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
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(Name of Issuer)
Common Stock ($.01 par value)
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(Title of Class of Securities)
759594302
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(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;
518-34-0145
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%
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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.
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(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
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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
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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
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