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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               -----------------

   (Mark One)                      FORM 10-K/A
                                 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, 1998

                                       OR

      [ ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                For the transition period from _______ to _______


                         Commission file number: 0-7062


                             Noble Affiliates, Inc.
             (Exact name of registrant as specified in its charter)

        Delaware                                         73-0785597
(State of incorporation)                 (I.R.S. employer identification number)

            110 West Broadway                               73401
            Ardmore, Oklahoma
(Address of principal executive offices)                  (Zip Code)

               Registrant's telephone number, including area code:
                                 (580) 223-4110


           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:


                                                   Name of Each Exchange on
       Title of Each Class                             Which Registered
       -------------------                         ------------------------
Common Stock, $3.33-1/3 par value                New York Stock Exchange, Inc.
Preferred Stock Purchase Rights                  New York Stock Exchange, Inc.


        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 [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [X]

         Aggregate market value of Common Stock held by nonaffiliates as of
February 12, 1999: $1,095,000,000.

         Number of shares of Common Stock outstanding as of February 12, 1999:
56,981,008.


                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the Registrant's definitive proxy statement for the 1999
Annual Meeting of Stockholders to be held on April 27, 1999, which will be filed
with the Securities and Exchange Commission within 120 days after December 31,
1998, are incorporated by reference into Part III.

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         The Index to Exhibits of Noble Affiliates, Inc.'s Annual Report on Form
10-K for the fiscal year ended December 31, 1998 (the "1998 Form 10-K"), to
which reference is made in Item 14 of the 1998 Form 10-K for a list of the
exhibits to the 1998 Form 10-K, is hereby amended to reflect the inclusion
therein and the filing herewith of a new Exhibit 99.1 containing the financial
statements required by Form 11-K for the fiscal year ended December 31, 1998
with respect to the Noble Affiliates Thrift and Profit Sharing Plan, and such
Index to Exhibits is restated in its entirety following the signature page
hereto.



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                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment
No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.

                                       NOBLE AFFILIATES, INC.



Date:  June 29, 1999                   By:   /s/ James L. McElvany
                                             -----------------------------------
                                             James L. McElvany,
                                             Vice President and Controller



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                               INDEX TO EXHIBITS

Exhibit Number+ Description** - ------- ------------- 3.1 -- Certificate of Incorporation, as amended, of the Registrant as currently in effect (filed as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1987 and incorporated herein by reference). 3.2 -- Certificate of Designations of Series A Junior Participating Preferred Stock of the Registrant dated August 27, 1997 (filed Exhibit A of Exhibit 4.1 to the Registrant's Registration Statement on Form 8-A filed on August 28, 1997 and incorporated herein by reference). 3.3 -- Composite copy of Bylaws of the Registrant as currently in effect (filed as Exhibit 3.4 to the Registrants' Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated herein by reference). 4.1 -- Indenture dated as of October 14, 1993 between the Registrant and U.S. Trust Company of Texas, N.A., as Trustee, relating to the Registrant's 7 1/4% Notes Due 2023, including form of the Registrant's 7 1/4% Note Due 2023 (filed as Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1993 and incorporated herein by reference). 4.2 -- Indenture relating to Senior Debt Securities dated as of April 1, 1997 between the Registrant and U.S. Trust Company of Texas, N.A., as Trustee (filed as Exhibit 4.1 to the Registrant's Quarterly Report on Form 10- Q for the quarter ended March 31, 1997 and incorporated herein by reference). 4.3 -- First Indenture Supplement relating to $250 million of the Registrant's 8% Senior Notes Due 2027 dated as of April 1, 1997 between the Registrant and U.S. Trust Company of Texas, N.A., as Trustee (filed as Exhibit 4.2 to the Registrant's Quarter Report on Form 10-Q for the quarter ended March 31, 1997 and incorporated herein by reference). 4.4 -- Second Indenture Supplement, between the Company and U.S. Trust Company of Texas, N.A. as trustee, relating to $100 million of the Registrant's 7 1/4% Senior Debentures Due 2097 dated as of August 1, 1997 (filed as Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994 and incorporated herein by reference). 4.5 -- Rights Agreement, dated as of August 27, 1997, between the Registrant and Liberty Bank and Trust Company of Oklahoma City, N.A., as Right's Agent (filed as Exhibit 4.1 to the Registrant's Registration Statement on Form 8-A filed on August 28, 1997 and incorporated herein by reference). 4.6 -- Amendment No. 1 to Rights Agreement dated as of December 8, 1998, between the Registrant and Bank One Trust Company, as successor Rights Agent to Liberty Bank and Trust Company of Oklahoma City, N.A. (filed as Exhibit 4.2 to the Registrant's Registration Statement on Form 8-A/A (Amendment No. 1) filed on December 14, 1998 and incorporated herein by reference.) 10.1* -- Samedan Oil Corporation Bonus Plan, as amended and restated on September 24, 1996 (filed as Exhibit 10.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 and incorporated herein by reference). 10.2* -- Restoration of Retirement Income Plan for certain participants in the Noble Affiliates Retirement Plan dated September 21, 1994, effective as of May 19, 1994 (filed as Exhibit 10.5 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference). 10.3* -- Noble Affiliates Thrift Restoration Plan dated May 9, 1994 (filed as Exhibit 10.6 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 and incorporated herein by reference). 10.4* -- Noble Affiliates Restoration Trust dated September 21, 1994, effective as of October 1, 1994 (filed as Exhibit 10.7 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 and incorporated herein by reference).
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Exhibit Number+ Description** - ------- ------------- 10.5* -- Noble Affiliates, Inc. 1992 Stock Option and Restricted Stock Plan, as amended and restated, dated November 2, 1992 (filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-8 (Registration No. 33-54084) and incorporated herein by reference). 10.6* -- 1982 Stock Option Plan of the Registrant (filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-8 (Registration No. 2-81590) and incorporated herein by reference). 10.7* -- Amendment No. 1 to the 1982 Stock Option Plan of the Registrant (filed as Exhibit 4.2 to the Registrant's Registration Statement on Form S-8 (Registration No. 2-81590) and incorporated herein by reference). 10.8* -- Amendment No. 2 to the 1982 Stock Option Plan of the Registrant (filed as Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference). 10.9* -- 1988 Nonqualified Stock Option Plan for Non-Employee Directors of the Registrant, as amended and restated, effective as of January 30, 1996 (filed as Exhibit 10.13 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated herein by reference). 10.10* -- Form of Indemnity Agreement entered into between the Registrant and each of the Registrant's directors and bylaw officers (filed as Exhibit 10.18 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference). 10.11 -- Guaranty of the Registrant dated October 28, 1982, guaranteeing certain obligations of Samedan (filed as Exhibit 10.12 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference). 10.12 -- Stock Purchase Agreement dated as of July 1, 1996, between Samedan Oil Corporation and Enterprise Diversified Holdings Incorporated (filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K (Date of Event: July 31, 1996) dated August 13, 1996 and incorporated herein by reference). 10.13* -- Noble Affiliates, Inc. 1992 Stock Option and Restricted Stock Plan, as amended and restated on December 10, 1996, subject to the approval of stockholders (filed as Exhibit 10.21 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated herein by reference). 10.14 -- Amended and Restated Credit Agreement dated as of December 24, 1997 among the Registrant, as borrower, and Union Bank of Switzerland, Houston agency, as the agent for the lender, and NationsBank of Texas, N.A. and Texas Commerce Bank National Association, as managing agents, and Bank of Montreal, CIBC Inc., The First National Bank of Chicago, Royal Bank of Canada, and Societe Generale, Southwest agency, as co-agents, and certain commercial lending institutions, as lenders (filed as Exhibit 10.20 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and incorporated herein by reference). 21 -- Subsidiaries. 23 -- Consent of Arthur Andersen LLP. 27.1 -- Financial Data Schedule. 27.2 -- Restated Financial Data Schedule. 99.1***-- Financial statements required by Form 11-K for the fiscal year ended December 31, 1997 with respect to the Noble Affiliates Thrift and Profit Sharing Plan (including the accountants' consent to incorporation thereof by reference).
6 - --------------- * Management contract or compensatory plan or arrangement required to be filed as an exhibit hereto. ** Copies of exhibits will be furnished upon prepayment of 25 cents per page. Requests should be addressed to the Senior Vice President - Finance and Treasurer, Noble Affiliates, Inc., Post Office Box 1967, Ardmore, Oklahoma 73402. *** Filed herewith. + Filed previously unless indicated otherwise.
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                                  EXHIBIT 99.1




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                  NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN

         FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
         AS OF DECEMBER 31, 1998 AND 1997
         TOGETHER WITH REPORT OF INDEPENDENT
         PUBLIC ACCOUNTANTS


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                 NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN


            INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES

                           DECEMBER 31, 1998 AND 1997




Financial Statements:

         Report of Independent Public Accountants

         Statements of Net Assets Available for Benefits at December 31, 1998
           and 1997

         Statement of Changes in Net Assets Available for Benefits for the Year
           Ended December 31, 1998

         Notes to Financial Statements

Supplemental Schedules:

I.       Line 27a - Schedule of Assets Held for Investment Purposes at December
         31, 1998

II.      Line 27d - Schedule of Reportable Transactions for the Year Ended
         December 31, 1998


All other schedules required by the Employee Retirement Income Security Act of
1974 and the regulations promulgated by the Department of Labor have been
omitted, since they are not applicable.



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                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Employee Benefits Committee and Participants of
Noble Affiliates Thrift and Profit Sharing Plan:

We have audited the accompanying statements of net assets available for benefits
of Noble Affiliates Thrift and Profit Sharing Plan as of December 31, 1998 and
1997, and the related statement of changes in net assets available for benefits
for the year ended December 31, 1998. 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 generally accepted auditing
standards. 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 Noble
Affiliates Thrift and Profit Sharing Plan as of December 31, 1998 and 1997, and
the changes in its net assets available for benefits for the year ended December
31, 1998, in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Supplemental Schedules I and II are
presented for purposes 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. The fund information in the
statements of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for additional analysis rather
than to present the net assets available for benefits and changes in net assets
available for benefits of each fund. The supplemental schedules and fund
information 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.

                                                       /s/ ARTHUR ANDERSEN


Oklahoma City, Oklahoma,
    April 30, 1999


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                 NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN


                 STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

                                DECEMBER 31, 1998


Fund A Fund B Fund C Fund I ----------- ----------- ----------- ----------- ASSETS: Cash $ 2,894 $ 837 $ 265 $ 42,155 Investments, at fair value- Money market funds - short-term 210,679 175,749 161,257 4,094,956 Common stocks: Noble Affiliates, Inc. -- -- -- -- Mutual funds -- 10,598,049 2,179,603 -- U.S. Government securities 411,321 -- -- -- Corporate bonds 2,385,505 -- -- -- Loans to participants -- -- -- -- ----------- ----------- ----------- ----------- Total investments 3,007,505 10,773,798 2,340,860 4,094,956 ----------- ----------- ----------- ----------- Receivables- Participants' contributions 15,501 56,731 13,710 12,480 Employer contributions 7,962 38,209 9,680 7,609 Interest and dividends 55,898 50,013 586 17,242 ----------- ----------- ----------- ----------- Total receivables 79,361 144,953 23,976 37,331 ----------- ----------- ----------- ----------- Total assets 3,089,760 10,919,588 2,365,101 4,174,442 LIABILITIES: Due to broker for securities purchased 1,477 5,429 870 1,796 ----------- ----------- ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $ 3,088,283 $10,914,159 $ 2,364,231 $ 4,172,646 =========== =========== =========== ===========
Fund M Fund N Fund L Fund V Total ----------- ----------- ----------- ----------- ----------- ASSETS: Cash $ 243 $ 1,231 $ -- $ 594 $ 48,219 Investments, at fair value- Money market funds - short-term 145,707 121,208 -- 38,359 4,947,915 Common stocks: Noble Affiliates, Inc. -- 7,407,939 -- -- 7,407,939 Mutual funds 7,930,477 -- -- 4,221,164 24,929,293 U.S. Government securities -- -- -- -- 411,321 Corporate bonds -- -- -- -- 2,385,505 Loans to participants -- -- 1,849,006 -- 1,849,006 ----------- ----------- ----------- ----------- ----------- Total investments 8,076,184 7,529,147 1,849,006 4,259,523 41,930,979 ----------- ----------- ----------- ----------- ----------- Receivables- Participants' contributions 55,679 51,968 -- 27,310 233,379 Employer contributions 33,010 44,161 -- 14,566 155,197 Interest and dividends 445 300 59,743 210,246 394,473 ----------- ----------- ----------- ----------- ----------- Total receivables 89,134 96,429 59,743 252,122 783,049 ----------- ----------- ----------- ----------- ----------- Total assets 8,165,561 7,626,807 1,908,749 4,512,239 42,762,247 LIABILITIES: Due to broker for securities purchased 3,824 791,408 -- 1,980 806,784 ----------- ----------- ----------- ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $ 8,161,737 $ 6,835,399 $ 1,908,749 $ 4,510,259 $41,955,463 =========== =========== =========== =========== ===========
The accompanying notes are an integral part of this financial statement. 6 NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1997
Fund A Fund B Fund C Fund I ----------- ----------- ----------- ----------- ASSETS: Investments, at fair value- Money market funds - short-term $ 112,923 $ 14,494 $ 1,575 $ 2,698,144 Common stocks: Noble Affiliates, Inc. -- -- -- -- Mutual funds -- 8,944,558 1,598,052 -- U.S. Government securities 162,141 -- -- -- Corporate bonds 2,106,878 -- -- -- Loans to participants -- -- -- -- ----------- ----------- ----------- ----------- Total investments 2,381,942 8,959,052 1,599,627 2,698,144 ----------- ----------- ----------- ----------- Receivables- Participants' contributions 13,533 77,763 10,625 12,382 Employer contributions 6,940 27,456 6,602 8,427 Interest and dividends 57,370 54 70 11,729 ----------- ----------- ----------- ----------- Total receivables 77,843 105,273 17,297 32,538 ----------- ----------- ----------- ----------- Total assets 2,459,785 9,064,325 1,616,924 2,730,682 LIABILITIES: Due to broker for securities -- 2,555 428 -- ----------- ----------- ----------- ----------- purchased NET ASSETS AVAILABLE FOR BENEFITS $ 2,459,785 $ 9,061,770 $ 1,616,496 $ 2,730,682 =========== =========== =========== ===========
Fund M Fund N Fund L Fund V Total ----------- ----------- ----------- ----------- ----------- ASSETS: Investments, at fair value- Money market funds - short-term $ 16,752 $ 122,767 $ -- $ 6,524 $ 2,973,179 Common stocks: Noble Affiliates, Inc. -- 9,769,502 -- -- 9,769,502 Mutual funds 6,794,957 -- -- 2,403,248 19,740,815 U.S. Government securities -- -- -- -- 162,141 Corporate bonds -- -- -- -- 2,106,878 Loans to participants -- -- 1,838,488 -- 1,838,488 ----------- ----------- ----------- ----------- ----------- Total investments 6,811,709 9,892,269 1,838,488 2,409,772 36,591,003 ----------- ----------- ----------- ----------- ----------- Receivables- Participants' contributions 90,363 41,431 -- 16,605 262,702 Employer contributions 26,268 31,429 -- 7,807 114,929 Interest and dividends 16 226 58,306 8 127,779 ----------- ----------- ----------- ----------- ----------- Total receivables 116,647 73,086 58,306 24,420 505,410 ----------- ----------- ----------- ----------- ----------- Total assets 6,928,356 9,965,355 1,896,794 2,434,192 37,096,413 LIABILITIES: Due to broker for securities 1,992 798,528 -- 625 804,128 ----------- ----------- ----------- ----------- ----------- purchased NET ASSETS AVAILABLE FOR BENEFITS $ 6,926,364 $ 9,166,827 $ 1,896,794 $ 2,433,567 $36,292,285 =========== =========== =========== =========== ===========
The accompanying notes are an integral part of this financial statement. 7 NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1998
Fund A Fund B Fund C Fund I ------------ ------------ ------------ ------------ ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income- Net appreciation (depreciation) in fair value of investments $ 37,609 $ 632,968 $ 499,734 $ -- Interest 181,466 3,122 1,692 164,748 Dividends: Noble Affiliates, Inc. common stock -- -- -- -- Mutual funds -- 701,622 -- -- ------------ ------------ ------------ ------------ 219,075 1,337,712 501,426 164,748 Less- Investment expenses 6,591 -- -- -- ------------ ------------ ------------ ------------ Net investment income 212,484 1,337,712 501,426 164,748 ------------ ------------ ------------ ------------ Contributions: Employer 98,684 487,104 127,593 116,252 Participants 211,395 758,933 189,958 173,753 ------------ ------------ ------------ ------------ Total contributions 310,079 1,246,037 317,551 290,005 ------------ ------------ ------------ ------------ Total additions 522,563 2,583,749 818,977 454,753 ------------ ------------ ------------ ------------ DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants 109,531 334,152 37,583 417,306 Administrative expenses 3,670 13,333 2,308 4,211 ------------ ------------ ------------ ------------ Total deductions 113,201 347,485 39,891 421,517 ------------ ------------ ------------ ------------ NET TRANSFERS BETWEEN FUNDS 219,136 (383,875) (31,351) 1,408,728 ------------ ------------ ------------ ------------ NET INCREASE (DECREASE) 628,498 1,852,389 747,735 1,441,964 ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS, beginning of year 2,459,785 9,061,770 1,616,496 2,730,682 ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS, end of year $ 3,088,283 $ 10,914,159 $ 2,364,231 $ 4,172,646 ============ ============ ============ ============
Fund M Fund N Fund L Fund V Total ------------ ------------ ------------ ------------ ------------ ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income- Net appreciation (depreciation) in fair value of investments $ 341,148 $ (1,968,630) $ -- $ 766,770 $ 309,599 Interest 1,617 2,804 158,763 2,203 516,415 Dividends: Noble Affiliates, Inc. common stock -- 41,168 -- -- 41,168 Mutual funds 751,910 -- -- 61,546 1,515,078 ------------ ------------ ------------ ------------ ------------ 1,094,675 (1,924,658) 158,763 830,519 2,382,260 Less- Investment expenses -- -- -- -- 6,591 ------------ ------------ ------------ ------------ ------------ Net investment income 1,094,675 (1,924,658) 158,763 830,519 2,375,669 ------------ ------------ ------------ ------------ ------------ Contributions: Employer 419,409 560,054 -- 168,728 1,977,824 Participants 749,413 658,879 -- 394,155 3,136,486 ------------ ------------ ------------ ------------ ------------ Total contributions 1,168,822 1,218,933 -- 562,883 5,114,310 ------------ ------------ ------------ ------------ ------------ Total additions 2,263,497 (705,725) 158,763 1,393,402 7,489,979 ------------ ------------ ------------ ------------ ------------ DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants 351,142 334,581 27,937 157,184 1,769,416 Administrative expenses 9,393 19,872 -- 4,598 57,385 ------------ ------------ ------------ ------------ ------------ Total deductions 360,535 354,453 27,937 161,782 1,826,801 ------------ ------------ ------------ ------------ ------------ NET TRANSFERS BETWEEN FUNDS (667,589) (1,271,250) (118,871) 845,072 -- ------------ ------------ ------------ ------------ ------------ NET INCREASE (DECREASE) 1,235,373 (2,331,428) 11,955 2,076,692 5,663,178 ------------ ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS, beginning of year 6,926,364 9,166,827 1,896,794 2,433,567 36,292,285 ------------ ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS, end of year $ 8,161,737 $ 6,835,399 $ 1,908,749 $ 4,510,259 $ 41,955,463 ============ ============ ============ ============ ============
The accompanying notes are an integral part of this financial statement. 8 NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 1. DESCRIPTION OF THE PLAN: The Noble Affiliates Thrift and Profit Sharing Plan (the "Plan"), as amended, is a defined contribution plan covering certain employees who have completed specified terms of service with Noble Affiliates, Inc., and its wholly owned subsidiary Samedan Oil Corporation and other wholly owned subsidiaries (collectively referred to as the "Company"). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended. The following description of the Plan provides only general information. Participants should refer to the Plan agreement for a complete description of the Plan's provisions. Employees are eligible to participate in the Plan on the first day of any calendar month following employment. Participants may contribute up to 15% (10% prior to January 1, 1998) of their basic compensation. The employer matching contribution percentage is 100% of the participant's contribution (70% through the first 10 years of service prior to January 1, 1998), up to 6% of the participant's basic compensation, and is funded on a monthly basis. However, discretionary contributions may be made to the Plan at the discretion of the president of the Company. The Plan is to continue indefinitely; however, the right to terminate participation in the Plan is reserved unto each participating company. Upon notice of termination or permanent suspension of contributions with respect to all or any one of the participating companies, the accounts of all participants affected thereby shall become fully vested, and the balances in their accounts shall be distributed in accordance with the provisions of the Plan, as determined by the Noble Affiliates, Inc. Employee Benefits Committee (the "Committee"). The Plan is exempt from Federal income taxes under Sections 401 and 501(a) of the Internal Revenue Code and has received a favorable determination letter from the IRS dated June 12, 1995. Effective November 1, 1996, the Plan was amended to allow former Energy Development Corporation ("EDC") employees retained by the Company to include prior service with EDC as consideration as part of the service requirement with the Company. The Plan was also amended effective September 1, 1996, to change the length of service requirement from 15 years to 10 years of service for dollar for dollar matching contributions. Management of Noble Affiliates, Inc. is of the opinion that the Plan meets IRS requirements, and, therefore, continues to be tax-exempt. 9 -2- The Plan incorporates the following provisions: (1) the employer matching percentage is 100% of a participant's contribution up to 6% of the participant's compensation, (prior to January 1, 1998, the employer contributed 70% of a participant's contributions up to 6% of the participant's compensation through the first 10 years of service and 100% of a participant's contributions up to 6% of the participant's compensation thereafter), (2) participants fully vest after five years of service, (3) participants may borrow from the Plan, as discussed below, (4) overtime is included in the participant's basic compensation, and (5) the Plan provides a definition of early retirement. Participating employees have an option as to the manner in which their contributions may be invested. Participants can change their contribution elections up to four times per year. Prior to January 1, 1998, participants could change their contribution elections up to two times per year. Separate funds are maintained and participants may direct their investments as follows:
Contributions May be Fund Investments Invested - ---- ----------- ------------- Fund A U.S. Government Securities, highly rated corporate bonds and preferred stocks, commercial paper and cash deposits Increments of 10% Fund B Readily marketable common stocks or other readily marketable securities Increments of 10% Fund C Mutual funds investing in small capitalization stocks Increments of 10% Fund I Short-term U.S. Government Securities, certificates of deposit, or high grade commercial paper or funds investing solely in such items Increments of 10% Fund M, V Mutual funds investing in high yield common stocks and preferred stocks and bonds Increments of 10% Fund N Noble Affiliates, Inc. common stock Increments of 10%
A participant may borrow from the Plan up to the lesser of $50,000 or one-half of the participant's vested interest. Participant loans are accounted for in investment Fund L. Interest is charged at the current prime rate and loans are required to be repaid within five years through payroll deductions. Repayments of principal and interest are credited to the borrowing participant's account. Employer contributions are invested as designated by the participants in the individual funds. The Plan is administered by the Committee. Investment decisions of each fund are recommended by a professional investment advisory firm appointed by the Committee. 2. SIGNIFICANT ACCOUNTING POLICIES: The accompanying financial statements are prepared on the accrual basis of accounting in conformity with generally accepted accounting principles. 10 -3- Investments Investments traded on national securities exchanges are valued at closing prices on the last business day of the year. Under the terms of the Plan, the Trustee, BancTrust, on behalf of the trust fund, is allowed to acquire, hold and dispose of the common stock of Noble Affiliates, Inc. At December 31, 1998 and 1997, the Plan held the following investments which separately represented more than 5% of the Plan's net assets:
Investment Shares Fair Value ---------- ------ ---------- 1998 ---- Brinson U.S. Equity Fund 186,964 $ 3,651,407 Luther King Capital Management Equity Portfolio Fund 232,115 3,340,135 Vanguard Windsor II Fund 120,821 3,606,507 Fidelity Puritan Fund 395,535 7,930,477 Noble Affiliates, Inc. common stock 300,830 7,407,939 Vanguard Index Trust 500 Index Fund 37,044 4,221,164 BlackRock Small Capital Growth Equity Portfolio 99,163 2,179,603 1997 ---- Brinson U.S. Equity Fund 172,065 $ 3,024,903 Luther King Capital Management Equity Portfolio Fund 219,074 2,887,395 Vanguard Windsor II Fund 105,949 3,032,260 Fidelity Puritan Fund 350,617 6,794,957 Noble Affiliates, Inc. common stock 277,149 9,769,502 Vanguard Index Trust 500 Index Fund 26,682 2,403,248
Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Expenses of the Plan Some expenses incurred in the administration of the Plan, including expenses and fees of the Trustee, are charged to and paid by the Plan. Forfeitures Under the provisions of the Plan, as of the end of the Plan year, all amounts forfeited as of the end of that year may be applied to reduce subsequently required employer contributions. Forfeitures amounted to $36,845 and $28,785 in 1998 and 1997, respectively, and reduced the otherwise required participating employer contributions. 11 -4- 3. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE: During 1998, the Plan's investments (including investments bought, sold and held during the year) appreciated in value by $309,599 as follows:
Net Appreciation Realized Unrealized (Depreciation) ----------- ------------ ----------------- Fair value as determined by quoted market price- U.S. Government Securities $ (8,671) $ 10,524 $ 1,853 Corporate bonds 2,490 33,265 35,755 Noble Affiliates, Inc. common stock 150,672 (2,119,302) (1,968,630) Mutual funds 235,524 2,005,097 2,240,621 ----------- ------------ ------------ $ 380,015 $ (70,416) $ 309,599 =========== ============ ============
Realized gains are calculated using fair values at December 31, 1997, or cost, if acquired during 1998. 4. PAYABLES TO PLAN PARTICIPANTS: Amounts requested by and due to participants whose employment has been terminated prior to year-end included in net assets available for benefits in the accompanying statements of net assets available for benefits were $30,510 and $212,208 at December 31, 1998 and 1997, respectively. 12 Schedule I Page 1 of 2 NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1998
Identity of Issuer, Borrower Fair (a)* (b) Lessor or Similar Party (c) Description of Investment (d) Cost (e) Value - ------ ------------------------------------- ------------------------------- ------------- ------------ Money Market Funds: Goldman Sach's Institutional Liquid Assets Fund - Federal Portfolio Money Market Fund - Short-term $ 852,959 $ 852,959 Vanguard Funds Vanguard Prime Portfolio Fund - Short-term 4,094,956 4,094,956 ------------ ------------ $ 4,947,915 $ 4,947,915 ============ ============ Interest Maturity Principal Rate % Date Amount -------- -------- ---------- United States Government Securities: United States Treasury Note 6.375% 8-15-02 $ 75,000 $ 77,455 $ 79,102 United States Treasury Note 7.250% 8-15-04 100,000 103,328 112,469 United States Treasury Note 6.500% 8-15-05 200,000 215,250 219,750 ------------ ------------ ------------ $ 375,000 $ 396,033 $ 411,321 ============ ============ ============ Corporate Bonds: Airtouch 7.000% 10-01-03 $ 150,000 $ 151,124 $ 158,706 American General Finance 7.250% 4-15-00 150,000 151,209 153,144 AMOCO Argentina Oil 6.750% 2-01-07 75,000 76,665 81,753 Block Financial Corporation 6.750% 11-01-04 50,000 50,817 52,451 Dexter Corporation 9.250% 12-15-16 2,000 2,033 2,087 Electronic Data Systems 7.125% 5-15-05 75,000 77,000 81,560 First Chicago Corporation 6.875% 6-15-03 75,000 73,669 78,571 GTE Hawaiian Telephone 7.375% 9-01-06 75,000 78,244 82,684 International Business Machines 6.450% 8-01-07 75,000 74,294 80,702 Interstate Power 8.625% 9-15-21 75,000 77,813 79,995 Kentucky Utilities Company 8.550% 5-15-27 150,000 166,820 168,597 Kraft Inc. 8.500% 2-15-17 83,000 86,527 85,632 Old Dominion Electricity Company 7.480% 12-01-13 50,000 53,466 56,192 Oracle Corporation 6.720% 2-15-04 75,000 76,454 77,091 Phillip Morris Companies 8.375% 1-15-07 51,000 52,502 55,293 Prologis Trust 7.050% 7-15-06 75,000 74,839 74,723 Sears Roebuck 6.950% 5-15-02 100,000 102,613 103,766 State Street Boston 5.950% 9-15-03 100,000 94,186 99,002 Susa Partnership 7.125% 11-01-03 150,000 149,582 148,314 Tandy Corporation 6.950% 9-01-07 100,000 103,573 105,613 Thomas and Betts Corporation 6.500% 1-15-06 50,000 50,232 50,945 Toys `R' Us 8.250% 2-01-17 25,000 26,187 25,928 Tyco International Group SA 6.375% 6-15-05 100,000 100,686 102,188 Union Pacific Corporation 8.500% 1-15-17 127,000 130,810 132,232 West Penn Power Company 8.875% 2-01-21 75,000 78,952 78,813 Wisconsin Power and Light 8.600% 3-15-27 150,000 166,200 169,523 ------------ ------------ ------------ $ 2,263,000 $ 2,326,497 $ 2,385,505 ============ ============ ============
13 Schedule I Page 2 of 2 NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1998
Identity of Issuer, Borrower Fair (a)* (b) Lessor or Similar Party (c) Description of Investment (d) Cost (e) Value - ------ ------------------------------------- ------------------------------- ------------ ------------ Number of Shares --------- Mutual Funds: Brinson Funds Brinson U.S. Equity Fund 186,964 $ 3,410,253 $ 3,651,407 Luther King Capital LKCM Equity Management Portfolio Fund 232,115 3,190,032 3,340,135 Vanguard Funds Vanguard Windsor II Fund 120,821 3,604,900 3,606,507 BlackRock Institutional BlackRock Small Funds Capital Growth Equity Portfolio 99,163 1,967,876 2,179,603 Fidelity Investments Fidelity Puritan Fund 395,535 7,033,263 7,930,477 Vanguard Index Funds Vanguard Index Trust 500 Index Fund 37,044 3,504,341 4,221,164 ------------ ------------ $ 22,710,665 $ 24,929,293 ============ ============ Common Stock: * Noble Affiliates, Inc. 300,830 $ 9,411,017 $ 7,407,939 ============ ============ * Participant loans Interest rates range from 6.0% - 9.0% $ 1,849,006 $ 1,849,006 ============ ============ Total assets held for investment purposes $ 41,641,133 $ 41,930,979 ============ ============
* Represents party-in-interest 14 Schedule II NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998
Expense Incurred with Purchase Selling Lease Trans- Cost of (a) Identity of Party Involved (b) Description of Asset (c) Price (d) Price (e) Rental (f) action (g) Asset ----------------------------- ------------------------ ------------ ---------- ---------- ------------- --------- Purchases - Noble Affiliates, Inc. Common Stock $ 5,397,663 $ -- $ -- $ 12,293 $ -- Fidelity Investments Fidelity Puritan Fund 1,791,986 -- -- -- -- Vanguard Index Funds Vanguard Index Trust 500 Index Fund 2,540,700 -- -- -- -- Money Market Funds: Exchange National Bank Money Market Fund 10,896,379 -- -- -- -- Goldman Sach's Institutional Liquid Asset Fund - Federal Portfolio Money Market Fund 2,190,781 -- -- -- -- Vanguard Funds Vanguard Market Reserves Prime Money Market Fund 2,647,954 -- -- -- -- Sales - Noble Affiliates, Inc. Common Stock -- 6,075,576 -- -- 5,622,370 Fidelity Investments Fidelity Puritan Fund -- 1,613,538 -- -- 1,406,017 Vanguard Index Funds Vanguard Index Trust 500 Index Fund -- 1,551,100 -- -- 1,394,958 Money Market Funds: Exchange National Bank Money Market Fund -- 11,146,135 -- -- -- Goldman Sach's Institutional Liquid Asset Fund - Federal Portfolio Money Market Fund -- 1,410,532 -- -- -- Vanguard Funds Vanguard Market Reserves Prime Money Market Fund -- 1,541,400 -- -- --
Current Value of Asset on Transaction Net Gain or (a) Identity of Party Involved (b) Description of Asset (h) Date (i) (Loss) ----------------------------- ------------------------ ---------------- ---------- Purchases - Noble Affiliates, Inc. Common Stock $ 5,409,956 $ N/A Fidelity Investments Fidelity Puritan Fund 1,791,986 N/A Vanguard Index Funds Vanguard Index Trust 500 Index Fund 2,540,700 N/A Money Market Funds: Exchange National Bank Money Market Fund 10,896,379 N/A Goldman Sach's Institutional Liquid Asset Fund - Federal Portfolio Money Market Fund 2,190,781 N/A Vanguard Funds Vanguard Market Reserves Prime Money Market Fund 2,647,954 N/A Sales - Noble Affiliates, Inc. Common Stock 6,075,576 453,206 Fidelity Investments Fidelity Puritan Fund 1,613,538 207,521 Vanguard Index Funds Vanguard Index Trust 500 Index Fund 1,551,100 156,142 Money Market Funds: Exchange National Bank Money Market Fund 11,146,135 -- Goldman Sach's Institutional Liquid Asset Fund - Federal Portfolio Money Market Fund 1,410,532 -- Vanguard Funds Vanguard Market Reserves Prime Money Market Fund 1,541,400 --
15 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report included in this Form 10-K/A, into the Company's previously filed Registration Statements on Form S-3 (File No. 333-18929) and on Form S-8 (File Nos. 333-39299, 2-64600, 2-81590, 33-32692, 2-66654 and 33-54084). ARTHUR ANDERSEN LLP Oklahoma City, Oklahoma June 29, 1999