SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JULY 31, 1996
[FEE REQUIRED]
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File No. 2-67096
TRI-VALLEY CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 84-061743
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(State or Other Jurisdiction of Incorporation or (I.R.S. Employer
Organization) Identification Number)
230 South Montclair Street, Suite 101, Bakersfield, California 93309
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(Address of Principal Executive Offices)
Registrant's Telephone Number Including Area Code: (805) 837-9300
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
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Common Electronic Bulletin Board Nasdaq
$0.01 Par Value Common Stock
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(Title of Class)
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 requirement for the past 90 days. Yes X No
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Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-K contained in this Form, and no disclosure will 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, if
applicable, or any amendment to this Form 10-K.
X
---
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by the Court. Yes No
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As of July 31, 1996, 8,027,248 common shares were outstanding (14,102,473
issued and outstanding as of midnight December 26, 1996), and the aggregate
market value of the common shares of Tri-Valley Corporation held by
non-affiliates was approximately $1,406,250.
Documents incorporated by reference: None
The total number of pages in this Form 10-K are 63.
The Index of Exhibits included in this Form 10-K is located at page 59.
<PAGE>
TRI-VALLEY CORPORATION
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1996, 1995 AND 1994
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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This summary of significant accounting policies of Tri-Valley Corporation is
presented to assist in understanding the Company's financial statements. The
financial statements and notes are representations of the Company's
management, which is responsible for their integrity and objectivity. These
accounting policies conform to generally accepted accounting principles and
have been consistently applied in the preparation of the financial statements.
Business Combinations
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The information contained in the financial statements and accompanying notes
is that of Tri-Valley Corporation with which the subsidiary company
(Tri-Valley Oil & Gas Co.) has been consolidated.
Chapter 11 Reorganization
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On January 30, 1996, Tri-Valley Corporation ("TVC") and its wholly owned
subsidiary, Tri-Valley Oil & Gas Co. ("TVOG"), filed voluntary petitions in
the United States Bankruptcy Court (the "Bankruptcy Court") for the Eastern
District of California sitting in Fresno seeking to reorganize under Chapter
11 of the Federal Bankruptcy Code (the "Code"). The Chapter 11 cases of TVC
and TVOG were substantially consolidated under TVC, and TVC continues to file
consolidated tax and SEC reports.
During the process of developing a Plan, management was able to infuse the
Company with capital from new investors and increased production. The
Company, citing the influx of capital, filed a motion to be dismissed from
bankruptcy. On November 1, 1996, the court granted the motion and dismissed
the case. Prior to this dismissal, the Company operated as a
debtor-in-possession under Chapter 11 of the Federal Bankruptcy Code. During
this period, all Company obligations were subject to compromise. These
financial statements, however, do not reflect any adjustment or disclosure
since no plan of reorganization was actually filed and/or confirmed by the
Bankruptcy Court, and all major obligations which were subject to compromise
were, subsequent to year end, paid 100 cents on the dollar.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
January 17, 1997 By:
F. Lynn Blystone
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates included:
January 17, 1997 By:
Dennis P. Lockhart,
Director
January 17, 1997 By:
Terrance L. Stringer,
Director
January 17, 1997 By:
Milton J. Carlson,
Director
January 17, 1997 By:
Earl H. Beistline,
Director
January 17, 1997 By:
Loren Miller,
Director
