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; 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 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.
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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
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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