-----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, QQ6VbdJ4Su54G8VURcZXGselLfODY8F9Tek1ydRBFKJFzZFvNKRHT8mMVjG+Rbtp FmoRYyKrxFlQrCl9sRvn6Q== 0000950150-97-000528.txt : 19970410 0000950150-97-000528.hdr.sgml : 19970410 ACCESSION NUMBER: 0000950150-97-000528 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970409 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHIEFTAIN INTERNATIONAL FUNDING CORP CENTRAL INDEX KEY: 0000891159 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980127391 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11508 FILM NUMBER: 97577491 BUSINESS ADDRESS: STREET 1: 1201 TORONTO DOMINION TOWER STREET 2: EDMONTON CENTRE EDMONTON CITY: T5J 2Z1 STATE: A0 BUSINESS PHONE: 4034251950 MAIL ADDRESS: STREET 1: 1201 TD TOWER STREET 2: EDMONTON CENTRE EDMONTON CITY: ALBERTA T5J 2Z1 STATE: A0 10-K/A 1 AMMENDMENT TO FORM 10-K 1 FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- Amendment No. 1 [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 Commission File number 33-51630: - -------------------------------- CHIEFTAIN INTERNATIONAL FUNDING CORP. ------------------------------------- (Exact name of registrant as specified in its charter) NEVADA 98-0127391 - -------------------------------------------------------------- ------------------------------------ (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) ----------------------- 1201 TORONTO DOMINION TOWER, EDMONTON CENTRE, EDMONTON, ALBERTA, CANADA T5J 2Z1 - ----------------------------------------------------- ------------- (Address of Registrant's principal executive offices) (Postal Code) Registrant's telephone number, including area code: (403) 425-1950
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which registered - ------------------- ----------------------------------------- $1.8125 Convertible Redeemable Preferred Stock......... American Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None 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 --- --- 2 CHIEFTAIN INTERNATIONAL FUNDING CORP. 1996 FORM 10-K/A ANNUAL REPORT Table of Contents
PART III Page Item 10. Directors and Executive Officers .................... 2 Signatures .......................................................... 5
3 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS The Board of Directors of the Company consists of not less than three nor more than ten directors. The number of directors within these limits is fixed from time to time by resolution of the Board of Directors and is currently seven. Directors are elected annually by the common stockholder to hold office until the close of the next ensuing annual meeting. Information is presented below with respect to the directors of the Company. The information includes age as of the date hereof, present position with the Company and other business experience during the past five years. All of the directors of the Company have served as such since the Company's formation in November, 1992 and all are also directors of Chieftain International (U.S.) Inc., the immediate parent of the Company and Chieftain International, Inc., the ultimate parent of the Company. Also presented is information with respect to their ownership of securities of the Company and its ultimate parent, and the ownership of such securities by the directors and executive officers as a group. A director need not be a shareholder of the Company.
SHARES BENEFICIALLY OWNED AND PERCENT OF CLASS(1) AS AT FEBRUARY 28, 1997 ------------------------------------------------- COMMON SHARES PREFERRED SHARES OF OF CHIEFTAIN INTERNATIONAL INC. CHIEFTAIN FUNDING(2) ---------------------------- -------------------- HUGH J. KELLY, 71, Director, Corporate Director and Energy Consultant.(3) ....... 24,333(4) -- 10,000 -- JOHN E. MAYBIN, 72, Director, Corporate Director and Consultant. ................. 24,333(4) -- -- -- STANLEY A. MILNER, A.O.E., LL.D., 68, Director, President and Chief Executive Officer of Chieftain International Inc.(5) ....... 649,996(6) 4.63% 39,000 1.43%
2 4
SHARES BENEFICIALLY OWNED AND PERCENT OF CLASS(1) AS AT FEBRUARY 28, 1997 ------------------------------------------------- COMMON SHARES PREFERRED SHARES OF OF CHIEFTAIN INTERNATIONAL INC. CHIEFTAIN FUNDING(2) ---------------------------- -------------------- DAVID E. MITCHELL, O.C., 70 Chairman of the Board, Chairman of Alberta Energy Company Ltd.(7)....... 33,333(4) -- -- -- LOUIS G. MUNIN, 63, Director, Corporate Director and Financial Consultant.(8)..... 27,333(4) -- 2,000 -- ESTHER S. ONDRACK, 56, Director, Senior Vice President and Secretary of Chieftain International, Inc.(9)........ 90,770(10) -- -- -- STUART T. PEELER, 67, Director, Corporate Director and Petroleum Industry Consultant.(11).............. 23,333(12) -- 21,500 -- DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP.......... 1,071,958(13) 7.65% 77,875 2.86%
(1) Percentages of less than one are omitted. (2) Each $1.8125 Convertible Redeemable Preferred Share of Chieftain International Funding Corp. is convertible into 1.25 Common Shares of Chieftain International, Inc. (3) Mr. Kelly retired as President and Chief Executive Officer of Ocean Drilling & Exploration Company in 1989. He is a director of Baroid Corporation, Central Louisiana Electric Co. Inc.. Hibernia National Bank and Tidewater Inc. (4) Includes options, exercisable within 60 days, to purchase 23,333 shares. (5) Mr. Milner was President and Chief Executive Officer of Chieftain Development Co. Ltd. from the time of its incorporation in 1964 until 1988. He is a director of Canadian Pacific Limited. (6) Includes options, exercisable within 60 days, to purchase 90,000 shares. (7) Mr. Mitchell retired as President and Chief Executive Officer of Alberta Energy Company Ltd. on December 30, 1993. He is a director of Continental Airlines, Inc. and Lafarge Corporation. (8) Mr. Munin retired as Executive Vice President and Chief Financial Officer of Lafarge Corporation in 1989. He is a director of Lafarge Canada Inc. and Walden Residential Properties, Inc. (9) Mrs. Ondrack was formerly Senior Vice President, Administration and Secretary of Chieftain Development Co. Ltd. (10) Includes options, exercisable within 60 days, to purchase 69,166 shares. (11) Mr. Peeler retired as Chairman of the Board and Chief Executive Officer of Statex Petroleum, Inc. in 1989. He is a director of Calmat Co. and Homestake Mining Company. (12) Includes options, exercisable within 60 days, to purchase 15,833 shares. (13) Includes options, exercisable within 60 days, to purchase 422,763 shares. 3 5 EXECUTIVE OFFICERS The following table lists the name and age of each Executive Officer and all positions and offices with the Company held by each such person. The officers are appointed each year at the directors' meeting immediately following the annual meeting of the shareholder. The next such meeting will be held on May 15, 1997.
NAME AGE POSITION/OFFICE - ---- --- --------------- S.A. Milner, A.O.E., LL.D. 68 Director, President and Chief Executive Officer S.C. Hurley 47 Senior Vice President and Chief Operating Officer E.L. Hahn 59 Senior Vice President, Finance and Treasurer E.S. Ondrack 56 Director, Senior Vice President and Secretary R.A. McDougall 61 Vice President, Land S.J. Milner 39 Vice President, Drilling and Production R.J. Stefure 49 Controller
With the following exceptions all of the officers have held positions as officers of the Company since its incorporation in 1992 and each officer presently holds and has held for more than five years positions as officers of Chieftain International, Inc. and Chieftain International (U.S.) Inc., the former, in each case, being his or her principal occupation. Mr. Hurley joined Chieftain in September, 1995 prior to which time he was the Vice President Exploration of a U.S.-based integrated oil company. S.J. Milner and R.J. Stefure were appointed officers of the Company in June, 1995 and prior thereto held management positions with the Company and its immediate and ultimate parents. There are no family relationships between any executive officer, director, or person nominated or chosen to become a director or executive officer except between S.A. Milner and D.E. Mitchell, O.C. who are first cousins and between S.A. Milner and S.J. Milner who are father and son. 4 6 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. CHIEFTAIN INTERNATIONAL FUNDING CORP. by: /s/ EDWARD L. HAHN ------------------------------ Edward L. Hahn Senior Vice President, Finance and Treasurer Dated: April 8, 1997 5 -----END PRIVACY-ENHANCED MESSAGE-----