-----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, O9G3EGDaIXJWMy7jzxFGWUL1GnDZf08oNZurS5YjMocdq9qocPuz+bBNlM+vLzOA XX0Uj5HQIno3ygN0GowOsw== 0001031523-06-000009.txt : 20060712 0001031523-06-000009.hdr.sgml : 20060712 20060712124032 ACCESSION NUMBER: 0001031523-06-000009 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060712 DATE AS OF CHANGE: 20060712 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: ID 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: 06957774 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 finalrem.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 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) July 1, 2006 ------------------------ (Date of event which requires filing of this Statement) Page 1 of 6 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 0 Owned by Each 9) Sole Dispositive Power 0 Reporting Person With: 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person zero (0) shares 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13) Percent of Class Represented by Amount in Row (11) 0% Page 2 of 6 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 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 0 Owned by Each 9) Sole Dispositive Power 0 Reporting Person With: 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person zero (0) shares 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares Page 3 of 6 13) Percent of Class Represented by Amount in Row (11) 0% 14) Type of Reporting Person PN ***** This Amendment No. 6 ("Amendment No. 6") 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, Amendment No. 4 to the Schedule 13D filed October 14, 2004, and Amendment No. 5 to the Schedule 13D filed February 24, 2005. The Schedule 13D relates to the Common Stock, par value $.01 per share (the "Common Stock"), of Remington Oil & Gas Corporation, a Delaware corporation ("Issuer"). The J.R. Simplot Self-Declaration of Revocable Trust (the "Trust") and JRS Properties III L.P. ("JRS Properties III") file this Amendment No. 6 to report changes in ownership of Common Stock held by the Trust and JRS Properties III, and to report the termination of filing obligations as a result of Issuer's July 1, 2006 merger with Helix Energy Solutions Group, Inc. (the "Merger"). Except as expressly set forth in this Amendment No. 6, 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. 6 is being filed on behalf of the Reporting Persons described in the cover pages hereof, and as previously identified in the Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration. n/a Item 4. Purpose of the Transaction. See Item 5. Page 4 of 6 Item 5. Interest in Securities of the Issuer. (a) Effective July 1, 2006 (the "Merger Date"), REM merged into a subsidiary of Helix. In the Merger, each share of REM Common Stock was converted into (i) .436 shares of Helix common stock and (ii) $27.00 cash. The termination of REM's existence results in the Reporting Persons owning zero (0) shares of REM Common Stock. (b) n/a (c) On June 27, 2006, JRS Properties III distributed in a private transaction 2,870,588 shares of Common Stock to the Trust as partial redemption of the Trust's limited partnership interest in JRS Properties III based on the price of REM Common Stock on June 1, 2006 which was $42.50 per share. (d ) n/a (e) As of the Merger Date, REM's existence terminated. The shares of Helix common stock issued to the Trust and to Properties equal approximately 2.2% of the outstanding Helix common stock, and therefore neither the Trust nor JRS Properties III, individually or collectively, will be a reporting person with respect to Helix common stock. 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. The J.R. Simplot Self-Declaration of Revocable Trust Date: July 11, 2006 By /s/ J.R. Simplot, Trustee __________________________________ J.R. Simplot, Trustee By /s/ Ronald N. Graves __________________________________ Ronald N. Graves, Attorney-In-Fact Page 5 of 6 Date: July 11, 2006 By /s/ J.R. Simplot __________________________________ J.R. Simplot By: /s/ Ronald N. 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: July 11, 2006 By /s/ Scott R. Simplot __________________________________ Scott R. Simplot, Manager Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----