U.S. Securities and Exchange Commission
<TABLE>
<CAPTION>
Washington, D.C. 20549
<S> <C>
AMENDED
FORM 10-KSB
(Mark One)
[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____ to _____
Commission file number 333-09991
Atlas-Energy for the Nineties-Public #5 Ltd.
(Name of small business issuer in its charter)
Pennsylvania 25-1795703
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
311 Rouser Road, Moon Township, Pennsylvania 15108
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (412) 262-2830
Securities registered under Section 12(b) of the Exchange Act
Title of each class Name of each exchange on which registered
None None
Securities registered under Section 12(g) of the Exchange Act
None
(Title of Class)
</TABLE>
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 _____
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ X ]
State issuer's revenues for its most recent fiscal year. -0-
State the aggregate market value of the voting stock held by
non-affiliates of the Registrant. Not Applicable.
Transitional Small Business Disclosure Format (check one):
Yes X No _____
-----------
1996 FISCAL YEAR ANNUAL REPORT TO PARTICIPANTS
IN ATLAS-ENERGY FOR THE NINETIES-PUBLIC #5 LTD.
PURSUANT TO SECTION 4.03(B)(1) OF THE PARTNERSHIP AGREEMENT
(A) Audited financial statements of the Partnership for the fiscal year ending
December
31, 1996, are included in this report.
(B) The Partnership prepaid the drilling and operating agreement with Atlas
Resources,
Inc. ("Atlas") on December 31, 1996 in an amount equal to $6,391,298, in
order to claim
a 1996 deduction for intangible drilling and development cost of wells to
be drilled
in 1997. No other fees or compensation were paid to Atlas in 1996 and
Atlas did not
receive any reimbursement for Administrative Costs in 1996.
(C) The following table describes the Partnership's thirty-six prospects set
forth in the
Drilling and Operating Agreement on December 31, 1996.
<TABLE>
<CAPTION>
Net
Approx. Approx. Working Revenue
Prospect Cost Location Acres Interest Interest
- -------------------------------------------------------- ------- ---------------- ------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Andrews #1 3,600 Mercer County, PA 18.55 100% 84.375%
Babcock #1 3,600 Mercer County, PA 50.00 100% 87.50%
Barber #2 3,600 Mercer County, PA 50.00 100% 87.50%
Black #2 3,600 Mercer County, PA 38.00 100% 87.50%
Byler #11 3,600 Lawrence County, PA 50.00 100% 87.50%
Byler #14 3,600 Lawrence County, PA 50.00 100% 87.50%
Carrier #1 3,600 Mercer County, PA 50.00 100% 87.50%
Clark #5 3,600 Mercer County, PA 50.00 100% 87.50%
Coast #1 3,600 Butler County, PA 50.00 100% 87.50%
Court #1 3,600 Mercer County, PA 50.00 100% 87.50%
Donley #1 3,600 Mercer County, PA 50.00 91% 87.50%
Dye #1 3,600 Mercer County, PA 50.00 100% 87.50%
Hall #1 3,600 Mercer County, PA 50.00 100% 87.50%
Harris #3 3,600 Lawrence County, PA 50.00 100% 87.50%
Hissom #1 3,600 Mercer County, PA 50.00 100% 87.50%
Hostetler #3 3,600 Lawrence County, PA 50.00 100% 87.50%
Kelly #2 3,600 Mercer County, PA 50.00 100% 87.50%
Kingerski #2 3,600 Mercer County, PA 50.00 100% 87.50%
Kloos #4 3,600 Mercer County, PA 50.00 100% 87.50%
Kurtek #1 3,600 Mercer County, PA 50.00 100% 87.50%
Kurtz #2 3,600 Lawrence County, PA 65.00 100% 87.50%
McCullough #11 3,600 Mercer County, PA 50.00 100% 87.50%
McDowell #11 3,600 Mercer County, PA 50.00 100% 87.50%
McDowell #14 3,600 Mercer County, PA 50.00 100% 87.50%
McEwen #1 3,600 Mercer County, PA 50.00 100% 87.50%
Morley Unit #1 3,600 Mercer County, PA 50.00 100% 87.50%
Myers #2 3,600 Butler County, PA 50.00 100% 87.50%
Peterka #2 3,600 Mercer County, PA 50.00 100% 87.50%
Rains #1 3,600 Mercer County, PA 35.00 100% 87.50%
Reuberger #1 3,600 Mercer County, PA 50.00 100% 87.50%
Sines #3 3,600 Mercer County, PA 50.00 100% 87.50%
Steele #1 3,600 Mercer County, PA 50.00 100% 87.50%
Tait #3 3,600 Mercer County, PA 50.00 100% 87.50%
Verman #1 3,600 Mercer County, PA 50.00 100% 87.50%
Vogan #3 3,600 Mercer County, PA 50.00 100% 87.50%
Winger #1 3,600 Mercer County, PA 46.80 100% 87.50%
(1) 3.125% Overriding Royalty Interest to a third party.
<FN>
(D) The Partnership had its initial and final closing on December 31, 1996, and was funded with
subscriptions of $7,992,240 from investors. Also, on the closing, Atlas, as Managing General
Partner, was credited with a capital contribution of $1,592,068 because of certain expenditures
it made on behalf of the Partnership and certain prospects it contributed to the Partnership.
The Partnership had no revenues in 1996. The following schedule reflects the payment of
Partnership costs in 1996.
</TABLE>
Payment of Partnership Costs and
Reconciliation with Article V of the Partnership Agreement
----------------------------------------------------------
<TABLE>
<CAPTION>
Atlas Participants Total
------------ ------------
Partnership
% Amount % Amount Costs
------------ ------------ ---------- --------- ---------
<S> <C> <C> <C> <C> <C>
Organization & Offering Costs 100% 1,198,836 -0- -0- 1,198,836
Lease Costs 100% 129,276 -0- -0- 129,276
Operating Costs 25% -0- 75% -0- -
Tangible Drilling Costs 14% 264,226 86% 1,600,942 1,865,168
Intangible Drilling Costs -0- -0- 100% 6,391,298 6,391,298
------------ ------------ ---------- --------- ---------
1,592,338 7,992,240 9,584,578
<FN>
(E) A quarterly cash receipts and disbursements statement will be provided after the
Partnership
commences its operational phase.
</TABLE>
DATED: APRIL 23, 1997
AUDITED FINANCIAL STATEMENTS
- --------------------------------------------------------
ATLAS-ENERGY FOR THE NINETIES-PUBLIC #5 LTD.
- --------------------------------------------------------
A PENNSYLVANIA LIMITED PARTNERSHIP
- --------------------------------------------------------
JULY 26, 1996 (DATE OF FORMATION) TO DECEMBER 31, 1996
- --------------------------------------------------------
INDEPENDENT AUDITORS' REPORT
To the Partners
Atlas-Energy for the Nineties-Public #5 Ltd.
A Pennsylvania Limited Partnership
We have audited the accompanying balance sheet of Atlas-Energy for the
Nineties-Public #5 Ltd., A Pennsylvania Limited Partnership as of December 31,
1996 and the related statements of income and changes in partners' capital
accounts and cash flows for the period July 26, 1996 (date of formation) to
December 31, 1996. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit 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 audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Atlas-Energy for
the Nineties-Public #5 Ltd., A Pennsylvania Limited Partnership as of December
31, 1996 and the results of its operations, changes in partners' capital
accounts and cash flows for the period July 26, 1996 (date of formation) to
December 31, 1996 in conformity with generally accepted accounting principles.
Pittsburgh, Pennsylvania
February 11, 1997
ATLAS-ENERGY FOR THE NINETIES-PUBLIC #5 LTD.
A PENNSYLVANIA LIMITED PARTNERSHIP
BALANCE SHEET
- ----------------------------------------------
DECEMBER 31, 1996
ASSETS
----------
Cash $ 21,639
Oil and gas well drilling contracts and leases 8,385,742
Organizational and syndication costs 1,198,836
----------
$9,606,217
==========
LIABILITIES AND PARTNERS' CAPITAL
----------------------------------
Partners' capital $ 9,606,217
==================================
See notes to financial statements
NOTES TO FINANCIAL STATEMENT
- ---------------------------------------------------
ORGANIZATION AND DESCRIPTION OF BUSINESS
- ---------------------------------------------------
Atlas-Energy for the Nineties-Public 5 Ltd. (the "Partnership"), is a
Pennsylvania limited partnership which includes Atlas Resources, Inc.
("Atlas"), of Pittsburgh, Pennsylvania, as Managing General Partner and
Operator, and 378 other investors as either Limited Partners or Investor
General Partners. The Partnership was funded to drill and operate gas wells
located primarily in Mercer County, Pennsylvania.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ----------------------------------------------
Financial statements are prepared in accordance with generally accepted
accounting principles.
The Partnership proposes to use the successful efforts method of
accounting for oil and gas producing activities. Costs to acquire mineral
interests in oil and gas properties and to drill and equip wells are
capitalized.
Capitalized costs are to be expensed at unit cost rates calculated
annually based on the estimated volume of recoverable gas and the related
costs.
FEDERAL INCOME TAXES
- ----------------------
The Partnership is not treated as a taxable entity for federal income tax
purposes. Any item of income, gain, loss, deduction or credit flows through
to the partners as though each partner had incurred such item directly. As a
result, each partner must take into account his pro rata share of all items of
partnership income and deductions in computing his federal income tax
liability. Many provisions of the federal income tax laws are complex and
subject to various interpretations.
PARTICIPATION IN REVENUES AND COSTS
- ---------------------------------------
<TABLE>
<CAPTION>
<S>
Organization and offering costs
Lease costs
Revenues
Direct operating costs
Intangible drilling costs
Tangible costs
Tax deductions: Intangible drilling and development costs
Depreciation
Depletion allowances
TRANSACTIONS WITH ATLAS AND ITS AFFILIATES
- -----------------------------------------------------------------------
The Partnership has entered into the following significant transactions
with Atlas and its affiliates.
Drilling contracts to drill and complete Partnership wells at an
anticipated cost of $37.39 per foot on completed wells.
Administrative costs at $75 per well per month
Well supervision fees initially of $275 per well per month plus the
cost of third party materials and services
Gas transportation and marketing charges at competitive rates which
currently is 29 cents per MCF
PURCHASE COMMITMENT
- ---------------------------------------------------------------
Atlas and the other partners will generally participate in revenues and
costs in the following manner:
OTHER
ATLAS
PARTNERS
------------------------ ---------
<S> <
c>
Organization and offering costs 100 % 0 %
Lease costs
100 % 0 %
Revenues
25 % 75 %
Direct operating costs
25 % 75 %
Intangible drilling costs
0 % 100 %
Tangible costs
14 % 86 %
Tax deductions: Intangible drilling and development costs
0 % 100 %
Depreciation
14 % 86 %
Depletion allowances
25 % 75 %
TRANSACTIONS WITH ATLAS AND ITS AFFILIATES
- --------------------------------------------------------------
The Partnership has entered into the following significant transactions
with Atlas and its affiliates.
Drilling contracts to drill and complete Partnership wells at an
anticipated cost of $37.39 per foot on completed wells.
Administrative costs at $75 per well per month
Well supervision fees initially of $275 per well per month plus the cost
of third party materials and services
Gas transportation and marketing charges at competitive rates which
currently is 29 cents per MCF
PURCHASE COMMITMENT
- -
</TABLE>
Subject to certain conditions, investor partners may present their
interests beginning in 2000 for purchase by Atlas. Atlas is not obligated to
purchase more than 10% of the units in any calendar year.
SUBORDINATION OF MANAGING GENERAL PARTNER'S REVENUE SHARE
- ---------------------------------------------------------------
Atlas will subordinate a part of its partnership revenues in an amount up
to 10% of production revenues of the Partnership net of related operating
costs, administrative costs and well supervision fees to the receipt by
participants of cash distributions from the Partnership equal to at least 10%
of their agreed subscriptions of $8,000,000 determined on a cumulative basis,
in each of the first five years of Partnership operations, commencing with the
first distribution of revenues to the Participants.
INDEMNIFICATION
- ---------------
In order to limit the potential liability of the investor general
partners, Atlas and AEG Holdings, Inc. (parent company of Atlas) have agreed
to indemnify each investor general partner from any liability incurred which
exceeds such partner's
share of Partnership assets.
SIGNATURES
----------
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Atlas-Energy for the Nineties-Public #5 Ltd.
<TABLE>
<CAPTION>
<S> <C>
By: (Signature and Title): Atlas Resources, Inc.,
Managing General Partner
By (Signature and Title): /s/ James R. O'Mara
-------------------------
James R. O'Mara, President, Chief Executive Officer
and a Director
Date: April 24, 1997
<FN>
In accordance with the Exchange Act, this report has been signed by
the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.
</TABLE>
By (Signature and Title): /s/ Charles T. Koval
-----------------------
Charles T. Koval, Chairman of the Board and a Director
Date: April 24, 1997
By (Signature and Title): /s/ James R. O'Mara
----------------------
James R. O'Mara, President, Chief Executive Officer and
a Director
Date: April 24, 1997
By (Signature and Title): /s/ Bruce M. Wolf
--------------------
Bruce M. Wolf, General Counsel, Secretary and a Director
Date: April 24, 1997
By (Signature and Title): /s/ Tony C. Banks
----------------------
Tony C. Banks, Vice President of Finance and Chief Financial Officer
Date: April 24, 1997
