================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997
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: 1-7884
MESA ROYALTY TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 74-6284806
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
CORPORATE TRUST DIVISION
712 MAIN STREET
HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(713) 216-5100
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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 the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
As of November 10, 1997 -- 1,863,590 Units of Beneficial Interest in Mesa
Royalty Trust.
================================================================================
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MESA ROYALTY TRUST
STATEMENTS OF DISTRIBUTABLE INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------- ----------------------------
1997 1996 1997 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Royalty income....................... $ 1,698,336 $ 1,862,495 $ 7,210,166 $ 6,120,807
Interest income...................... 20,908 21,007 77,599 71,247
General and administrative expense... (14,750) (40,853) (33,328) (64,083)
------------- ------------- ------------- -------------
Distributable income............ $ 1,704,494 $ 1,842,649 $ 7,254,437 $ 6,127,971
============= ============= ============= =============
Distributable income per unit... $ .9146 $ .9887 $ 3.8927 $ 3.2883
============= ============= ============= =============
</TABLE>
STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
(UNAUDITED)
ASSETS
Cash and short-term investments...... $ 1,683,586 $ 1,542,261
Interest receivable.................. 20,908 19,137
Net overriding royalty interest in
oil and gas properties............. 42,498,034 42,498,034
Accumulated amortization............. (26,612,424) (25,083,497)
------------- ------------
$ 17,590,104 $18,975,935
============= ============
LIABILITIES AND TRUST CORPUS
Distributions payable................ $ 1,704,494 $ 1,561,398
Trust corpus (1,863,590 units of
beneficial interest authorized
and outstanding).................. 15,885,610 17,414,537
------------- ------------
$ 17,590,104 $18,975,935
============= ============
(The accompanying notes are an integral part of these financial statements.)
1
<PAGE>
MESA ROYALTY TRUST
STATEMENTS OF CHANGES IN TRUST CORPUS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------ ------------------------------
1997 1996 1997 1996
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Trust corpus, beginning of
period............................. $ 16,396,486 $ 18,439,678 $ 17,414,537 $ 19,626,839
Distributable income............ 1,704,494 1,842,649 7,254,437 6,127,971
Distributions to
unitholders.................. (1,704,494) (1,842,649) (7,254,437) (6,127,971)
Amortization of net overriding
royalty interest............. (510,876) (512,667) (1,528,927) (1,699,828)
-------------- -------------- -------------- --------------
Trust corpus, end of period.......... $ 15,885,610 $ 17,927,011 $ 15,885,610 $ 17,927,011
============== ============== ============== ==============
</TABLE>
(The accompanying notes are an integral part of these financial statements.)
2
<PAGE>
MESA ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 -- TRUST ORGANIZATION
The Mesa Royalty Trust (the "Trust") was created on November 1, 1979 when
Mesa Petroleum Co. conveyed to the Trust a 90% net profits overriding royalty
interest (the "Royalty") in certain producing oil and gas properties located
in the Hugoton field of Kansas, the San Juan Basin field of New Mexico and
Colorado and the Yellow Creek field of Wyoming (collectively, the "Royalty
Properties"). Mesa Petroleum Co. was the predecessor to Mesa Limited
Partnership ("MLP"), the predecessor to MESA Inc. On April 30, 1991, MLP sold
its interests in the Royalty Properties located in the San Juan Basin field to
Conoco Inc. ("Conoco"), a wholly owned subsidiary of E. I. duPont de Nemours &
Company. Conoco sold the portion of its interests in the San Juan Basin Royalty
Properties located in Colorado to MarkWest Energy Partners, Ltd. (effective
January 1, 1993) and Red Willow Production Company (effective April 1, 1992). On
October 26, 1994, MarkWest Energy Partners, Ltd. sold substantially all of its
interest in the Colorado San Juan Basin Royalty Properties to Amoco Production
Company ("Amoco"), a subsidiary of Amoco Corp. Until August 7, 1997, MESA Inc.
operated the Hugoton Royalty Properties through Mesa Operating Co. ("MESA"), a
wholly owned subsidiary of MESA Inc. On August 7, 1997, MESA Inc. merged with
and into Pioneer Natural Resources Company ("Pioneer"), formerly a wholly
owned subsidiary of MESA, Inc., and Parker & Parsley Petroleum Company merged
with and into Pioneer Natural Resources USA, Inc. (successor to Mesa Operating
Co.), a wholly owned subsidiary of Pioneer ("PNR") (collectively, the mergers
are referred to herein as the "Merger"). Subsequent to the Merger, the Hugoton
Royalty Properties are operated by PNR. The San Juan Basin Royalty Properties
located in New Mexico are operated by Conoco. The San Juan Basin Royalty
Properties located in Colorado are operated by Amoco. As used in this report,
PNR refers to the operator of the Hugoton Royalty Properties, Conoco refers to
the operator of the San Juan Basin Royalty Properties, other than the portion of
such properties located in Colorado, and Amoco refers to the operator of the
Colorado San Juan Basin Royalty Properties unless otherwise indicated. The terms
"working interest owner" and "working interest owners" generally refer to
the operators of the Royalty Properties as described above, unless the context
in which such terms are used indicates otherwise.
NOTE 2 -- BASIS OF PRESENTATION
The accompanying unaudited financial information has been prepared by Texas
Commerce Bank National Association ("Trustee") in accordance with the
instructions to Form 10-Q, and the Trustee believes such information includes
all the disclosures necessary to make the information presented not misleading.
The information furnished reflects all adjustments which are, in the opinion of
the Trustee, necessary for a fair presentation of the results for the interim
periods presented. The financial information should be read in conjunction with
the financial statements and notes thereto included in the Trust's 1996 Annual
Report on Form 10-K.
The Mesa Royalty Trust Indenture was amended in 1985, the effect of which
was an overall reduction of approximately 88.56% in the size of the Trust;
therefore, the Trust is now entitled each month to receive 90% of 11.44% of the
net proceeds for the preceding month. Generally, net proceeds means the excess
of the amounts received by the working interest owners from sales of oil and gas
from the Royalty Properties over operating and capital costs incurred.
3
<PAGE>
MESA ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
The financial statements of the Trust are prepared on the following basis:
(a) Royalty income recorded for a month is the amount computed and
paid by the working interest owners to the Trustee for such month rather
than either the value of a portion of the oil and gas produced by the
working interest owners for such month or the amount subsequently
determined to be the Trust's proportionate share of the net proceeds for
such month;
(b) Interest income, interest receivable, and distributions payable
to unitholders include interest to be earned from the balance sheet date
through the next distribution date;
(c) Trust general and administration expenses, net of reimbursements,
are recorded in the month they accrue;
(d) Amortization of the net overriding royalty interests, which is
calculated on a unit-of-production basis, is charged directly to trust
corpus since such amount does not affect distributable income; and
(e) Distributions payable are determined on a monthly basis and are
payable to unitholders of record as of the last business day of each month
or such other day as the Trustee determines is required to comply with
legal or stock exchange requirements. However, cash distributions are made
quarterly in January, April, July and October, and include interest earned
from the monthly record dates to the date of distribution.
This basis for reporting royalty income is thought to be the most
meaningful because distributions to the unitholders for a month are based on net
cash receipts for such month. However, these statements differ from financial
statements prepared in accordance with generally accepted accounting principles
in several respects. Under such principles, royalty income for a month would be
based on net proceeds for such month without regard to when calculated or
received and interest income would include interest earned during the period
covered by the financial statements and would exclude interest from the period
end to the date of distribution.
4
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-Q includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical facts included in this Form 10-Q, including without
limitation the statements under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" are forward-looking statements.
Although the Working Interest Owners have advised the Trust that they believe
that the expectations reflected in the forward-looking statements contained
herein are reasonable, no assurance can be given that such expectations will
prove to have been correct. Important factors that could cause actual results to
differ materially from expectations ("Cautionary Statements") are disclosed in
this Form 10-Q, including without limitation in conjunction with the
forward-looking statements included in this Form 10-Q and in the Trust's Form
10-K. All subsequent written and oral forward-looking statements attributable to
the Trust or persons acting on its behalf are expressly qualified in their
entirety by the Cautionary Statements.
On August 7, 1997, MESA Inc. and Parker & Parsley Petroleum Company merged
to create Pioneer Natural Resources Company, one of the largest independent oil
and gas exploration and production company in the United States. Pioneer has
advised the Trust that this merger should have no significant effects on the
Trust, although the precise nature of any effects cannot be predicted or
quantified at this time.
5
<PAGE>
SUMMARY OF ROYALTY INCOME AND AVERAGE PRICES
(UNAUDITED)
Royalty income is computed after deducting the Trust's proportionate share
of capital costs, operating costs and interest on any cost carryforward from the
Trust's proportionate share of "Gross Proceeds," as defined in the Royalty
conveyance. The following unaudited summary illustrates the net effect of the
components of the actual Royalty computation for the periods indicated.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
---------------------------------------------------------
1997 1996
--------------------------- ---------------------------
OIL, OIL,
CONDENSATE CONDENSATE
NATURAL AND NATURAL NATURAL AND NATURAL
GAS GAS LIQUIDS GAS GAS LIQUIDS
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
The Trust's proportionate share of
Gross
Proceeds(1)........................ $ 2,101,854 $ 556,531 $ 2,161,742 $ 647,091
Less the Trust's proportionate share
of:
Capital costs recovered(2)...... (88,915) -- (34,115) --
Operating costs................. (821,280) (41,008) (862,671) (41,298)
Interest on cost carryforward... (8,846) -- (8,254) --
------------ ------------ ------------ ------------
Royalty income....................... $ 1,182,813 $ 515,523 $ 1,256,702 $ 605,793
============ ============ ============ ============
Average sales price.................. $ 1.91 $ 12.67 $ 1.83 $ 13.22
============ ============ ============ ============
(Mcf) (Bbls) (Mcf) (Bbls)
Net production volumes attributable
to the Royalty..................... 620,316 40,688 685,802 45,804
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------------------------------
1997 1996
--------------------------- ---------------------------
OIL, OIL,
CONDENSATE CONDENSATE
NATURAL AND NATURAL NATURAL AND NATURAL
GAS GAS LIQUIDS GAS GAS LIQUIDS
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
The Trust's proportionate share of
Gross Proceeds(1).................. $ 8,134,181 $ 2,133,227 $ 6,854,205 $ 2,038,681
Less the Trust's proportionate share
of:
Capital costs recovered(2)...... (229,942) -- (187,053) --
Operating costs................. (2,679,939) (120,821) (2,435,086) (123,992)
Interest on cost carryforward... (26,810) -- (25,948) --
------------ ------------ ------------ ------------
Royalty income....................... $ 5,197,760 $ 2,012,406 $ 4,206,118 $ 1,914,689
============ ============ ============ ============
Average sales price.................. $ 2.34 $ 15.74 $ 1.88 $ 12.77
============ ============ ============ ============
(Mcf) (Bbls) (Mcf) (Bbls)
Net production volumes attributable
to the Royalty..................... 2,222,958 127,859 2,233,191 149,907
============ ============ ============ ============
</TABLE>
- ------------
(1) Gross Proceeds from natural gas liquids attributable to the Hugoton and San
Juan Basin properties are net of a volumetric in-kind processing fee
retained by PNR and Conoco, respectively.
(2) Capital costs recovered represents capital costs incurred during the current
or prior periods to the extent that such costs have been recovered by the
working interest owners from current period Gross Proceeds. Cost
carryforward represents capital costs incurred during the current or prior
periods which will be recovered from future period Gross Proceeds. The cost
carryforward resulting from the Fruitland Coal drilling program was $464,570
and $467,784 at September 30, 1997 and September 30, 1996, respectively. The
cost carryforward at September 30, 1997 and September 30, 1996 relate solely
to the San Juan Basin Colorado properties.
6
<PAGE>
THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
The distributable income of the Trust for a period includes the royalty
income received from the working interest owners during such period, plus
interest income earned to the date of distribution. Trust administration
expenses are deducted in the computation of distributable income. Distributable
income for the quarter ended September 30, 1997 was $1,704,494, representing
$.9146 per unit, compared to $1,842,649, representing $.9887 per unit, in the
third quarter of 1996. Based on 1,863,590 units outstanding for the quarters
ended September 30, 1997 and 1996, respectively, the per unit distributions were
as follows:
1997 1996
--------- ---------
July................................. $ .3012 $ .3361
August............................... .3156 .3153
September............................ .2978 .3373
--------- ---------
$ .9146 $ .9887
========= =========
HUGOTON FIELD
PNR has advised the Trust that since June 1, 1995 natural gas produced from
the Hugoton field has generally been sold under short-term contracts at market
clearing prices to multiple purchasers including Western Resources, Inc.
("WRI"), Westar Gas Marketing, Inc., Missouri Gas Energy, Amoco and Noram
Energy Services, Inc. PNR expects to continue to market gas production from the
Hugoton field under short-term and multi-month contracts.
In June 1994, PNR entered into a Gas Transportation Agreement with WRI
("Gas Transportation Agreement") for a primary term of five years commencing
June 1, 1995 and ending June 1, 2000, but which may be continued in effect
year-to-year thereafter. Pursuant to the Gas Transportation Agreement, WRI
agreed to compress and transport up to 160 MMcf per day of gas and redeliver
such gas to PNR at the inlet of PNR's Santanta Plant. PNR agreed to pay WRI a
fee of $0.06 per Mcf escalating 4% annually as of June 1, 1996.
Royalty income attributable to the Hugoton Royalty decreased to $1,158,353
in the third quarter of 1997 as compared to $1,526,343 in the third quarter of
1996 primarily due to lower natural gas prices coupled with increased 1996
production from compression added in 1995 in the Hugoton field. Production in
1996 was higher because of this added compression and is now declining
naturally. The average price received in the third quarter of 1997 for natural
gas sold from the Hugoton Royalty properties was $1.94 per Mcf, compared to
$2.04 per Mcf during the same period in 1996. Net production attributable to the
Hugoton Royalty was 391,305 Mcf of natural gas and 31,509 barrels of natural gas
liquids in the third quarter of 1997 as compared to 509,103 Mcf of natural gas
and 37,321 barrels of natural gas liquids in the third quarter of 1996. The
decrease in natural gas production was attributable to higher than normal rates
in 1996 resulting from the added compression.
Allowable rates of production in the Hugoton field are set by the Kansas
Corporation Commission (the "KCC") based on the level of market demand. The
KCC has set the Hugoton field allowable for the period October 1, 1997 through
March 31, 1998, at 222 billion cubic feet of gas, compared with 232 billion
cubic feet of gas during the same period last year.
SAN JUAN BASIN
Royalty income from the San Juan Basin Royalty Properties is calculated and
paid to the Trust on a state-by-state basis. The Royalty income from the San
Juan Basin Royalty Properties located in New Mexico was $539,983 during the
third quarter of 1997 as compared with $336,152 in the third quarter
7
<PAGE>
of 1996. The increase in San Juan Basin royalty income between the third quarter
of 1997 and the third quarter of 1996 was primarily a result of higher natural
gas prices. The average price received in the third quarter of 1997 for natural
gas sold from the San Juan Basin Royalty Properties was $1.85 per Mcf, compared
to $1.23 per Mcf during the same period in 1996. Net production attributable to
the San Juan Basin Royalty was 229,011 Mcf of natural gas and 9,179 barrels of
natural gas liquids in the third quarter of 1997 compared to 176,699 Mcf of
natural gas and 8,483 barrels of natural gas liquids in the third quarter of
1996. No royalty income was received from the San Juan Basin Royalty Properties
located in Colorado for the third quarter of 1997 or 1996, as costs associated
with the Fruitland Coal drilling on such properties have not been fully
recovered.
The Trust's interest in the San Juan Basin Royalty Properties was conveyed
from Mesa's working interest in 31,328 net producing acres in northwestern New
Mexico and southwestern Colorado. The San Juan Basin New Mexico reserves
represent approximately 35% of the Trust's reserves. PNR completed the sale of
its underlying interest in the San Juan Basin Royalty Properties to Conoco on
April 30, 1991. Conoco subsequently sold its underlying interest in the Colorado
portion of the San Juan Basin Royalty Properties to MarkWest Energy Partners,
Ltd. (effective January 1, 1993) and Red Willow Production Company (effective
April 1, 1992). On October 26, 1994, MarkWest Energy Partners, Ltd. sold
substantially all of its interests in the Colorado San Juan Basin Royalty
Properties to Amoco. The San Juan Basin Royalty Properties located in Colorado
account for approximately 5% of the Trust's reserves.
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
Distributable income increased to $7,254,437 for the nine months ended
September 30, 1997 as compared to $6,127,971 for the same period in 1996 due
primarily to higher natural gas prices.
HUGOTON FIELD
Royalty income attributable to the Hugoton Royalty Properties decreased to
$4,688,341 for the nine months ended September 30, 1997, from $5,082,668 for the
same period in 1996 primarily due to lower production partially offset by higher
natural gas prices. The average price received in the first nine months of 1997
for natural gas sold from the Hugoton Royalty Properties increased to $2.43 per
Mcf, compared to $2.10 per Mcf during the same period in 1996. In addition, net
production attributable to the Hugoton Royalty Properties decreased to 1,295,554
Mcf of natural gas and 97,663 barrels of natural gas liquids in the first nine
months of 1997 compared to 1,693,765 Mcf of natural gas and 121,976 barrels of
natural gas liquids in the first nine months of 1996.
SAN JUAN BASIN
Royalty income attributable to the New Mexico San Juan Basin Royalty
Properties increased to $2,521,825 for the first nine months of 1997 from
$1,038,140 in royalty income in the first nine months of 1996 primarily as a
result of increased natural gas production. Net production attributable to the
San Juan Basin Royalty Properties was 927,404 Mcf of natural gas and 30,196
barrels of natural gas liquids in the first nine months of 1997 compared to
539,426 Mcf of natural gas and 27,931 barrels of natural gas liquids in the
first nine months of 1996. The average price received in the first nine months
of 1997 for natural gas sold from the San Juan Basin Royalty Properties was
$2.21 per Mcf, compared to $1.24 per Mcf during the same period in 1996. No
royalty income was received from the Colorado San Juan Basin Royalty Properties
for the first nine months of 1997 or 1996, as costs associated with Fruitland
Coal drilling on such properties have not been fully recovered.
8
<PAGE>
The gas that is currently being produced from the San Juan Basin Royalty
Properties is being sold primarily on the spot market. Conoco has advised the
Trust that it will also consider selling some of the gas produced from these
wells pursuant to longer term contracts at spot market prices.
No distributions related to the Colorado portion of the San Juan Basin
Royalty have been made since 1990, as the costs of the Fruitland Coal drilling
in Colorado have not yet been recovered. The San Juan Basin development drilling
program has no effect on Royalty income or distributions relating to the Hugoton
Royalty.
Conoco has informed the Trust that it believes the production from the
Fruitland Coal formation will generally qualify for the tax credits provided
under Section 29 of the Internal Revenue Code of 1986, as amended. Thus,
unitholders are potentially eligible to claim their share of the tax credit
attributable to this qualifying production. Each unitholder should consult his
tax advisor regarding the limitations and requirements for claiming this tax
credit.
9
<PAGE>
PART II -- OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
(Asterisk indicates exhibit previously filed with the Securities and Exchange
Commission and incorporated herein by reference.)
<TABLE>
<CAPTION>
SEC FILE
OR
REGISTRATION EXHIBIT
NUMBER NUMBER
------------ -------
<S> <C> <C>
4(a) *Mesa Royalty Trust Indenture between Mesa Petroleum Co. and Texas
Commerce Bank National Association, as Trustee, dated November 1,
1979.................................................................... 2-65217 1(a)
4(b) *Overriding Royalty Conveyance between Mesa Petroleum Co. and Texas
Commerce Bank, as Trustee, dated November 1, 1979....................... 2-65217 1(b)
4(c) *First Amendment to the Mesa Royalty Trust Indenture dated as of March
14, 1985 (Exhibit 4(c) to Form 10-K for year ended December 31, 1984 of
Mesa Royalty Trust)..................................................... 1-7884 4(c)
4(d) *Form of Assignment of Overriding Royalty Interest, effective April 1,
1985, from Texas Commerce Bank National Association, as Trustee, to MTR
Holding Co. (Exhibit 4(d) to Form 10-K for year ended December 31, 1984
of Mesa Royalty Trust).................................................. 1-7884 4(d)
4(e) *Purchase and Sale Agreement, dated March 25, 1991, by and among Mesa
Limited Partnership, Mesa Operating Limited Partnership and Conoco, as
amended on April 30, 1991 (Exhibit 4(e) to Form 10-K for year ended
December 31, 1991 of Mesa Royalty Trust)................................ 1-7884 4(e)
10(h) *Gas Transportation Agreement dated as of June 14, 1994 by and between
Mesa Operating Co. and Western Resources, Inc. (Exhibit 10(h) to Form
10-Q for quarter ended March 31, 1995 of Mesa Royalty Trust)............ 1-7884 10(h)
27 Financial Data Schedule
</TABLE>
(B) REPORTS ON FORM 8-K
None.
10
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS 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.
MESA ROYALTY TRUST
TEXAS COMMERCE BANKEEEEE
By NATIONAL ASSOCIATION
TRUSTEE
By /s/ PETE FOSTER
Pete Foster
SENIOR VICE PRESIDENT & TRUST
OFFICER
Date: November 13, 1997
The Registrant, Mesa Royalty Trust, has no principal executive officer,
principal financial officer, board of directors or persons performing similar
functions. Accordingly, no additional signatures are available and none have
been provided.
11
<PAGE>
EXHIBIT INDEX
(Asterisk indicates exhibit previously filed with the Securities and Exchange
Commission and incorporated herein by reference.)
<TABLE>
<CAPTION>
SEC FILE
OR
REGISTRATION EXHIBIT
EXHIBIT NO. DESCRIPTION NUMBER NUMBER
- ----------- ----------- ------------ -------
<S> <C> <C>
4(a) *Mesa Royalty Trust Indenture between Mesa Petroleum Co. and Texas
Commerce Bank National Association, as Trustee, dated November 1,
1979.................................................................... 2-65217 1(a)
4(b) *Overriding Royalty Conveyance between Mesa Petroleum Co. and Texas
Commerce Bank, as Trustee, dated November 1, 1979....................... 2-65217 1(b)
4(c) *First Amendment to the Mesa Royalty Trust Indenture dated as of March
14, 1985 (Exhibit 4(c) to Form 10-K for year ended December 31, 1984 of
Mesa Royalty Trust)..................................................... 1-7884 4(c)
4(d) *Form of Assignment of Overriding Royalty Interest, effective April 1,
1985, from Texas Commerce Bank National Association, as Trustee, to MTR
Holding Co. (Exhibit 4(d) to Form 10-K for year ended December 31, 1984
of Mesa Royalty Trust).................................................. 1-7884 4(d)
4(e) *Purchase and Sale Agreement, dated March 25, 1991, by and among Mesa
Limited Partnership, Mesa Operating Limited Partnership and Conoco, as
amended on April 30, 1991 (Exhibit 4(e) to Form 10-K for year ended
December 31, 1991 of Mesa Royalty Trust)................................ 1-7884 4(e)
10(h) *Gas Transportation Agreement dated as of June 14, 1994 by and between
Mesa Operating Co. and Western Resources, Inc. (Exhibit 10(h) to Form
10-Q for quarter ended March 31, 1995 of Mesa Royalty Trust)............ 1-7884 10(h)
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MESA
ROYALTY TRUST 1997 THIRD REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH 1997 THIRD QUARTER REPORT ON FORM 10-Q.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1997
<CASH> 1,683,586
<SECURITIES> 0
<RECEIVABLES> 20,908
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,704,494
<PP&E> 42,498,034
<DEPRECIATION> 26,612,424
<TOTAL-ASSETS> 17,590,104
<CURRENT-LIABILITIES> 1,704,494
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 15,885,610
<TOTAL-LIABILITY-AND-EQUITY> 17,590,104
<SALES> 7,210,166
<TOTAL-REVENUES> 7,287,765
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 33,328
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 7,254,437
<INCOME-TAX> 0
<INCOME-CONTINUING> 7,254,437
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,254,437
<EPS-PRIMARY> 3.893
<EPS-DILUTED> 3.383
</TABLE>
