Page 1 of 7 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; ###-##-#### 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 587,033 Owned by Each 9) Sole Dispositive Power 0 Reporting Person With: 10) Shared Dispositive Power 587,033 11) Aggregate Amount Beneficially Owned by Each Reporting Person 587,033 shares 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13) Percent of Class Represented by Amount in Row (11) 2.1% Page 2 of 7 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 Page 3 of 7 13) Percent of Class Represented by Amount in Row (11) 16.5% 14) Type of Reporting Person PN ***** This Amendment No. 5 ("Amendment No. 5") 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, Amendment No. 3 to the Schedule 13D filed January 21, 2003, and Amendment No. 4 to the Schedule 13D filed October 14, 2004. 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. 5 is to report sales of Common Stock by J.R. Simplot Foundation, Inc. (the "Foundation") resulting in a 1% change in holdings. Except as expressly set forth in this Amendment No. 5, 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. 5 is being filed on behalf of the same Reporting Persons described in Amendment No. 4 and in the cover pages hereof. 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) (1) JRS Properties III beneficially owns and has voting and investment power with respect to 4,592,595 shares of Common Stock, representing 16.5% of the outstanding Common Stock. Page 4 of 7 (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 587,033 shares of Common Stock held by the Foundation, representing 2.1% of the outstanding Common Stock. (b) See Item 5(a). During the past sixty days, the following shares of Common Stock have been sold by the Foundation in open market transactions. SALE DATE NO. OF SHARES PRICE PER SHARE --------- ------------- --------------- 12/15/2004 5,000 $27.29 12/16/2004 5,000 $27.61 12/17/2004 5,000 $27.71 12/20/2004 7,500 $27.54 12/21/2004 7,500 $27.27 12/22/2004 5,000 $27.65 12/23/2004 5,000 $27.80 12/27/2004 4,000 $27.79 12/28/2004 4,000 $27.40 12/29/2004 4,000 $27.38 12/30/2004 4,000 $27.43 12/31/2004 4,000 $27.35 1/5/2005 3,000 $25.87 1/6/2005 3,000 $25.38 1/7/2005 3,000 $25.03 1/18/2005 7,500 $28.36 1/19/2005 7,500 $28.83 1/20/2005 7,500 $28.04 1/24/2005 7,500 $28.76 1/25/2005 7,500 $28.69 1/26/2005 7,500 $28.55 1/27/2005 7,500 $29.50 1/28/2005 7,500 $28.41 2/1/2005 5,000 $29.52 2/2/2005 5,000 $29.66 2/3/2005 5,000 $29.38 2/4/2005 5,000 $29.42 Page 5 of 7 2/7/2005 5,000 $29.38 2/8/2005 5,000 $28.85 2/9/2005 5,000 $29.31 2/10/2005 5,000 $29.41 2/11/2005 5,000 $29.31 (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 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. Date: February 24, 2005 The J.R. Simplot Self-Declaration of Revocable Trust By /s/ J.R. Simplot, Trustee ----------------------------------------- J.R. Simplot, Trustee By: /s/ Ronald Graves, Attorney in Fact -------------------------------- /s/ J.R. Simplot Date: February 24, 2005 ---------------------------------------- J.R. Simplot By: /s/ Ronald Graves, Attorney in Fact ---------------------------------- Page 6 of 7 Date: February 24, 2005 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/ Scott R. Simplot, Manager -------------------------------------- Page 7 of 7