SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended March 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from
____________ to ____________.
Commission File No. 0-9458
Eagle Exploration Company
(Name of small business issuer in its charter)
Colorado 84-0804143
(State or other jurisdiction of (IRS Employers ID Number)
incorporation or organization)
1801 Broadway, Suite 1420, Denver, Colorado 80202 (Address and zip
code of principal executive offices)
Registrant's telephone number, including area code: 303/296-3677
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, No Par Value
(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 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 Registrant's revenues for its most recent fiscal year $2,176,972
At June 28, 1999, 3,072,836 shares of common stock, no par value, the
Registrant's only class of voting stock were outstanding. The aggregate
market value of the 1,530,378 common shares of Registrant held by
nonaffiliates was approximately $703,974 at June 28, 1999, based on the
mean between the bid and asked prices on the OTC Bulletin Board. See Item 5
herein for additional information in this regard.
<PAGE>
EAGLE EXPLORATION COMPANY AND SUBSIDIARIES
PART I
Item 1. Description of Business.
Nature of Business and Management's Plan
Eagle Exploration Company's history of operations includes the purchase and
development of residential and commercial real estate. The Company's operations
also primarily include engaging in oil and gas exploration and production
activities, acquiring whole or partial interests in oil and gas leases, and
farming out or reselling all or part of its interest in these leases to other
companies in the oil and gas industry. The Company sold all land held for
development during the year ended March 31, 1995, and sold its commercial
property during the year ended March 31, 1999. The Company continues to hold
minor interests in certain oil and gas properties. At this time, the Company has
no plans to acquire additional real estate properties, nor has it identified oil
and gas investment opportunities. The Company is investigating various potential
acquisitions and other business opportunities.
All statements other than statements of historical fact included in this annual
report regarding the Company's financial position and operating and strategic
initiatives and addressing industry developments are forward-looking statements.
Where, in any forward-looking statement, the Company, or its management,
expresses an expectation or belief as to future results, such expectation or
belief is expressed in good faith and believed to have a reasonable basis, but
there can be no assurance that the statement of expectation or belief will
result or be achieved or accomplished. Factors which could cause actual results
to differ materially from those anticipated, include but are not limited to
general economic, financial and business conditions; the business abilities and
judgments of personnel; the impacts of unusual items resulting from ongoing
evaluations of business stretagies; and changes in business strategy.
1999 Activities
Fiscal 1999 began on two very positive notes. First, we began with the process
of closing a Purchase and Sales Agreement executed late in fiscal 1998 relating
to our interest in a real estate property. The closing process for the sale of
our interest in this apartment complex went on for approximately five months. On
August 13, 1998, the closing occurred resulting in cash proceeds to the Company
of approximately $2,060,000 and a gain of approximately $2,035,000.
We also began the year planning for the development of potential gas reserves
from certain oil and gas mineral rights owned in Wallace County, Kansas. After
pooling its interest with other working interest owners, the Company owns a 37.5
percent working interest and a 5.625 percent overriding royalty interest in 640
acres inclusive of the drill site. The Company then participated in the
successful drilling and completion of the Sexson well. Production tests
estimated the well was capable of producing five million cubic feet of gas per
day. The well was then shut in waiting on the construction of a pipeline to the
lease. Coincidentally on the same date as the closing date for the apartment
complex, the Sexson well went on line selling a little over two million cubic
feet of gas per day. Based on the performance of other similar wells in the
area, the Company estimates two billion cubic feet of gas reserves for this
well. However, due to the low heating value of gas and current market
conditions, the price per million cubic feet received by the Company is only
approximately $.35 per thousand cubic feet. In spite of this, lower than pro
forma price, payout of the exploration and completion costs of the Sexson well
occurred during fiscal 1999.
The additional revenues from the Sexson well plus additional interest income
from the apartment sale proceeds have positioned the Company to operate
profitably for the Company's fiscal fourth quarter. Income in the fourth quarter
of fiscal 1999 was approximately $2,200 greater than expenses. This
profitability, minor as it is, allows management to continue its focus on
identifying other business opportunities while keeping its main asset, cash,
from depleting.
To assist management in its pursuit of opportunities, the Company has informally
associated itself with several merchant banking firms. Numerous opportunities
have been explored, but to date none of the deals have either fit our criteria
or are contemplated to close.
Employees
At June 28, 1999, the Company had two full-time employees. The Company has and
may retain independent consultants from time to time on a limited basis.
Item 2. Properties.
The Company's assets consist of cash, office furniture and equipment, and very
minor interests in oil and gas properties including one lease operated by the
Company as described in Item One.
Item 3. Legal Proceedings.
A release of the lawsuit filed by the Company in Boulder County, Colorado,
relating to the apartment building complex was filed with the court during
fiscal 1999. No other litigation is pending or threatened.
Item 4. Submissions of Matters to a Vote of Security Holders.
No matter was submitted during the fourth quarter of fiscal 1999 to a vote of
the Company's security holders.
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
The table below presents the range of high and low bid quotations for the
Company's common stock on a calendar quarter basis as reported in the OTC
Bulletin Board. The Company's trading symbol is EGXP. There is little or no
trading in the Company's common stock, hence the quotations set forth below may
not represent actual transactions and do not represent transactions in any
material number of the Company's shares.
Bid High Bid Low
1997
2nd quarter $.25 $.125
3rd quarter $.25 $.125
4th quarter $.25 $.125
1998
1st quarter $.25 $.125
2nd quarter $.25 $.125
3rd quarter $.25 $.125
4th quarter $.18 $.108
1999
1st quarter $.437 $.2622
As of June 28, 1999, the Company had approximately 527 holders of record of its
common stock.
Holders of common stock are entitled to receive such dividends as may be
declared by the Company's Board of Directors. No dividends on its common stock
have been paid by the Company, nor does the Company anticipate that such
dividends will be paid in the foreseeable future.
Item 6. Management's Discussion and Analysis or Plan of Operation.
Financial Condition, Liquidity and Capital Resources
Cash, cash equivalents and certificates of deposit at March 31, 1999, were
$2,550,898 as compared to $630,450 at March 31, 1998. This increase of
approximately 305 percent or $1,920,448 is due to the sale of the apartment
complex.
Likewise shareholders' equity at March 31, 1999, was $2,599,260 as compared to
$696,200 at March 31, 1998, a gain of $1,903,060 resulting from the apartment
complex sale.
Results of Operations
Fiscal 1999 Compared with Fiscal 1998
Total revenue increased for the year ended March 31, 1999, to $2,176,972 as
compared to $74,802 for the year ended March 31, 1998. The Company reported net
income of $1,903,060 for the year ended March 31, 1999, as compared to a net
loss of $164,263 for the prior year ended March 31, 1998. The dramatic increases
in both revenues and net income were due to the sale of the apartment complex.
Total expenses for the year ended March 31, 1999, were $238,912 as compared to
$239,065 for the previous year ended March 31, 1998.
Fiscal 1999 fourth quarter operations were slightly profitable. Income exceeded
expenses by approximately $2,200. This was made possible by increased oil and
gas revenue from the Sexson well, increased interest income from the proceeds of
the apartment sale, and management's commitment to keep expenses to a minimum.
Year 2000
The Company recently converted to the use of current versions of widely used,
publicly available software for its accounting and data process requirements for
approximately $2,500. The providers of the software utilized by the Company have
stated that there will be no failures in the programs used by the Company
resulting from the Year 2000. The Company's business is not highly dependent
upon computerized data processing and does not believe it has material risk from
Year 2000 issues.
Item 7. Financial Statements.
Table of Contents
Page
Independent Auditors' Report......................................F - 1
Consolidated Financial Statements
Consolidated Balance Sheet as of March 31, 1999..............F - 2
Consolidated Statements of Operations for the Years
Ended March 31, 1998 and 1999...............................F - 3
Consolidated Statement of Stockholders' Equity for
the Years Ended March 31, 1998 and 1999.....................F - 4
Consolidated Statements of Cash Flows for the Years Ended
March 31, 1998 and 1999.....................................F - 5
Notes to Consolidated Financial Statements...................F - 6
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
Eagle Exploration Company
Denver, Colorado
We have audited the accompanying consolidated balance sheet of Eagle Exploration
Company and Subsidiaries as of March 31, 1999 and the related consolidated
statements of operations, stockholders' equity and cash flows for the years
ended March 31, 1998 and 1999. These consolidated financial statements are the
responsibility of the Company's management.
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 consolidated 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 financial position of Eagle Exploration Company and
Subisidaries at March 31, 1999 and the results of their operations and their
cash flows for the years ended March 31, 1999 and 1998 in conformity with
generally accepted accounting principles.
/s/Ehrhardt Keefe Steiner & Hottman PC
Ehrhardt Keefe Steiner & Hottman PC
May 20, 1999
Denver, Colorado
<PAGE>
EAGLE EXPLORATION COMPANY AND SUBSIDIARIES
Consolidated Balance Sheet
March 31, 1999
Assets
Current assets
Cash and cash equivalents ............................. $ 2,350,898
Certificates of deposit ............................... 200,000
Other receivables ..................................... 4,103
-----------
Total current assets .................................. 2,555,001
-----------
Office furniture, equipment and other, net
of $300,913 of accumulated depreciation ................. 56,093
Other assets ............................................. 26,637
Total other assets ................................ 82,730
Total assets ............................................. $ 2,637,731
===========
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable ...................................... $ 12,153
Income taxes payable .................................. 17,000
Deposits, deferred revenue and other .................. 9,318
-----------
Total current liabilities ......................... 38,471
-----------
Commitments and contingencies (Note 2)
Stockholders' equity (Note 4)
Common stock, no par value; authorized
10,000,000 shares; 3,072,836 shares issued
and outstandig ......................................... 6,632,998
Accumulated deficit ..................................... (4,033,738)
-----------
Total stockholders' equity......................... 2,599,260
-----------
Total liabilities and stockholders' equity ............... $ 2,637,731
===========
See notes to consolidated financial statements.
F - 2
<PAGE>
EAGLE EXPLORATION COMPANY AND SUBSIDIARIES
Consolidated Statements of Operations
For the Year Ended
March 31,
---------------------------
1998 1999
----------- ----------
Revenues
Gain on sale of investment in LLC (Note 5) $ -- $ 2,035,691
Interest income .......................... 37,012 89,551
Other income ............................. 37,790 51,730
----------- -----------
74,802 2,176,972
Expenses
Depreciation ............................. 6,701 18,186
Other operating expenses ................. 232,364 220,726
----------- -----------
239,065 238,912
(Loss) income before income taxes ........... (164,263) 1,938,060
Income taxes (Note 3) ....................... -- 35,000
----------- -----------
Net (loss) income ........................... $ (164,263) $ 1,903,060
=========== ===========
Earnings per share - basic .................. $ (.05) $ .62
=========== ===========
Earnings per share - diluted ................ $ (.05) $ .62
=========== ===========
Weighted average number of shares outstanding
- basic .................................... 3,072,836 3,072,836
=========== ===========
Weighted average number of shares outstanding
- diluted .................................. 3,072,836 3,092,843
=========== ===========
See notes to consolidated financial statements.
F - 3
<PAGE>
EAGLE EXPLORATION COMPANY AND SUBSIDIARIES
Consolidated Statement of Stockholders' Equity
For the Years Ended March 31, 1998 and 1999
<TABLE>
<CAPTION>
Common Total
Common Stock Accumulated Stockholders'
Shares Amount Deficit Equity
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Balance - March 31, 1997 3,072,836 $ 6,632,998 $(5,772,535) $ 860,463
Net (loss) for the year -- -- (164,263) (164,263)
----------- ----------- ----------- -----------
Balance - March 31, 1998 3,072,836 6,632,998 (5,936,798) 696,200
Net income for the year -- -- 1,903,060 1,903,060
----------- ----------- ----------- -----------
Balance - March 31, 1999 3,072,836 $ 6,632,998 $(4,033,738) $ 2,599,260
=========== =========== =========== ===========
</TABLE>
See notes to consolidated financial statements.
F - 4
<PAGE>
EAGLE EXPLORATION COMPANY AND SUBSIDIARIES
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
For the Year Ended
March 31,
---------------------------
1998 1999
----------- ----------
<S> <C> <C>
Cash flows from operating activities
Net (loss) income ........................... $ (164,263) $ 1,903,060
----------- -----------
Adjustments to reconcile net (loss) income to
net cash used by operating activities -
Gain on sale of investment in LLC ......... -- (2,035,429)
Depreciation .............................. 6,701 18,186
Change in assets and liabilities -
Other receivables ....................... 795 40
Other assets ............................ 1 --
Accounts payable ........................ 6,177 (12,672)
Income taxes payable .................... -- 17,000
Deposits, deferred revenue and other ... (322) 322
----------- -----------
13,352 (2,012,553)
----------- -----------
Net cash used by operating activities . (150,911) (109,493)
----------- -----------
Cash flows from investing activities
(Purchase) redemption of certificates of
deposit .................................... (103,000) 97,000
Purchases of office furniture and equipment . (17,389) (30,213)
Proceeds from sale of investment in limited
liability company .......................... -- 2,060,154
Distribution from LLC ....................... 94,695 --
----------- -----------
Net cash (used by) provided by
investing activities ................. (25,694) 2,126,941
----------- -----------
Net (decrease) increase in cash and cash
equivalents .................................. (176,605) 2,017,448
Cash and cash equivalents, beginning of year .. 510,055 333,450
----------- -----------
Cash and cash equivalents, end of year ........ $ 333,450 $ 2,350,898
=========== ===========
</TABLE>
Supplemental disclosure of cash flow information:
Cash paid for income taxes for the years ended March 31, 1998 and 1999 was
$0 and $18,000, respectively.
See notes to consolidated financial statements.
F - 5
<PAGE>
EAGLE EXPLORATION COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Nature of Business and Summary of Significant Accounting Policies
Nature of Business and Management's Plans
Eagle Exploration Company's primary operations have included the purchase and
development of residential real estate and engaging in oil and gas exploration
and production activities, acquiring whole or partial interests in oil and gas
leases, and farming out or reselling all or part of its interest in these leases
to other companies in the oil and gas industry. Currently, the Company has no
plans to acquire additional land for development and sale nor has it identified
oil and gas investment opportunities.
Principles of Consolidation
The consolidated financial statements include the accounts of Eagle Exploration
Company and its wholly owned subsidiaries (hereinafter the Company) after
elimination of all significant intercompany accounts and transactions. The
following is a listing of the wholly owned subsidiaries of Eagle Exploration
Company, Colorado Eagle Exploration Company, Emsen Energy, Inc., Eagle
Development Company and Overland Energy, Inc.
Use of Estimates
The preparation of consolidated 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 consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
The carrying amounts of financial instruments including cash and cash
equivalents, certificates of deposit, receivables and accounts payable
approximated fair value as of March 31, 1999 because of the relatively short
maturity of these instruments.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents. The effect of exchange
rate changes on cash flows is not material.
Property and Equipment
Property and equipment are recorded at cost. The Company depreciates its office
furniture and equipment over an estimated useful life of five years using
straight-line and accelerated methods.
Earnings Per Share
Basic earnings per share is calculated using the average number of common shares
outstanding. Diluted earnings per share is computed on the basis of the average
number of common shares outstanding plus the effect of outstanding stock options
using the treasury stock method, which totaled 20,007 additional shares in 1999.
Income Taxes
Deferred income taxes result from temporary differences. Temporary differences
are differences between the tax basis of assets and liabilities and their
reported amounts in the financial statements that will result in taxable or
deductible amounts in future years. The Company's temporary differences result
primarily from the depreciation of fixed assets and oil and gas property.
Advertising Costs
The Company expenses advertising costs as incurred.
Recently Issued Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities", which is
effective for financial statements issued for all fiscal quarters of fiscal
years beginning after June 15, 1999. This statement requires companies to
recognize all derivative contracts as either assets or liabilities in the
balance sheet and to measure them at fair value. If certain conditions are met,
a derivative may be specifically designated as a hedge, the objective of which
is to match the timing of gain or loss recognition on the hedging derivative
with the recognition (i) the changes in the fair value of the hedged asset or
liability that are attributable to the hedged risk or (ii) the earnings effect
of the hedged forecasted transaction. For a derivative not designated as a
hedging instrument, the gain or loss is recognized in income in the period of
change. Historically, the Company has not entered into derivative contracts to
hedge existing risks or for speculative purposes. Accordingly, the Company does
not expect adoption of the new standards to effect its financial statements.
Note 2 - Commitments
The Company entered into an operating lease for office space requiring monthly
lease payments of $1,191 per month. The lease expires November 30, 1999. Rent
expense for the years ended March 31, 1998 and 1999 was $13,352 and $14,292,
respectively. As of March 31, 1999, future minimum annual lease payments are as
follows:
Year Ended March 31,
2000 $ 9,528
========
Note 3 - Income Taxes
During the year ended March 31, 1999, the Company paid $18,000 for alternative
minimum tax and has $17,000 accrued for income taxes payable for a total expense
of $35,000.
Reconciliations between the statutory federal income tax expense (benefit) rate
as a percentage of income/loss before income taxes is as follows:
March 31,
--------------------
1998 1999
------- -------
Statutory federal income tax expense rate 34.0% 34.0%
Federal net operating losses utilized (34.0) (32.2)
------ -----
Effective income tax expense rate - % 1.8%
===== =====
At March 31, 1999, the Company has net operating loss carryforwards for federal
and state income tax purposes as follows:
Net Operating Year of
Losses Expiration
-------------- ----------
$ 593,000 2002
1,162,000 2003
426,000 2004
464,000 2005
1,000 2006
33,000 2007
97,000 2011
740,000 2012
162,000 2013
----------
$3,678,000
==========
The Company has an approximate $1,250,000 deferred tax asset as a result of the
net operating losses assuming a 34% effective tax rate. There is uncertainty as
to whether the Company will generate sufficient revenues in the future to
utilize the net operating loss carryforwards and therefore 100% of the deferred
tax asset resulting from the net operating loss carryforwards has been fully
impaired.
Note 4 - Stock Options
On September 15, 1998, the Board approved the issuance of 275,000 stock options
to certain employees. The purchase price of the common stock is $.20 per share
and exercisable over a three year term.
The Corporation has adopted the disclosure-only provisions of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation". Accordingly, no compensation cost has been recognized for the
stock option plans. Had compensation cost for the Company's stock option plans
been determined based on the fair value at the grant date for awards in 1998 and
1997, consistent with the provisions of SFAS No. 123, the Company's net earnings
and earnings per share would have been reduced to the pro forma amount indicated
below:
March 31,
1999
----------
Net income - as reported $1,903,060
Net income - pro forma $1,861,810
Income per share - as reported $ .62
Income per share - pro forma $ .60
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants: dividend yield of 0%; expected volatility of 122%%;
discount rate of 5.5%; and expected lives of three years.
Note 5 - Investment in Limited Liability Company
During the year ended March 31, 1999, the Company settled a lawsuit filed
against the managing member of the LLC relating to the managing partner's delay
and/or refusing to sell the property of the LLC and other matters relating to
transactions entered into by the managing partner. The settlement included the
sale of the LLC property resulting in cash proceeds of approximately $2,060,000
and a gain of approximately $2,035,000.
<PAGE>
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
The disclosure requirements of Item 304 of Regulation SB are not applicable.
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.
The following are the directors and executive officers of the Company.
Raymond N. Paul M. M. D.
Joeckel (1) Joeckel (1) Young
------------- ------------- ---------------
Director Since October, 1979 October, 1979 February, 1990
Position(s) with President & Secretary & Director
the Company Director Director
Age 73 47 75
- ---------------
(1) Messrs. Raymond N. Joeckel and Paul M. Joeckel, the Company's only
executive officers, have served as the Company's President and Secretary,
respectively, since December, 1979. The executive officers of the Company
hold office until their death, resignation, or removal by the Board of
Directors. There is no arrangement or understanding between any director or
officer or any other person or persons pursuant to which he was or is to be
selected as a director or officer. Paul M. Joeckel is the son of Raymond N.
Joeckel.
Raymond N. Joeckel attended Los Angeles City College and the University of
Southern California in programs which did not lead to degrees. He received
a LL.B. degree from Southwestern University, Los Angeles, California, in
1950. Mr. Joeckel joined Shell Oil Company as a landman in 1950 and became
Land Manager for the Rocky Mountain region for Shell Oil Company in 1962.
He remained in that position until 1969 at which time he became an
independent oil and gas operator dealing primarily in oil and gas leases.
Paul M. Joeckel received a B.A. degree in Economics from Colorado State
University in 1976. During 1976 and until 1977, Mr. Joeckel was
self-employed as an independent landman. From June, 1977, until joining the
Company on a full-time basis in January, 1980, he was employed as a senior
landman by Diamond Shamrock Corporation.
M. D. Young received a B.A. degree in Geology from Vanderbilt University in
1951 at Nashville, Tennessee. From 1952 to 1960 Mr. Young worked for Gulf
Oil Corporation as an Area Geologist. Subsequently, he has been a
consultant to various companies in the industry. Mr. Young has also been a
working interest owner in many wildcat wells in the Rocky Mountain region.
Mr. Young is a member of the American Association of Petroleum Geologists.
No director serves as a member of the Board of Directors of any other
company with a class of equity securities registered under the Securities
Exchange Act of 1934 (`34 Act) or any company registered as an investment
company under the Investment Company Act of 1940. See Item 11. for
information as to compliance with Section 16(a) of the Exchange Act.
Section 16(a) of the `34 Act (the persons who own more than ten percent of
the Company's equity securities, to file reports of ownership and changes
in ownership with the Securities and Exchange Commission (the "SEC").
Directors, officers and greater than ten percent shareholders are required
by the SEC regulation to furnish the Company with copies of all Section
16(a) reports filed.
Based solely on its review of the copies of the reports it received from
persons required to file, the Company believes that during the period ended
March 31, 1999, all filing requirements applicable to its officers,
directors and greater than ten percent shareholders were complied with.
Item 10. Executive Compensation.
The following information shows the compensation of the named executive officers
for each of the Company's last two fiscal years.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION
- ----------------------------------------------------------------------------------------------
Name and Annual Restricted All Other
Principal Compen Stock Options/ LTIP Comp-
Position Year Salary Bonus sation* Awards SARs Payouts ensation
- --------- -------- -------- ------- --------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Raymond N. 1999 N/A N/A $2,733 N/A 100,000 N/A
Joeckel, 1998 N/A N/A $2,628 N/A N/A N/A N/A
President
Paul M 1999 $60,000 N/A $3,300 N/A 150,000 N/A N/A
Joeckel, 1998 $60,000 N/A $3,118 N/A N/A N/A N/A
Secretary
- ---------------
</TABLE>
* Other annual compensation does not include the amount attributable to
Company cars that the officers are allowed to use.
It is anticipated that salary payments to officers by the Company during
the next fiscal year for services in all capacities will not exceed the
amount set forth in the above table.
At a special meeting of the Board of Directors this fiscal year, 275,000
stock options were granted to the directors and employees as an incentive
to initiate and implement a merger, acquisition, or long term business plan
for the Company. There are no other compensatory plans or arrangements by
which the Company compensates its directors for services as directors,
other than director's fee of $100 per meeting of directors.
The Company provides medical insurance for all of its full-time employees
and executive officers.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth information, as of June 28, 1999, regarding the
common stock ownership of those persons known by the Company to be the
beneficial owners of more than five percent of its common stock, its directors,
and its officers and directors as a group.
Name & Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
- ----------------- -------------------- -----------------
Paul M. Joeckel 195,477 shares 6.36%
1801 Broadway Direct
Suite 1420
Denver, CO 80202
M. D. Young 500 shares -0-
800 Pearl Street Direct
Suite 406
Denver, CO 80203
Paul M. Joeckel, 1,346,481 shares 43.82%
Trustee Direct
Joeckel Family Trust
1801 Broadway
Suite 1420
Denver, CO 80202
Norman K. Brown 354,641 shares 11.54%
3857 46th Ave. NE Direct
Seattle, WA 98105
All officers and 1,542,458 shares 50.20%
directors as a group Direct
- --------------
The Company knows of no arrangements which could at a subsequent date result in
a change in control of the Company.
Item 12. Certain Relationships and Related Transactions.
There were no transactions during the fiscal year ended March 31, 1999, required
to be reported hereunder.
<PAGE>
PART IV
Item 13. Exhibits and Reports on Form 8-K.
(a) Exhibits:
Item No.
Per S-K Document as Form 10-KSB Exhibit Reference
- ------- ------------------------------- ---------
(2) Plan of purchase, sale, reorganization - None -
arrangement, liquidation or succession
(3) Articles of Incorporation and By-Laws (1)
(4) Instruments defining the rights of - None -
security holders, including indentures
(5) Opinion re: legality - None -
(6) Opinion re: liquidation preference - None -
(7) Opinion re: tax matters - None -
(8) Voting trust agreement - None -
(9) Material contracts:
Agreement re: Meadows at Westwoods (1)
Operating Agreement re: Meadows at (1)
Westwoods
Promissory Note re: Meadows at (3)
Westwoods
Assignment of Membership Interest re: (4)
Eagle's Landing, LLC
Operating Agreement re: Eagle's (4)
Landing, LLC
Settlement Agreement re: Eagle's
Landing, LLC (5)
Real Estate Purchase and Sale
Agreements (5)
First Amendment to Purchase and
Sale Agreement (5)
(10) Statement re: Computation of per (2)
share earnings
(11) Statement re: Computation of ratios - None -
(12) Annual report to security holders, Form - None -
10-Q or quarterly report to security
holders
(13) Material Foreign Patents - None -
(14) Letter re: unaudited interim financial - None -
statements
(15) Letter re: change in certifying - None -
accountants
(16) Letter re: director's resignation - None -
(17) Letter re: change in accounting - None -
principles
(18) Previously unfiled documents - None -
(19) Reports to securities holder - None -
(20) Other documents or statements to - None -
security holder
(21) Subsidiaries of the Registrant (1)
(22) Published report regarding matters - None -
submitted to vote of security holders
(23) Consents of experts and counsel - None -
(24) Power of attorney - None -
(25) Statement of eligibility of trustee - None -
(26) Financial data schedule (6)
(27) Information from reports furnished - None -
to state insurance regulatory
authorities
- --------------
(1) Previously filed documents incorporated herein by reference to the
Company's Registration Statement on Form S-1 (No. 2-67971) effective
September 14, 1980, and the Company's Reports on Form 10-K for the fiscal
year ended March 31, 1994, and previous years.
(2) Not required, since information is ascertainable from the basic
consolidated financial statements.
(3) Filed with the Company's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 1995.
(4) Filed with the Company's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 1996.
(5) Filed with the Company's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 1998.
(6) Filed herewith.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
EAGLE EXPLORATION COMPANY
Date: June 28, 1999 By:/s/Raymond N. Joeckel
---------------------
Raymond N. Joeckel
President
In accordance with 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 indicated.
Date
June 28, 1999 /s/ Raymond N. Joeckel
----------------------
Raymond N. Joeckel
Principal Executive
Accounting and Financial
Officer and a director
June 28, 1999 /s/ Paul M. Joeckel
-----------------------
Paul M. Joeckel
Secretary and a director
June 28, 1999 /s/ M.D. Young
-----------------------
M. D. Young
A director
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<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> MAR-31-1999
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<SECURITIES> 0
<RECEIVABLES> 4,103
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<BONDS> 0
0
0
<COMMON> 6,632,998
<OTHER-SE> (4,033,738)
<TOTAL-LIABILITY-AND-EQUITY> 2,637,731
<SALES> 0
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