<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For Fiscal Year Ended December 31, 1994
Commission File Number 1-7940
PATRICK PETROLEUM COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 38-2276752
(State of Incorporation) (IRS Employer Identification No.)
301 West Michigan Avenue
Jackson, MI 49201
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code is (517) 787-6633
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
- - ------------------------------------ ---------------------------
Common Stock, $0.20 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
-------------------------------
Series B Preferred Stock $1.00 par value
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 [ ]
At March 27, 1995, there were 19,765,226 shares of Patrick Petroleum
Company common stock outstanding. The aggregate market value of shares of
common stock held by non-affiliates of the Registrant as of March 27, 1995 was
approximately $19,551,638 based on a closing price of $1.00 per share on the
New York Stock Exchange on such date.
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 registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K/A or any
amendment to this Form 10-K/A. [ ]
DOCUMENTS INCORPORATED BY REFERENCE
NONE
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ITEM 10.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the names and ages of the current
directors of Patrick Petroleum Company ("Company"). Information regarding the
Company's officers is contained in Part I hereof.
<TABLE>
<CAPTION>
FIRST YEAR
ELECTED
NAME AGE PRINCIPAL OCCUPATION DIRECTOR
-------------------- ----- -------------------- --------
<S> <C> <C> <C>
CLASS TWO:
TERM EXPIRES 1997
Of counsel with law firm of Miro, Miro &
Basil M. Briggs . . . . . . . . 59 Weiner . . . . . . . . . . . . . . . . 1970
Benjamin F. Edwards, II . . . . 69 Oil and Gas Consultant . . . . . . . . 1972 (1)
Wayne G. Kees . . . . . . . . . 72 Private Investor . . . . . . . . . . . 1978
CLASS ONE:
TERM EXPIRES 1996
President of the accounting firm of
James R. Jenkins . . . . . . . 76 Jenkins, Magnus, Volk & Carroll . . . . 1970
CLASS THREE:
TERM EXPIRES 1995
U.E. Patrick . . . . . . . . . 66 President and Chief Executive Officer . 1970
John C. Napley . . . . . . . . 71 Oil and Gas Consultant . . . . . . . . 1970
<FN>
____________________
(1) Mr. Edwards was a director from 1972 to 1974 and was reappointed as a
director by the Board of Directors on September 22, 1976.
</TABLE>
Mr. Briggs has been a practicing attorney in Detroit, Michigan since
1961 and is currently of counsel with the firm of Miro, Miro & Weiner in
Bloomfield Hills, Michigan. Mr. Briggs is a director of Marcum Natural Gas
Services, Inc., in Denver, Colorado. Mr. Briggs has in the past provided
limited services to the Company as a consultant concerning corporate, financial
and development matters and has occasionally rendered legal services to the
Company. Mr. Briggs is the Secretary of the Company and has been a director of
the Company since its formation.
Mr. Edwards is an oil and gas consultant currently on management
consultancy assignment in Brazil. From July 1977 through August 1984, Mr.
Edwards was a full-time consultant to the Company for corporate development,
corporate planning and financial matters.
Mr. Kees has been primarily engaged in the management of his personal
investments since 1976. He is a director of Sizzler International, Inc.
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Mr. Jenkins is a practicing certified public accountant. He has been a
partner or officer of the firm of Jenkins, Magnus, Volk & Carroll, Bloomfield
Hills, Michigan, since 1951. Mr. Jenkins has been a director of the Company
since its formation. Mr. Jenkins' firm provides limited accounting and tax
services to the Company.
Mr. Patrick has served as President and a director of the Company and
its predecessor since 1963 and is the President and a director of the major
subsidiaries of the Company. Mr. Patrick is a director of Marcum Natural Gas
Services, Inc., Denver, Colorado. He has been engaged in oil and gas
exploration and production since 1962.
Mr. Napley is currently an oil and gas consultant. He was the
president of NG Securities Corp. from 1984 through October, 1988. Mr. Napley
has been a director of the Company from the time of its formation and was
associated with Patrick Petroleum Corporation of Michigan, a subsidiary of the
Company, from 1965 to 1984 in connection with its oil and gas drilling and
exploration activities.
ITEM 11.
EXECUTIVE COMPENSATION
GENERAL
The following table sets forth information with respect to the Chief
Executive Officer and the other most highly compensated executive officers of
the Company as to whom the total annual salary and bonus for the fiscal year
ended December 31, 1994 exceeded $100,000 ("Designated Individuals"):
ANNUAL COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
----------------------------------------- ---------------
OTHER ANNUAL SECURITIES
NAME AND PRINCIPAL COMPENSATION UNDERLYING ALL OTHER
POSITION YEAR SALARY($) ($)(1)(2)(3) OPTIONS/SARs (#) COMPENSATION($)
- - ------------------------ ---- --------- -------------- ---------------- -----------------
<S> <C> <C> <C> <C> <C>
U.E. Patrick 1994 409,616 0 141,696 (1)
Chief Executive Officer 1993 339,231 1,336,204 156,395
1992 450,000 0 169,721
Rick D. Clark 1994 125,000 0 0 9,963 (2)
Executive Vice President 1993 125,000 15,272 100,000 13,297
1992 124,300 0 0 10,816
William T. Stelzer 1994 100,866 0 6,343 (3)
Senior Vice President 1993 100,166 35,000 10,987
1992 96,347 0 5,881
<FN>
______________________________
(1) Perquisites and other personal benefits did not exceed the lesser of
$50,000 or 10% of salary. All Other Compensation for 1994 includes
$18,064 paid for royalty interests on certain well production; $122,372
accrued to reimburse Mr. Patrick for premiums on insurance policies held
by him; and $1,260 which the Company paid for term life insurance premiums
on behalf of Mr. Patrick.
(2) Perquisites and other personal benefits did not exceed the lesser of
$50,000 or 10% of salary. All Other Compensation includes $2,289 paid for
royalty interests on certain well production; $174 paid for term life
</TABLE>
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insurance premiums on behalf of Mr. Clark; and $7,500 contributed to the
Company's Profit Sharing Plan allocable to Mr. Clark.
(3) Perquisites and other personal benefits did not exceed the lesser of
$50,000 or 10% of salary. All Other Compensation includes $511 paid for
royalty interests on certain well production; $288 which the Company paid
for term life insurance premiums on behalf of Mr. Stelzer; and $5,544
contributed to the Company's Profit Sharing Plan allocable to Mr. Stelzer.
STOCK OPTION VALUES AND EXERCISES
The following table provides information regarding the year-end value of
unexercised options for the Designated Individuals. No stock options were
exercised by the Designated Individuals during fiscal 1994. At December 31,
1994, no outstanding stock options had exercise prices lower than the fair
market value of the underlying Common Stock.
<TABLE>
<CAPTION>
Value of Unexercised In-the-
Number of Securities Underlying Money Options/SARs For
Unexercised Options/SARs For Year End (#) Year End ($)
----------------------------------------- --------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- - ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
U.E. Patrick 821,120 184,482 0 0
Rick D. Clark 92,000 8,000 0 0
William T. Stelzer 25,000 10,000 0 0
</TABLE>
PENSION PLAN
Patrick Petroleum Corporation of Michigan maintains a qualified
noncontributory defined benefit plan designed to provide retirement income
related to an employee's salary and years of service. Upon retirement, pursuant
to the Plan, an individual is entitled to receive a monthly benefit of 1.6% of
final average earnings (1/60 of the sum of an individual's earnings for the 60
consecutive months which produce the highest average within the last 120 months
of service) multiplied by the number of years of credited service, subject to a
maximum of 30 years. The definition of "compensation" in the Plan excludes
amounts contributed to the Plan, and also excludes commissions, overtime pay or
any incentive compensation.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Remuneration Years of Service
- - -------------- ----------------------------------------------------
15 20 25 30
------ ------ ------ ------
<S> <C> <C> <C> <C>
$ 50,000 12,000 16,000 20,000 24,000
100,000 24,000 32,000 40,000 48,000
125,000 30,000 40,000 50,000 60,000
150,000 (1) 36,000 48,000 60,000 72,000
<FN>
__________________
(1) Maximum salary permitted. The numbers in each column are rounded figures.
</TABLE>
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As of December 31, 1994, the Designated Individuals had the following
years of credited service under the Plan: Mr. Clark, 12 years; and Mr. Stelzer
5 years. For fiscal 1994, these individuals had the amounts of compensation
characterized as salary in the Summary Compensation Table covered under the
Plan. The benefits are computed based upon straight life annuity amounts and
are not subject to any deduction for Social Security benefits or other offset
amounts. Mr. Patrick terminated his participation in the Plan and withdrew his
benefits during 1994.
EMPLOYMENT AND OTHER COMPENSATORY AGREEMENTS
The Company entered into an executive employment agreement with Mr.
Patrick effective November 1, 1993 which extends through December 31, 1998 and
is automatically renewed for one year periods thereafter. His salary base
through March 31, 1994 was $25,000 per month and $450,000 per year thereafter.
Upon the expiration of the initial term or any extension of the employment
agreement, the agreement provides for a consulting engagement as a general
advisor and consultant to management for a term of four years, with
compensation at 50% of Mr. Patrick's then current minimum annual salary under
the employment agreement. The agreement also provides that Mr. Patrick
participates in the Patrick Petroleum Corporation of Michigan 1990 Bonus Pool
Plan. In the event of Mr. Patrick's death or disability during the term of the
employment agreement or during the first two years of a consulting arrangement,
Mr. Patrick or his designee shall receive 50% of the salary he would otherwise
receive for the balance of the first two years. In the event that a change in
control of the Company occurs, if Mr. Patrick's employment is terminated, as
that term is defined in the agreement, then Mr. Patrick is entitled to the
following severance benefits: (1) payment of his salary through the date of
termination, (2) the sum of Mr. Patrick's base salary and the highest bonus
awarded to him during the previous three years times the lesser of three or the
number of whole and fractional years between the date of termination and
December 31, 1998 (but in no event less than two), (3) accelerated vesting of
all outstanding stock options, and (4) normal benefits until December 31, 1998.
Pursuant to a Merger Agreement among the Company, La/Cal Energy
Partners, Goodrich Petroleum Corporation and Goodrich Acquisition, Inc. Mr.
Patrick has agreed to terminate his employment agreement at the effective date
of the merger and enter into a consulting agreement pursuant to which the
Company will pay Mr. Patrick approximately $317,000 per year for the three
years after the effective date. The Company's obligation with respect to the
consulting fee is absolute and will not be terminated by Mr. Patrick's death or
disability.
The Company has entered into an incentive compensation agreement with
five individuals, including Mr. Clark and Mr. Stelzer, for their assistance in
possible restructuring transactions related to the Company. In the event that
certain restructuring transactions such as a merger or asset sale are
consummated, the five individuals who assist in completing the transaction will
participate equally in an incentive pool equal to the value of the transaction
pertaining to oil and gas reserves times 1% for each transaction or cumulative
transactions greater than $23,000,000. Individuals may be removed from the
incentive pool if they are performing unsatisfactorily or upon their
resignation from the Company as an employee or consultant.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are Messrs. Patrick, Briggs
and Jenkins. During 1994, Mr. Patrick was President and Chief Executive
Officer of the Company and also served as a member of the Compensation
Committee of the Board of Directors.
The law firm of Basil M. Briggs, a director of the Company, supplied
legal services and the accounting firm of James R. Jenkins, a director of the
Company, supplied computer, accounting and tax services to the Company during
1994.
U.E. Patrick, the President, Chief Executive Officer and a director of
the Company, is the uncle, by marriage, of Phillip J. McAndrews, a Vice
President of the Company.
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ITEM 12.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table reflects the ownership of Company Common Stock as
of April 28, 1995 by (i) persons as a group who are known to the Company to be
the beneficial owners of more than 5% of the outstanding shares of Common
Stock, (ii) each director, and (iii) all directors and executive officers as a
group. The Company believes that, except as noted, the stockholders listed
below have sole investment and voting power with respect to the Patrick Common
Stock beneficially owned by them. Patrick is not aware of any holders of 5% or
more of, and none of the officers or directors of Patrick owns any shares of,
Patrick Preferred Stock. Except as otherwise indicated below the address for
each person listed in the table is 301 W. Michigan Avenue, Jackson, Michigan
49201.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED CLASS
------------------------------------ ------------------ ---------
<S> <C> <C>
B.A.R.D. Industries, Inc. . . . . . . . . . . . . . . . .
15311 Vantage Parkway West, Suite 315
Houston, TX 77032 (1) 3,107,741 15.7%
FMR Corp. (2) . . . . . . . . . . . . . . . . . . . . . .
82 Devonshire Street
Boston, MA 02109 1,081,770 5.2%
U.E. Patrick . . . . . . . . . . . . . . . . . . . . . . 944,093(3) 5.0%
Basil M. Briggs . . . . . . . . . . . . . . . . . . . . . 49,652(3) *
Benjamin F. Edwards, II . . . . . . . . . . . . . . . . . 54,000(3) *
Wayne G. Kees . . . . . . . . . . . . . . . . . . . . . . 56,665(3) *
James R. Jenkins . . . . . . . . . . . . . . . . . . . . 60,105(3) *
John C. Napley . . . . . . . . . . . . . . . . . . . . . 95,072(3) *
Rick D. Clark . . . . . . . . . . . . . . . . . . . . . . 92,000(3) *
William T. Stelzer . . . . . . . . . . . . . . . . . . . 25,000(3) *
Directors and Executive Officers as a group (11 persons)
(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,425,174(4) 6.8%
<FN>
____________________
* Less than 1%.
(1) Based on a Schedule 13D of B.A.R.D. Industries, Inc. dated February 6,
1995.
(2) Based on information contained in a Schedule 13G of the Securities and
Exchange Commission filed by FMR Corp. on December 31, 1994. FMR Corp. is
the parent corporation of Fidelity Management and Research Company, an
investment adviser registered under the Investment Advisers Act of 1940
which acts as an investment adviser to several investment companies. The
shares listed assumes conversion of 174,000 shares of Company Preferred
Stock into 579,420 shares of Company Common Stock and 460,000 warrants
into 460,000 shares of Company Common Stock.
(3) This amount includes the following number of shares which the listed
individuals have the right to acquire beneficial ownership of within 60
days: Mr. Patrick 821,120; Mr. Briggs 49,000; Mr. Edwards 51,000; Mr.
Kees 46,500; Mr. Jenkins 44,000; Mr. Napley 45,500; Mr. Clark 92,000; and
Mr. Stelzer 25,000.
</TABLE>
6
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(4) Includes 1,222,586 shares which the 11 officers and directors have the
right to acquire pursuant to the exercise of options within 60 days.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the New York Stock Exchange. Officers, directors and greater than
ten-percent stockholders are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms which they file.
Based solely on its review of the copies of such forms received by it,
or written representation from certain reporting persons that no Form 5's were
required for those persons, the Company believes that, during the last fiscal
year all filing requirements applicable to its officers, directors, and greater
than 10% beneficial owners were complied with except for a Form 3 for Thomas
Johnson, which was filed late.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The law firm of Basil M. Briggs, a director of the Company, supplied
legal services, and the accounting firm of James R. Jenkins, a director of the
Company, supplied computer, accounting and tax services to the Company during
1994.
U.E. Patrick, the President, Chief Executive Officer and a director of
the Company, is the uncle, by marriage, of Phillip J. McAndrews, a Vice
President of the Company.
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ITEM 14.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
<TABLE>
<S> <C>
(a) 1. Financial Statements Page
----
The following consolidated financial statements of Patrick
Petroleum Company are included in Part II, Item 8:
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1
Balance sheets - December 31, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2
Statements of operations - Years ended December 31, 1994,
1993 and 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-3
Statements of stockholders' equity - Years ended December 31,
1994, 1993 and 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-4
Statements of cash flows - Years ended December 31,
1994, 1993 and 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-5
Notes to consolidated financial statements - Years ended
December 31, 1994, 1993 and 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-6
(a) 2. Financial Statement Schedules
II - Valuation and qualifying accounts and reserves - Years
ended December 31, 1994, 1993 and 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-28
</TABLE>
The remaining schedules for which provision is made in Regulation S-X
are not required under the instructions contained therein, are inapplicable, or
the information is included in the footnotes to the financial statements.
(a) 3. Exhibits
(2) Plan of acquisition, reorganization, arrangement, liquidation or
succession:
(2.1) Agreement and Plan of Merger among Patrick Petroleum
Company, Patrick Acquisition Corp. and American National Petroleum
Company dated as of March 25, 1993, as amended. (The exhibits to
this Agreement are not included. A list describing such exhibits is
contained on pages vi and vii of the Agreement. The Company will
provide a copy of any omitted exhibit to the Commission
supplementally upon request.) (Incorporated by reference to Form
S-4, reg. #33-61480)
(2.2) Agreement and Plan of Merger among Patrick Petroleum
Company, La/Cal Energy Partners, Goodrich Petroleum Corporation, and
Goodrich Acquisitions, Inc. dated as of March 10, 1995. (One
exhibit to the Agreement is not included. The missing exhibit is
described on page vi of the Agreement. The Company will supply a
copy of the omitted exhibit to the Commission supplementally upon
request.)
(10) Material Contracts:
(10.3) Patrick Petroleum Company Profit Sharing Plan and Trust
dated December 27, 1984. (Incorporated by reference to Exhibit 10.3
to Annual Report on Form 10-K for the year ended December 31,
1984).(1)
(10.3A) First amendment dated December 17, 1987 to the Patrick
Petroleum Company Profit Sharing and Trust dated December 27,
1984.(1)
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(10.4) Patrick Petroleum Corporation of Michigan Retirement
Plan and Trust, Restated 1984. (Incorporated by reference to
Exhibit 10.4 to Annual Report on Form 10-K for the year ended
December 31, 1984).(1)
(10.4a) Amendments number one, two and three to the Patrick
Petroleum Corporation of Michigan Retirement Plan and Trust,
Restated 1984. (Incorporated by reference to Exhibit 10.4a to the
Annual Report on Form 10-K for the year ended December 31,
1990).(1)
(10.5) Patrick Petroleum Corporation of Michigan 1984
Incentive Compensation Plan. (Incorporated by reference to Exhibit
10.5 to Annual Report on Form 10-K for the year ended December 31,
1984).(1)
(10.6) Patrick Petroleum Company Stock Option and Stock
Appreciation Rights Plan, as amended, dated April 15, 1980.
(Incorporated by reference to Exhibit 10.6 to Annual Report on Form
10-K for the year ended December 31, 1984).(1)
(10.18) Executive Employment Agreement for U. E. Patrick with
Patrick Petroleum Company dated November 1, 1993. (Incorporated by
reference to Exhibit 10.18 to the Annual Report on Form 10-K for
the year ended December 31, 1993.)(1)
(10.21) Credit Agreement between Patrick Petroleum Corporation
of Michigan and First Union National Bank of North Carolina dated
March 16, 1995, with Exhibits.(2)
(10.23) Patrick Petroleum Corporation of Michigan 1990 Bonus
Pool Plan executed August 7, 1990. (Incorporated by reference to
Exhibit 10.21 to the Annual Report on Form 10-K for the year ended
December 31, 1990).
(10.24) Amendment dated August 7, 1992 to the Note and Warrant
Purchase Agreement dated May 10, 1990 (Incorporated by reference to
Exhibit 10.22 to S-2 Registration Statement 33-50756).
(10.25) Asset Purchase Agreement by and between Patrick
Petroleum Corporation of Michigan and American National Petroleum,
Inc. as Seller, and Unit Petroleum Company, as Purchaser, effective
May 1, 1994.(2)
(10.26) Purchase and Sale Agreement by and among Patrick
Acquisition Corp. and Whiting Petroleum Corporation dated May 10,
1993 (Incorporated by reference to Form S-4, Registration number
33-61480).
(10.27) Patrick Petroleum Company's 1993 Stock Option Plan
(Incorporated by reference to Form S-8 Registration Number
33-72342).(1)
(10.28) Patrick Petroleum Company's Directors Stock Option Plan
(Incorporated by reference to Form S-8 Registration Number
33-72342).(1)
(10.29) Stock Purchase and Put Option Agreement dated as of
March 30, 1994 between the Company and Penske Corporation.
(Incorporated by reference to Exhibit 10.29 to the Annual Report on
Form 10-K for the year ended December 31, 1993.)
(10.29b) Closing Agreement and Instructions to Agent entered
into as of April 12, 1994 between the Company and Noteholders.
(10.29c) Voting Agreement dated as of March 30, 1994 between
the Company and Penske. (Incorporated by reference to Exhibit
10.29c to the Annual Report on Form 10-K for the year ended
December 31, 1993.)
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(10.29d) Letter dated March 31, 1994 between the Company and
Penske regarding letter of credit. (Incorporated by reference to
Exhibit 10.29d to the Annual Report on Form 10-K for the year
ended December 31, 1993.)
(10.30) Agreement dated March 31, 1994 between the Company and certain
employees. (Incorporated by reference to Exhibit 10.30 to
the Annual Report on Form 10-K for the year ended
December 31, 1993.)
(22) Subsidiaries of the Registrant:
(a) Patrick Petroleum Corporation of Michigan (a Michigan
corporation), a wholly-owned subsidiary of the Registrant.
(b) American National Petroleum Company, (a Nevada
corporation), a wholly-owned subsidiary of the Registrant, has the
following wholly-owned subsidiaries:
1. Drilling & Workover Company, Inc. (Louisiana corporation)
2. Lece, Inc. (Texas corporation)
3. National Marketing Company (Delaware corporation)
4. Pecos Pipeline & Producing Company (Texas corporation)
(c) Goodrich Petroleum Corporation (a Delaware corporation), a
wholly owned subsidiary of the Registrant, has the following wholly
owned subsidiary:
1. Goodrich Acquisition, Inc. (a Delaware corporation).
(23) Consent of Experts
(23.1) Lee Keeling and Associates, Inc. (2)
(23.2) Deloitte & Touche
(23.3) Huddleston & Co., Inc.(2)
(b) Reports on Form 8-K
-------------------
A form 8-K dated December 15, 1994, pertaining to the Unit Petroleum
Corporation asset sale was filed December 29, 1994, and an amended
Form 8-KA was filed January 20, 1995.
(1) Management contracts or compensation plans or arrangements.
(2) Included in this filing.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
PATRICK PETROLEUM COMPANY
BY: /s/ Robert J. Swistock
--------------------------------------------------
Robert J. Swistock, Treasurer
Vice President, Finance and Principal Financial
Officer
11
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EXHIBIT INDEX
Exhibits
- - --------
23.1 Consent of Lee Keeling and Associates, Inc.
23.3 Consent of Huddleston & Co., Inc.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF LEE KEELING AND ASSOCIATES, INC.
LEE KEELING AND ASSOCIATES, INC.
PETROLEUM CONSULTANTS
3500 FIRST NATIONAL TOWER
15 EAST 5TH STREET
TULSA, OKLAHOMA 74103
(918) 587-5521
FACSIMILE 587-2881
March 30, 1995
Patrick Petroleum Company
301 West Michigan Avenue
Jackson, Michigan 49201
Gentlemen:
Lee Keeling and Associates, Inc. ("Keeling"), hereby consents to the use of its
name and reference to it in the Annual Report on Form 10-K of Patrick Petroleum
Company for the year ended December 31, 1994.
LEE KEELING AND ASSOCIATES, INC.
By: /s/ Kenneth Renberg
----------------------------
Kenneth Renberg,
Vice President
<PAGE> 1
EXHIBIT 23.3
CONSENT OF HUDDLESTON & CO., INC.
Huddleston & Co., Inc.
Petroleum and Geological Engineers
1111 Fannin-Suite 1700
Houston, Texas 77002
----------------------
(713) 658-0248
April 27, 1995
Patrick Petroleum Company
301 West Michigan Avenue
Jackson, MI 49201
Gentlemen:
Huddleston & Co., Inc. hereby consents to the use of its name and reference to
it in the Annual Report on Form 10-K of Patrick Petroleum Company for the year
ended December 31, 1994.
HUDDLESTON & CO., INC.
By: /s/ B.P. Huddleston
-----------------------------
B.P. Huddleston, P.E.
