SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2002
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period from to
Commission file number 333-88297
| A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
VINTAGE PETROLEUM, INC.
401(k) PLAN
| B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
VINTAGE PETROLEUM, INC.
110 West Seventh Street
Tulsa, Oklahoma 74119
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Vintage Petroleum, Inc. 401(k) Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| VINTAGE PETROLEUM, INC. 401(k) PLAN | ||||
| By: |
Vintage Petroleum, Inc. Plan Administrator | |||
| Date: June 27, 2003 | By: |
/s/ Michael F. Meimerstorf Michael F. Meimerstorf Vice President and Controller | ||
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VINTAGE PETROLEUM, INC. 401(k) PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
| PAGE | ||
| 4 | ||
| 5 | ||
| Financial Statements |
||
| Statements of Net Assets Available for Benefits—December 31, 2002 and 2001 |
6 | |
| Statement of Changes in Net Assets Available for Benefits—Year Ended December 31, 2002 |
7 | |
| 8-11 | ||
| Supplemental Schedules |
||
| Appendix I—Schedule H, Item 4i—Schedule of Assets (Held at End of Year)—December 31, 2002 |
12 | |
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Report of Independent Auditors
To the Advisory Committee
of the Vintage Petroleum, Inc. 401(k) Plan
We have audited the accompanying statement of net assets available for benefits of the Vintage Petroleum, Inc. 401(k) Plan (the Plan) as of December 31, 2002, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The statement of net assets of the Plan as of December 31, 2001, was audited by other auditors who have ceased operations and whose report dated April 24, 2002, expressed an unqualified opinion.
We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2002, and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States.
Our audit was performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2002 is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule has been subjected to the auditing procedures applied in the audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
ERNST & YOUNG LLP
Tulsa, Oklahoma
June 12, 2003
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This report is a copy of the previously issued report of Arthur Andersen LLP included in the Form 11-K of the Vintage Petroleum, Inc. 401(k) Plan for the fiscal year ended December 31, 2001. This report has not been reissued by Arthur Andersen LLP.
Report of Independent Public Accountants
To the Advisory Committee
of the Vintage Petroleum, Inc. 401(k) Plan:
We have audited the accompanying statements of net assets available for benefits of the Vintage Petroleum, Inc. 401(k) Plan (the Plan) as of December 31, 2001 and 2000, and the related statement of changes in net assets available for benefits for the year ended December 31, 2001. These financial statements and the schedules referred to below are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2001 and 2000, and the changes in net assets available for benefits for the year ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.
The schedules of assets held for investment purposes and reportable transactions that accompany the Plan’s financial statements do not disclose the historical cost of certain plan assets held by the Plan Trustee. Disclosure of this information is required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.
ARTHUR ANDERSEN LLP
Tulsa, Oklahoma
April 24, 2002
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VINTAGE PETROLEUM, INC. 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
| December 31, | ||||||
| 2002 |
2001 | |||||
| ASSETS: |
||||||
| Investments, at fair value |
$ | 17,548,010 | $ | 19,075,211 | ||
| Participant loans |
624,360 | 707,613 | ||||
| Total investments |
18,172,370 | 19,782,824 | ||||
| Accrued interest and dividends |
59,398 | 42,461 | ||||
| Contributions receivable |
81,732 | 29,429 | ||||
| Loan payments receivable |
6,103 | 2,883 | ||||
| Due from broker |
20,818 | — | ||||
| NET ASSETS AVAILABLE FOR BENEFITS |
$ | 18,340,421 | $ | 19,857,597 | ||
The accompanying notes are an integral part of these statements.
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VINTAGE PETROLEUM, INC. 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
| Year Ended December 31, |
||||
| ADDITIONS TO NET ASSETS ATTRIBUTED TO: |
||||
| Employer contributions |
$ | 1,398,461 | ||
| Employee contributions |
2,050,906 | |||
| Investment income— |
340,395 | |||
| Total additions |
3,789,762 | |||
| DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: |
||||
| Benefits paid to participants |
(898,895 | ) | ||
| Net depreciation in fair value of investments |
(4,408,043 | ) | ||
| Total deductions |
(5,306,938 | ) | ||
| Net decrease |
(1,517,176 | ) | ||
| NET ASSETS AVAILABLE FOR BENEFITS, beginning of year |
19,857,597 | |||
| NET ASSETS AVAILABLE FOR BENEFITS, end of year |
$ | 18,340,421 | ||
The accompanying notes are an integral part of this statement.
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VINTAGE PETROLEUM, INC. 401(k) PLAN
DECEMBER 31, 2002 and 2001
1. PLAN DESCRIPTION:
The following description of the Vintage Petroleum, Inc. 401(k) Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan covering substantially all employees of Vintage Petroleum, Inc. (the Company) who are at least 21 years of age. The Plan was established on December 11, 1992, effective for the year beginning January 1, 1993. The Plan is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Plan Administration
Under a trust agreement dated December 11, 1992, Bank of Oklahoma, N.A. (the Trustee) was appointed trustee for the Plan. The Plan is administered by the Company, which has appointed an advisory committee to assist the Company with its duties as Plan Administrator.
Contributions
Participants may elect to contribute from 1% to 25% of their compensation, as defined in the Plan agreement, through payroll deductions subject to certain limitations. Prior to September 16, 2002, participants’ contributions were limited to 15% of their compensation. The Company makes discretionary matching contributions. During 2002, the Company matched 100% of participants’ contributions up to 6% of their compensation and such matching contributions were initially invested in the common stock of the Company.
In addition to the matching contribution, the Company may make a discretionary contribution, which is determined and approved by the Board of Directors annually. No discretionary contributions were made in 2002.
Effective March 11, 2002, the Plan was amended to allow participants the right to direct the Trustee to convert any discretionary matching contributions made by the Company, which were initially invested in the common stock of the Company, to any other investment option available under the Plan.
Effective September 16, 2002, the Plan was amended to allow participants age 50 and over to make an additional contribution of $1,000.
Participant Accounts
Each participant’s account is credited with his or her contributions, the Company matching contributions and the earnings thereon. The participant’s benefit is the vested portion of the account that can be distributed from the participant’s account.
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Vesting
Participants are immediately vested in their rollover contributions, elective deferral contributions and the earnings thereon. Participants are vested in the remainder of their accounts based upon years of service whereby partial vesting begins after one year of service. Participants are fully vested after five years of service.
Forfeitures
Forfeitures resulting from participants withdrawing from the Plan and leaving unvested balances are used to reduce Company contributions. For the year ended December 31, 2002, $31,480 of forfeitures were used to reduce Company contributions. As of December 31, 2002, $6,019 was available to offset future Company contributions.
Participant Loans
The Plan has a loan policy whereby participants can obtain interest-bearing loans from their account balances in the Plan. The interest rate applied to the participant loans is equal to the National Prime Rate on the first business day of the month the loan is obtained plus 1%. Loan limitations are subject to Internal Revenue Service (IRS) regulations, as well as the Plan’s policy, which specifies a minimum loan amount of $1,000 and limits loans to 50% of the participant’s deferral account balance, not to exceed $50,000.
Payments of Benefits
Upon retirement, death, disability, or termination of service, a participant (or the designated beneficiary in the event of death) may elect to receive a lump-sum distribution equal to his or her vested account balance. In addition, hardship distributions are permitted if certain criteria defined by the Plan agreement are met.
Plan Termination
The Company anticipates and believes that the Plan will continue without interruption but reserves the right to discontinue the Plan at its discretion. In the event that such discontinuance results in the termination of the Plan, all amounts credited to participant accounts will become 100% vested. The net assets of the Plan will be distributed by the Trustee in accordance with the trust agreement in a uniform and nondiscriminatory manner.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting
The Plan’s financial statements are presented on the accrual basis of accounting. Benefits paid to participants are recorded upon distribution.
Use of Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires the Plan’s management to use estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
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Investment Valuation
Cash is stated at cost. Company common stock is valued at fair value based on the last reported sales price on the last business day of the year. Shares of mutual funds are valued at fair value based on the net asset values of the shares held by the Plan at year end.
Purchases and sales of securities are recorded on a trade-date basis. Cash settlements of purchases and sales occur after the trade date resulting in amounts due to or from the broker. Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis.
The Plan provides for a variety of investment options. Investments, in general, are exposed to various risks, such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investments, it is reasonably possible that changes in the values of investments will occur in the near term and such changes could materially affect the amounts reported in the statements of net assets available for benefits.
Plan Expenses
The Company has paid all administrative expenses of the Plan, including Trustee fees, for the year ended December 31, 2002, which totaled $44,809. The Plan allows the Company to be reimbursed for expenses incurred on its behalf. The Company does not intend to collect reimbursement for any expenses incurred by the Plan in the past but maintains the option of being reimbursed for future expenses.
3. INVESTMENTS:
The fair value of individual investments that represent 5% or more of the Plan’s net assets available for benefits are as follows:
| December 31, | ||||||
| 2002 Market Value |
2001 Market Value | |||||
| American Performance Cash Management Fund |
$ | 1,293,316 | $ | 1,073,310 | ||
| PIMCO Total Return Institutional Fund |
1,182,562 | * | ||||
| Invesco Balanced Fund |
* | 1,008,019 | ||||
| Vanguard 500 Index Fund |
1,759,309 | 2,079,797 | ||||
| Vintage Petroleum, Inc. Common Stock |
10,795,762 | 12,707,426 | ||||
| * | Investment does not exceed 5% of Plan assets |
During 2002, the Plan’s investments (including investments purchased and sold, as well as held during the year) depreciated in fair value as follows:
| Mutual Funds |
$ | (1,872,752 | ) | |
| Vintage Petroleum, Inc. Common Stock |
(2,535,291 | ) | ||
| $ | (4,408,043 | ) | ||
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4. NONPARTICIPANT-DIRECTED INVESTMENTS:
Information about the net assets relating to the nonparticipant-directed investments as of December 31, 2001 is as follows:
| Net assets: |
|||
| Company common stock |
$ | 6,322,711 | |
| Cash and cash equivalents |
5,989 | ||
| Contributions receivable |
11,809 | ||
| Other |
5 | ||
| $ | 6,340,514 | ||
Effective March 11, 2002, the Plan was amended to allow participants the right to direct the Trustee to convert any discretionary matching contributions made by the Company, which were initially invested in the common stock of the Company, to any other investment option available under the Plan.
5. TAX STATUS:
The Plan Sponsor has not received a determination letter from the Internal Revenue Service on their adoption of the nonstandardized prototype plan. In accordance with Revenue Procedure 2002-6, the Plan Sponsor has chosen to rely on the current opinion letter that has been issued to the prototype plan dated August 30, 2001, stating that the prototype plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to this issuance of the determination letter, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt.
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APPENDIX I
VINTAGE PETROLEUM, INC. 401(k) PLAN
SCHEDULE H, ITEM 4i-SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2002
EIN NO. 73-1182669
| Identity of issue, borrower, lessor or similar party |
Description of investment including maturity date, rate of interest, collateral, par or maturity value |
Cost |
Current Value | |||||
| Bank of Oklahoma |
Cash |
** | $ | 62,101 | ||||
| Bisys Fund Services |
American Performance Cash Management Fund |
** | 1,293,316 | |||||
| Goldman Sachs Asset Management Group |
Goldman Sachs Growth Opportunity Fund |
** | 38,681 | |||||
| AIM Distributors, Inc. |
AIM Constellation A Fund |
** | 663,394 | |||||
| SWS Financial Services |
American AAdvantage International Equity Fund |
** | 585,356 | |||||
| Invesco Funds Group |
Invesco Balanced Fund |
** | 872,618 | |||||
| The Vanguard Group |
Vanguard LifeStrategy Conservative Growth Fund |
** | 46,381 | |||||
| The Vanguard Group |
Vanguard LifeStrategy Moderate Growth Fund |
** | 44,844 | |||||
| The Vanguard Group |
Vanguard LifeStrategy Growth Fund |
** | 31,548 | |||||
| The Vanguard Group |
Vanguard LifeStrategy Income Fund |
** | 54,457 | |||||
| The Vanguard Group |
Vanguard 500 Index Fund |
** | 1,759,309 | |||||
| PIMCO Funds Distributors LLC |
PIMCO Total Return Institutional Fund |
** | 1,182,562 | |||||
| Federated Investors, Inc. |
Federated Capital Preservation Fund |
** | 117,681 | |||||
| *Vintage Petroleum, Inc. |
Common stock, $.005 par value, 1,023,295 shares |
** | 10,795,762 | |||||
| ** | $ | 17,548,010 | ||||||
| *Various Plan Participants |
Participant loans with interest rates from 5.25% to 10.5% and various maturities |
$ | 624,360 | $ | 624,360 | |||
| * | Party-in-interest. |
| ** | This column is not applicable to participant directed investments. |
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EXHIBIT INDEX
| EXHIBIT NUMBER |
EXHIBIT | |
| 23.1 | Consent of Independent Auditors | |
| 23.2 | Statement Regarding Consent of Arthur Andersen LLP | |
| 99.1 | Certificate pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 99.2 | Certificate pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
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