<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarter ended March 31, 1996
or
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 number 0-9498
BELLWETHER EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
Delaware 74-0437769
(State of incorporation) (I.R.S. Employer Identification No.)
1221 Lamar, Suite 1600, Houston, Texas 77010-3039
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 650-1025
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
- -------------------- ---------------------
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value NASDAQ/NMS
Indicate by check mark whether the registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [_]
As of May 15, 1996, 9,068,979 shares of Common Stock of Bellwether
Exploration Company were outstanding.
1
<PAGE>
BELLWETHER EXPLORATION COMPANY
INDEX
<TABLE>
<CAPTION>
PAGE
NUMBER
------
<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets:
March 31, 1996 (Unaudited) and June 30, 1995................. 3
Condensed Consolidated Statements of Operations (Unaudited):
Three and nine months ended March 31, 1996 and
March 31, 1995.............................................. 5
Condensed Consolidated Statements of Cash Flows (Unaudited):
Nine months ended March 31, 1996 and March 31, 1995.......... 6
Notes to Condensed Consolidated Financial Statements (Unaudited).. 8
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................... 11
PART II. OTHER INFORMATION................................................. 16
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BELLWETHER EXPLORATION COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands)
<TABLE>
<CAPTION>
ASSETS
----------
March 31, 1996 June 30, 1995
-------------- -------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 2,939 $ 1,088
Accounts receivable and accrued revenue 5,497 5,322
Due from affiliates 612 ---
Prepaid expenses and other 379 217
-------- --------
Total current assets 9,427 6,627
-------- --------
PROPERTY AND EQUIPMENT, AT COST:
Oil and gas properties (full cost 71,694 71,426
method)
Gas plant facilities 12,818 13,049
Gas gathering system --- 6,011
-------- --------
84,512 90,486
Accumulated depreciation, depletion
and amortization (27,884) (23,291)
-------- --------
56,628 67,195
-------- --------
OTHER ASSETS 804 828
-------- --------
$ 66,859 $ 74,650
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
BELLWETHER EXPLORATION COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands, Except Share Data)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
March 31, 1996 June 30, 1995
--------------- -------------
<S> <C> <C>
(Unaudited)
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 2,020 $ 1,774
Due to affiliates 272 76
Current maturities of long-term debt --- 6,023
------- -------
Total current liabilities 2,292 7,873
------- -------
OTHER LONG-TERM LIABILITIES 2,086 151
LONG-TERM DEBT 14,048 18,525
DEFERRED INCOME TAXES 2,400 2,400
MINORITY INTEREST --- 254
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value,
1,000,000 shares authorized;
none issued or outstanding at
March 31, 1996 and June 30, 1995
--- ---
Common stock, $.01 par value,
15,000,000 shares authorized,
9,050,479 and 9,045,479 shares issued
and outstanding at March 31, 1996
and June 30, 1995, respectively
91 90
Additional paid-in capital 41,499 41,472
Retained earnings 4,443 3,885
------- -------
Total stockholders' equity 46,033 45,447
------- -------
$66,859 $74,650
======= =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
BELLWETHER EXPLORATION COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(Amounts in Thousands, Except per Share Data)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended Ended
March 31, March 31,
------------------------------------------
1996 1995 1996 1995
------------------------------------------
<S> <C> <C> <C> <C>
REVENUES:
Oil and gas revenues $3,983 $2,243 $11,125 $ 4,883
Gas plant revenues 1,490 1,300 3,863 4,284
Gas gathering revenues 824 1,229 3,374 3,761
Interest and other income 41 11 98 37
------ ------ ------- -------
6,338 4,783 18,460 12,965
------ ------ ------- -------
COST AND EXPENSES:
Lease operating expenses 1,413 738 3,860 1,655
Gas plant operating expenses 790 669 2,067 2,235
Gas gathering expenses 661 707 2,390 2,328
Depreciation, depletion and
amortization 1,746 1,336 5,612 3,301
General and administrative expenses 779 757 2,338 1,817
Interest expense 404 338 1,360 695
Other expense 3 --- 158 ---
------ ------ ------- -------
5,796 4,545 17,785 12,031
------ ------ ------- -------
Income before income taxes and
minority interest 542 238 675 934
Provision for income taxes (15) --- 117 ---
Minority interest --- 39 --- 133
------ ------ ------- -------
NET INCOME $ 557 $ 199 $ 558 $ 801
====== ====== ======= =======
Earnings per share $0.06 $0.02 $0.06 $0.11
====== ====== ======= =======
Weighted average common and
common equivalent shares
outstanding 9,046 8,386 9,046 7,271
====== ====== ======= =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
BELLWETHER EXPLORATION COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Amounts in Thousands)
<TABLE>
<CAPTION>
Nine Months Ended
March 31,
-------------------
1996 1995
-------- --------
<S> <C> <C>
Net income $ 558 $ 801
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation, depletion and
amortization 5,749 3,386
Minority interest in gas plant
ventures --- 81
Change in assets and liabilities:
Accounts receivable and accrued revenue (176) 1,494
Accounts payable and other liabilities 256 (2,086)
Due (to) from affiliates (416) ---
Other (264) 124
-------- --------
NET CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES 5,707 3,800
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to oil and gas properties (3,202) (2,464)
Cash paid for acquisition of Odyssey --- (5,715)
Cash paid for acquisition of Hampton --- (18,186)
Other (57) (131)
-------- --------
NET CASH FLOWS USED IN
INVESTING ACTIVITIES (3,259) (26,496)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings --- 20,335
Payments of long-term debt (10,500) (12,958)
Proceeds from gas contract assumption 9,875 ---
Net proceeds from stock offering --- 17,337
Exercise of stock options 28 ---
-------- --------
NET CASH FLOWS PROVIDED BY (USED IN)
FINANCING ACTIVITIES (597) 24,714
-------- --------
Net increase in cash and cash
equivalents 1,851 2,018
Cash and cash equivalents at
beginning of period 1,088 1,453
-------- --------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD $ 2,939 $ 3,471
======== ========
</TABLE>
6
<PAGE>
BELLWETHER EXPLORATION COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)
(Amounts in Thousands)
<TABLE>
<CAPTION>
Nine Months Ended
March 31,
-------------------
1996 1995
-------- --------
<S> <C> <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest $ 927 $ 653
Income taxes $ 161 $ ---
</TABLE>
See accompanying notes to condensed consolidated financial statements.
7
<PAGE>
BELLWETHER EXPLORATION COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with instructions to Form 10-Q and, therefore,
do not include all disclosures required by generally accepted accounting
principles. However, in the opinion of management, these statements
include all adjustments, which are of a normal recurring nature, necessary
to present fairly the financial position at March 31, 1996 and June 30,
1995, and the results of operations and changes in cash flows for the
periods ended March 31, 1996 and 1995. These financial statements should
be read in conjunction with the consolidated financial statements and notes
to the consolidated financial statements in the 1995 Form 10-K of
Bellwether Exploration Company ("the Company") that was filed with the
Securities and Exchange Commission.
2. INDUSTRY SEGMENT INFORMATION
The Company's operations are concentrated primarily in three segments; the
exploration and production of oil and natural gas, gas plant operations and
gas gathering operations.
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
MARCH 31,
-------------------------
1996 1995
------------ -----------
<S> <C> <C>
Sales to unaffiliated customers:
Oil and gas $11,125 $ 4,883
Gas plants 3,863 4,284
Gas gathering 3,374 3,761
Other revenues 98 37
------- -------
Total revenues 18,460 12,965
======= =======
Operating profit before income tax
Oil and gas 2,647 959
Gas plants 1,137 1,255
Gas gathering 649 1,062
------- -------
4,433 3,276
Unallocated corporate expenses 2,398 1,780
Interest expense 1,360 695
------- -------
Income before taxes 675 801
======= =======
Depreciation, depletion and
amortization:
Oil and gas 4,618 2,269
Gas plants 659 661
Gas gathering 335 371
------- -------
$ 5,612 $ 3,301
======= =======
</TABLE>
8
<PAGE>
BELLWETHER EXPLORATION COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3. ACQUISITIONS, MERGERS AND PRO FORMA FINANCIAL INFORMATION
During fiscal 1995, the Company completed the following mergers and
acquisitions:
On February 28, 1995 the Company acquired Hampton Resources Corporation
("Hampton") in exchange for $17.0 million in cash and 1,006,458 shares of the
Company's common stock. The Company acquired common and preferred stock of
Hampton for $2.7 million prior to the merger and incurred $1.4 million in
expenses in connection with the merger. The total cash outlay of $21.1
million and the issuance of common stock valued at $4.8 million resulted in a
total cost of $25.9 million for the acquisition of Hampton. Hampton was an
energy company engaged in the exploration, acquisition and production of oil
and natural gas.
On August 26, 1994 the Company acquired Odyssey Partners, Ltd. ("Odyssey") in
exchange for $5.6 million in cash (funded from a common stock offering which
closed on the same date) and 916,665 shares of the Company's common stock,
for a total cost of $9.6 million. Odyssey is an exploration company which
assembles, exploits and operates oil and gas properties using state-of-the-
art 3-D seismic and computer-aided exploration technology. Odyssey's primary
areas of operation have been the onshore Gulf Coast region and the Permian
Basin area of West Texas and Southeast New Mexico.
The following table presents the unaudited proforma results of operations as
if the Hampton and Odyssey transactions (the "Mergers") had occurred on July
1, 1994. The Mergers were accounted for as purchases, and their results of
operations are included in the Company's results of operations from the dates
of acquisition. The Company's pro forma results are based on assumptions and
estimates and are not necessarily indicative of the Company's results of
operations had the transactions occurred as of July 1, 1994, or those in the
future (in thousands, except earnings per share).
<TABLE>
<CAPTION>
NINE MONTHS ENDED
MARCH 31, 1995
-----------------
<S> <C>
Revenues $18,404
Expenses 17,964
-------
Earnings before minority interest and 440
income taxes
Minority interest 134
-------
Net income $ 306
=======
Earnings per share $ 0.03
=======
</TABLE>
9
<PAGE>
BELLWETHER EXPLORATION COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
4. GAS PLANT MINORITY INTEREST
The Company and its joint venture partner in the gas plant ventures have
amended the joint venture agreements, effective July 1, 1995, to
increase the Company's ownership in the gas plant ventures to 100% until
payout. Upon payout, the Company's interest will be reduced to 80%,
unchanged from the current arrangement. The provision for minority
interest in gas plant ventures in the Company's financial statements has
been eliminated as a result of this transaction.
5. LONG TERM DEBT
During the second quarter of fiscal 1996, the borrowing base on the
Company's credit facility was increased to $26.6 million and the
repayment schedule was modified and extended from March 1999 to June
2001. During the third quarter of fiscal 1996, the Company made a
principal payment of $9.5 million and the borrowing base of the Credit
facility was revised to $20.1 million. As a result of these
transactions, the current portion of long-term debt was reduced from
$6.0 million at June 30, 1995 to zero at March 31, 1996. In April 1996,
the interest rate on Eurodollar Advances under the credit facility was
decreased from the Eurodollar rate plus 1- 3/4% to the Eurodollar rate
plus 1-1/4%. The next scheduled principal payment is $68,333 due on
June 30, 1997.
6. GAS CONTRACT LIABILITY
The Company and certain third parties were the beneficiaries of an
agreement ("Purchase Agreement") whereby another party had an obligation
to purchase, until May 1999, the gas produced by the Company and such
third parties from the West Monroe field in Union Parish, Louisiana at a
price of $4.50 per MMBTU. Bellwether owned a large majority of the gas
produced and sold pursuant to the Purchase Agreement. In March 1996, in
exchange for Bellwether's agreement to assume this obligation to
purchase gas under the Purchase Agreement, Bellwether was paid $9.9
million. As a result of this transaction, the Company has recorded a
liability of $2.0 million to cover estimated liabilities under the
contract. Gas gathering operations of the subsidiary and payments to
third parties will be charged to the liability as incurred. From the
proceeds, $9.5 million was paid on the Company's credit facility.
10
<PAGE>
BELLWETHER EXPLORATION COMPANY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Capital Resources and Liquidity
The strategy of the Company has been to acquire producing oil and gas properties
through mergers, acquisitions and development, to participate in certain gas
processing and gas gathering investments, and to participate selectively in
exploration activities. The funding of these activities has been provided by
operating cash flows, bank financing and equity placements. Net cash provided
by operating activities was $5.7 million for the nine months ended March 31,
1996 compared to $3.8 million used in operating activities in the same period of
1995. The Company invested $3.2 million in oil and gas properties for the nine
months ended March 31, 1996 versus $2.5 million in 1995. Additionally, the
Company spent $43,000 for the nine months ended March 31, 1996 and $125,000 in
the nine months ended March 31, 1995 on gas plant and gas gathering facilities.
During the second quarter of fiscal 1996, the borrowing base on the Company's
credit facility was increased to $26.6 million and the repayment schedule was
modified and extended from March 1999 to June 2001. During the third quarter of
fiscal 1996, the Company made a principal payment of $9.5 million on this
facility and the borrowing base was revised to $20.1 million. As a result of
these transactions, the current portion of long-term debt was reduced from $6.0
million at June 30, 1995 to zero at March 31, 1996. In April 1996, the interest
rate on Eurodollar Advances under the credit facility was decreased from the
Eurodollar rate plus 1- 3/4% to the Eurodollar rate plus 1- 1/4%. The next
scheduled principal payment is $68,333 due on June 30, 1997.
During the fourth quarter of fiscal 1995, the Company entered into an agreement
with two investment banking firms to raise $30 million through a private
placement of senior debt. During the second quarter of fiscal 1996, Bellwether
terminated the agreement and $130,000 was charged to expenses for the costs
incurred in connection with the agreement.
The Company and certain third parties were the beneficiaries of an agreement
("Purchase Agreement") whereby another party had an obligation to purchase,
until May 1999, the gas produced by the Company and such third parties from the
West Monroe field in Union Parish, Louisiana at a price of $4.50 per MMBTU.
Bellwether owned a large majority of the gas produced and sold pursuant to the
Purchase Agreement. In March 1996, in exchange for Bellwether's agreement to
assume this obligation to purchase gas under the Purchase Agreement, Bellwether
was paid $9.9 million. As a result of this transaction, the Company has
recorded a liability to cover the estimated losses under the contract. Gas
gathering operations of the subsidiary and payments to third parties will be
charged to the liability as incurred. From the proceeds, $9.5 million was paid
on the Company's credit facility.
Gas Balancing
It is customary in the industry for various working interest partners to sell
more or less than their entitled share of natural gas. The settlement or
disposition of existing gas balancing positions is not anticipated to materially
impact the financial condition of the Company.
11
<PAGE>
BELLWETHER EXPLORATION COMPANY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Fiscal 1996 Capital Expenditures
The Company anticipates investing approximately $7.6 million during fiscal 1996,
which is comprised of $6.0 million for development drilling activities and
acquisitions, $1.3 million for exploratory drilling activities, and $0.2 million
for gas plant and gas gathering facilities. Bellwether completed a five-well
recompletion program in the Cove field, offshore Matagorda County, Texas in the
third quarter of fiscal 1996 at a net cost of $3.5 million. The first four
wells were successfully completed for production of 11 million cubic feet of gas
per day up from 1.5 million cubic feet per day prior to the recompletion
program. The fifth well in the program was not successfully recompleted.
Management also expects to commence the drilling of a development well in the
Cove field in the first quarter of fiscal 1997. The Company commenced drilling
on the first of three wells in the Fausse Pointe Field, St. Martin and Iberia
Parishes, Louisiana in March 1996. Drilling on the #2 and #3 wells will follow
the June 1996 completion of the #1 well. Bellwether believes its cash flow
provided by operating activities and the proceeds from credit facilities will be
sufficient to meet these capital commitments. The Company continues to seek
acquisition opportunities and the consummation of such a transaction may
directly impact anticipated capital expenditures.
12
<PAGE>
BELLWETHER EXPLORATION COMPANY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Results of Operations (three and nine months ended March 31, 1996 and 1995)
The following table sets forth certain operating information of the Company for
the periods presented:
<TABLE>
<CAPTION>
Three Months Ended March 31, Nine Months Ended March 31,
------------------------------------------------------------
Increase/ Increase/
1996 1995 (Decrease) 1996 1995 (Decrease)
------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Production:
Oil and condensate (MBBLS)........... 76 52 46.1% 260 115 126.1%
Natural gas (MMCF)................... 1,320 720 83.3% 3,748 1,683 122.7%
Average sales price:
Oil and condensate (per BBL)......... $18.46 $17.26 7.0% $16.75 $16.51 1.5%
Natural gas (1) (per MCF)............ $ 2.19 $ 1.87 4.8% $ 1.81 $ 1.77 2.3% --
Average unit production cost per
BOE (2)................................ $ 4.77 $ 4.13 15.4% $ 4.36 $ 4.18 4.3%
Gas plant operations:
Average daily inlet volumes (MMCF)...
21.2 21.5 (1.4%) 20.3 25.4 (20.1%)
Average daily net production
(MGALS)............................. 40 39 2.6% 36 45 (20.0%)
Average NGL sales price
(per gallon)......................... $ .29 $ .29 --- $ .29 $ .28 3.6%
Gas gathering operations:
Throughput (MMCF) (3)................ 298 366 (18.6%) 1,036 1,122 (7.7%)
</TABLE>
- -----------------
/(1)/ Average sales price for natural gas includes revenues received from the
sale of natural gas liquids removed from the Company's gas production.
/(2)/ Costs incurred to operate and maintain wells and related equipment and
facilities including ad valorem and severance taxes.
/(3)/ Operations charged to gas contract liability subsequent to March 1, 1996.
(See Note 6 of the Notes to Condensed Consolidated Financial Statements)
13
<PAGE>
BELLWETHER EXPLORATION COMPANY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Revenues
Oil and gas revenues for the three and nine months ended March 31, 1996 were
$4.0 million and $11.1 million, or 82% and 127% higher than oil and gas revenues
of $2.2 million and $4.9 million for the same periods in 1995. The increase in
oil revenues was attributable primarily to higher production as a result of the
mergers of Odyssey in August 1994 and Hampton in March 1995, additional
production from the Cove field workovers, and an increase in prices. Gas
revenues also increased as a result of production from the mergers, increased
production due to workovers and improved gas prices.
Gas plant revenues of approximately $1.5 million and $3.9 million are reflected
in the three and nine months ended March 31, 1996 compared to $1.3 million and
$4.3 million in the same periods of 1994. A decline in plant inlet volumes from
the SACROC Unit, the principal source of gas supplied to the Snyder gas plant,
partially offset by increased prices, was the primary cause of the decrease.
Expenses
Lease operating expenses for the three and nine months ended March 31, 1996
totaled $1.4 million and $3.9 million or 100% and 129% over the $0.7 million and
$1.7 million for the three and nine months ended March 31, 1995. The increase
is the result of the Hampton merger. Lease operating expenses per barrel of oil
equivalent were 15% and 4% higher in the three and nine months ended March 31,
1996 when compared to the same period in 1995, due primarily to the effect of
the Hampton merger.
Gas plant operating expenses approximated $0.8 million and $2.1 million in the
three and nine months ended March 31, 1996 as compared to $0.7 million and $2.2
million for the prior periods.
Gas gathering expenses for the three and nine months ended March 31, 1996 were
$0.7 million and $2.4 million, compared to the $0.7 million and $2.3 million
reflected in the same periods in 1995. In March 1996, the pipeline operations
were charged to the gas contract liability, as a result of the assumption of a
contract to purchase gas at $4.50 per MMBTU. (See Note 6 of the Notes to the
Condensed Consolidated Financial Statements)
Depreciation, depletion and amortization of $1.7 million and $5.6 million for
the three and nine months ended March 31, 1996 reflects a 31% and 70% increase
from $1.3 million and $3.3 million in the same periods in 1995, primarily
because of an increase in oil and gas production and an increase in the
depletion rate per barrel of oil equivalent both of which were caused by
increases in reserves due to the mergers and new drilling and workovers.
General and administrative expenses totaled $0.8 million and $2.3 million in the
three and nine months ended March 31, 1996 compared to $0.8 million and $1.8
million in the same periods in 1995. The increase was due primarily to
increased management fees and overhead incurred as a result of the mergers.
Other expense for the nine months ended March 31, 1996 includes $130,000 of
costs incurred in connection with the private placement of senior debt which was
terminated.
14
<PAGE>
BELLWETHER EXPLORATION COMPANY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Interest expense increased to $0.4 million and $1.4 million for the three and
nine months ended March 31, 1996 from $0.3 and $0.7 million in the same periods
of 1995. The increase in interest expense is the result of increased borrowings
associated with the Hampton merger.
Income Taxes
Provision for income taxes includes $30,000 in federal income tax and $187,000
in state income taxes. State income taxes primarily relate to a tax paying
subsidiary whose net operating loss carryforward was fully utilized during the
year ended June 30, 1995.
Net Income
Net income for the three and nine months ended March 31, 1996 was approximately
$0.6 million and $0.6 million as compared to net income of $.2 million and $0.8
million in the same periods of 1995.
15
<PAGE>
BELLWETHER EXPLORATION COMPANY
PART II. OTHER INFORMATION
ITEM 1. None. LEGAL PROCEEDINGS
ITEM 2. None. CHANGES IN SECURITIES
ITEM 3. None. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. None. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5. None. OTHER INFORMATION
16
<PAGE>
BELLWETHER EXPLORATION COMPANY
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
The following exhibits are filed with this Form 10-Q and they
are identified by the number indicated.
10.4 Assignment of gas purchase contract from Texas Gas
Transmission Corporation to Bellwether
27 Financial Data Schedule
b. Reports on Form 8-K.
None.
17
<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.
BELLWETHER EXPLORATION COMPANY
------------------------------
(Registrant)
Date: May 15, 1996 By:/s/ J. Darby Sere'
----------------- ----------------------------------------
J. Darby Sere'
President and Chief Operating Officer
Date: May 15, 1996 By:/s/ Michael B. Smith
----------------- ------------------------------------
Michael B. Smith
Vice President and
Chief Financial Officer
18
<PAGE>
EXHIBIT 10.4
ASSIGNMENT
THIS ASSIGNMENT is made and entered into this 1st day of March, 1996 to
be effective as of 7:00 a.m. CST March 1, 1996 by and between TEXAS GAS
TRANSMISSION CORPORATION, a Delaware corporation, herein referred to as "Texas
Gas" or as "Assignor," and BELLWETHER EXPLORATION COMPANY, a Delaware
corporation, herein referred to as "Bellwether" or "Assignee."
WITNESSETH
WHEREAS, Assignor is a party to that certain Gas Purchase Contract dated
February 7, 1979, as amended, between Assignor, as Buyer, and West Monroe Gas
Gathering Corporation, et al., successors to Reliance Trust, et al., as
Sellers, covering the sale and purchase of natural gas from the West Monroe
Field, Union Parish, Louisiana, hereinafter referred to as the "Contract"; and
WHEREAS, Assignor desires to assign all of its interest in the Contract
to Assignee; and
WHEREAS, Assignee desires to acquire Assignor's interest in the Contract
and to replace Assignor as Buyer under the Contract;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the sufficiency of which is acknowledged, Assignor and
Assignee hereby agree as follows:
ARTICLE 1. ASSIGNMENT
1.1 Assignor hereby grants, conveys, transfers and assigns to Assignee
all of Assignor's interest, rights and obligations under the Contract effective
March 1, 1996. As the successor and assign of Assignor, Assignee hereby accepts
assignment of all of Assignor's interest, rights and obligations under the
Contract, and agrees to assume the obligations of Buyer under the Contract,
effective March 1, 1996.
1.2 Attached hereto as EXHIBIT A is a list of the agreements, amendments
or contracts which make up the Contract and which are being assigned to
Assignee. Assignor will furnish Assignee with copies of each of these
agreements within 15 days of execution of this Assignment.
<PAGE>
ARTICLE 2. PAYMENT
2.l Assignor agrees to pay Assignee the sum of nine million, eight hundred
and seventy-five thousand dollars ($9,875,000.00) in consideration of Assignee's
acceptance of this Assignment. Assignee hereby accepts the payment as an agreed
amount sufficient to allow Assignee to perform the obligations of Buyer over the
remaining term of the Contract. Such payment shall be made by wire transfer to
the following account on or before March 1, 1996:
Bank: Texas Commerce Bank Houston
ABA Number: 113000609
Acct. Name: Bellwether Exploration Company
Acct. Number: 00100285213
Reference: Assignment of Gas Contract
Contact: Pam BIRKHOLZ
ARTICLE 3. RELEASE and Indemnificatinn
3.1 In consideration of the above payment, Assignee agrees to release
Assignor from any claim from or on behalf of Assignee that the payment amount is
not, in fact, sufficient to allow Assignee to perform under the Contract and
Assignee further agrees to defend, save and hold Assignor harmless from any
loss, damages, liability, costs or expenses (including but not limited to
penalties, attorney fees, costs or interest), in regard to any claim or demand
by any entity affiliated with Assignee or by any other person or entity,
including but not limited to the Sellers under the Contract, which arises or
results from or relates to this Assignment or to Buyer's performance under the
Contract on or after the effective date of the Assignment. Assignee's indemnity
obligation shall not apply or extend to Assignor's regulatory proceedings before
the Federal Energy Regulatory Commission (FERC) or any public utility commission
proceeding relating to Assignor's rates.
3.2 In the event of any claim or demand against Assignor which may be
covered by this indemnification, Assignor shall promptly notify Assignee in
writing of such demand, with a copy of the demand if it is in written form, and
Assignee shall have the right to contest such demand and by virtue of this
indemnity shall be subrogated to all rights of Assignor in contesting such claim
and shall have all rights necessary to defend the same.
3.3 In the event any legal action is taken against Assignor for which it may
be entitled to be indemnified pursuant to this Agreement, upon notice by
Assignor, Assignee shall defend or settle such action at its own cost and
expense. Assignee shall have the right to select counsel to jointly represent
Assignor and Assignee with the advice and consent of Assignor which consent
shall not be unreasonably withheld. Assignee agrees to consult and cooperate
with Assignor in the defense of any such action, including, but not
2
<PAGE>
limited to, the providing of documents and records of Assignor. Assignor, at its
own expense, shall have the right to be represented by additional counsel of its
own choice. Further, Assignor shall have the right to appeal at its own cost any
adverse judgment which Assignee does not appeal. If Assignee decides not to
appeal such adverse judgment, Assignee shall notify Assignor in sufficient time
to permit Assignor to appeal such adverse judgment. If Assignor chooses to
appeal and Assignee does not, Assignor is under no obligation to perfect an
appeal which suspends the effect of the adverse judgment unless Assignee agrees
to furnish any appeal bond which may be required for such an appeal. Assignor's
decision to so appeal an adverse judgment shall not relieve Assignee of its
obligation to indemnify and hold Assignor harmless hereunder.
ARTICLE 4. TRANSPORTATION
4.1 As additional consideration for Assignee's agreement to accept
Assignor's obligations under the Contract, Assignor agrees to accept delivery of
gas purchased by Assignee under the Contract and tendered at the existing
receipt point by Assignee or its designee for transportation in Assignor's
pipeline facilities as set forth herein. Upon request of Assignee, Assignor and
Assignee shall enter into an interruptible transportation agreement in the form
set forth in Assignor's FERC tariff, as it may be amended from time to time. The
initial term of the agreement shall extend through June 30, 1999. Assignor shall
offer to Assignee such discounted IT rates as Assignor charges to other shippers
from time to time in the vicinity of the West Monroe receipt point for
comparable transportation service. Assignor further agrees to grant such waivers
of the gas quality specifications set forth in the tariff or the transportation
agreements as may be necessary to allow gas tendered during the remainder of the
primary term of the Contract to be accepted for transportation by Assignor for
Assignee or its designee; provided, however, the gas tendered for transportation
has a minimum Btu content of 950 MMBtu per cubic foot and otherwise meets the
quality specifications in the Contract other than the non-hydrocarbon content
specifications. The gas tendered for transportation shall not contain more than
7.2% by volume of nitrogen and not more than 7.45% of total non-hydrocarbon
gases.
ARTICLE 5. CONFIDENTIALITY
5.1 Assignor and Assignee agree not to make disclosure of the terms of this
Assignment to third (3rd) parties except the following disclosures which are
expressly permitted. Disclosure of the terms of this Assignment may be made to
comply with any applicable governmental regulations or orders. Disclosure may
also be made on a need to know basis to the parties' attorneys, representatives
and employees and to accounting experts, technical consultants, financial
institutions and prospective buyers or their
3
<PAGE>
representatives, if said representatives agree, in writing, to be bound by the
terms of this confidentiality provision. Disclosure of the terms of this
Assignment may also be made if the prior written approval of the non-disclosing
party is lawfully obtained or if such information becomes public information or
was obtained from some other source. If production of the Assignment is sought
by others in any judicial or administrative proceeding, the disclosing party
agrees to notify the non-disclosing party of the request for production, to
resist disclosure and, if disclosure is required, to seek protective orders to
prevent general dissemination of this Assignment and its terms.
5.2 The following disclosures are permitted as exceptions to Section 5.1.
Assignor may make such disclosures to the FERC or to parties in any proceeding
before the FERC as may be necessary to support its efforts to seek to include
the amounts paid hereunder in its rates. Any such disclosure in a proceeding
before the FERC shall be made only after Assignor has attempted in good faith to
obtain a protective order from the FERC restricting access to only those FERC
parties who have agreed to the protective order. In addition, Assignee or its
parent corporation may make such written disclosures to or filings with the
Securities Exchange Commission ("SEC") and issue such press releases as may be
necessary or required by the laws, rules or regulations of the SEC, with a copy
of any such disclosure, filing or press release mailed to Assignor.
5.3 In order to evidence this Assignment to third parties without violating
the restrictions of Section 4.1 above, attached hereto as EXHIBIT B is a pro
forma Certificate of Assignment to be executed by Assignor and Assignee.
Disclosure of the Certificate of Assignment is expressly permitted.
ARTICLE 6. MISCELLANEOUS
6.1 This Assignment is to be interpreted under the laws of the State of
Louisiana without giving regard to the conflict of laws and principles thereof.
6.2 This Assignment was prepared jointly by the parties hereto and not by
either party to the exclusion of the other.
6.3 Nothing herein is intended to confer a benefit on any third party.
6.4 This Agreement may be executed in counterparts, each of which shall be
considered an original.
4
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed in multiple originals on
this 1st day of March, 1996.
TEXAS GAS TRANSMISSION CORPORATION
(Assignor)
WITNESSES:
/s/ SHERRY L. RICE By: /s/ KIM R. COCKLIN
- -------------------- -------------------------------
/s/ KAREN J. HOLLAND Name: Kim R. Cocklin
- -------------------- Title: Vice President
BELLWETHER EXPLORATION COMPANY (Assignee)
/s/ LAURENCE E. GLENN By: /s/ J. DARBY SERE'
- --------------------- -------------------------------
/s/ JACQUELINE PARTIN Name: J. Darby Sere'
- --------------------- Title: President
5
<PAGE>
Exhibit A
LIST OF AGREEMENTS
CONSTITUTING THE CONTRACT
<TABLE>
<CAPTION>
Agreement Date Description
- --------- ---- -----------
<S> <C> <C>
Gas Purchase Contract 02-07-79 Texas Gas Transmission Corporation ("Buyer") and Reliance Trusts, et al., ("Seller").
Letter Agreement 06-08-79 Amended to include additional acreage in Exhibit A-2, depicted on Exhibit A-3.
Amendment to Gas Purchase
Contract 06-13-80 Texas Gas Transmission Corporation and Reliance Trusts, et al., providing for incentive
prices under Section 107(c)(5) of the NGPA and extension of term.
Letter Agreement 06-18-80 Amended to included additional acreage in Exhibit A-4, depicted on Exhibit A-5.
Letter Agreement 08-25-80 Amended to include additional acreage in Exhibit A-6, depicted on Exhibit A-7.
Letter Agreement 10-08-80 Amended to include additional acreage in Exhibit A-8, depicted on Exhibit A-9.
Letter Agreement 10-24-80 Extending date whereby Seller is to drill 50 additional wells.
Letter Agreement 03-17-81 Amended to include the dedication of oil and gas leases in Exhibit A-10, outlined on
Exhibit A-11.
</TABLE>
<PAGE>
Exhibit A
Page 2
<TABLE>
<CAPTION>
Agreement Date Description
- --------- ---- -----------
<S> <C> <C>
Letter Agreement 12-11-81 Amended to include additional acreage in Exhibit A-12, depicted on Exhibit A-13.
Assignment of Oil and Gas
Leases 01-01-83 Malmac Energy Corporation acquires its interests from WTC Arkadelphia, Ltd.
Amendment to Gas Purchase
Contract 10-11-83 Amendment whereby Seller dedicates additional acreage and appoints West Monroe Gas
Gathering System as Seller's Representative, Exhibits 14 and 15.
Act of Sale and Assignment 07-01-84 West Monroe Gas Gathering System assigns to West Monroe Gas Gathering Company, Inc.
Letter Agreement 10-17-84 Whereby Buyer and Seller due to market conditions have agreed to modify some terms of the
Contract as follows: (i) DMQ 70%, (ii) Test only 2 times/yr., (iii) Price for 107(c)(5)-
$5.75 but only from 10-1-84 to 12-31-85.
Letter Agreement 11-06-84 Amended to dedicate additional acreage in Exhibit A-16, depicted on Exhibit A-17.
Ratification and Amendment 05-31-85 Texas Gas Transmission Corporation and West Monroe Gas Gathering Company, Inc., et al.
Letter Agreement 07-16-85 Amended to include additional acreage in Exhibit A-18, depicted on Exhibit A-19.
Letter Agreement 07-17-85 Amended to include additional acreage in Exhibit A-20, depicted on Exhibit A-21.
</TABLE>
<PAGE>
Exhibit A
Page 3
<TABLE>
<CAPTION>
Agreement Date Description
- --------- ---- -----------
<S> <C> <C>
Settlement Agreement 12-01-86 Texas Gas Transmission Corporation and M. E. McDonald; Malmac Energy Corp.; McDonald Oil &
Gas Company; Robert W. Henderson; Robert W. Henderson, Trustee for Reliance Trusts; Seymour
G. Hootkins; Hootkins-Louisiana, Ltd.; George M. Cunyus; George M. Cunyus, Trustee; West
Monroe Gas Gathering System; West Monroe Gas Gathering Company, Inc.; Ace Drilling Services,
Inc.; Gas Resources, Ltd.; Luffey Gas Corporation; Shadrack Production Company; and Viking
Resources, Inc.
Exhibit No. 1 to Amendment to Settlement Agreement dated between Texas Gas
Transmission Corporation and M. E. McDonald, et al.
Letter Agreement 12-29-86 Amended to include additional acreage in Exhibit A-22, depicted on Exhibit A-23.
Letter Agreement 04-15-87 Amended to include additional acreage in Exhibit A-24, depicted on Exhibit A-25.
Amendment to Gas Purchase 03-04-88 Texas Gas Transmission Corporation and Robert W. Henderson; Robert W. Henderson, Trustee for
Contract Reliance Trusts; Hootkins-Louisiana, Ltd.; Seymour G. Hootkins; M. E. McDonald, Malmac
Energy Corp.; McDonald Oil & Gas Company; George M. Cunyus; George M. Cunyus, Trustee; and
West Monroe Gas Gathering Company, Inc.
Settlement Agreement 03-04-88 Texas Gas Transmission Corporation and M. E. McDonald; Malmac Energy Corp.; McDonald Oil &
Gas Company; Robert W. Henderson; Robert W.
</TABLE>
<PAGE>
Exhibit A
Page 4
<TABLE>
<CAPTION>
Agreement Date Description
- --------- ---- -----------
<S> <C> <C>
Henderson, Trustee for Reliance Trusts; Seymour G. Hootkins; Hootkins-Louisiana, Ltd.;
George M. Cunyus; George M. Cunyus, Trustee; West Monroe Gas Gathering System; and
West Monroe Gas Gathering Company, Inc.
Exhibit No. 1 (continued) to Amendment to Settlement Agreement dated
between Texas Gas Transmission Corporation and M. E. McDonald, et al.
Amendment to Gas Purchase 03-04-88 Texas Gas Transmission Corporation and Robert W. Henderson; Robert W. Henderson, Trustee
Contract for Reliance Trusts; Hootkins-Louisiana, Ltd.; Seymour G. Hootkins; M. E. McDonald;
Malmac Energy Corp.; McDonald Oil & Gas Company; George M. Cunyus; George M. Cunyus,
Trustee; and West Monroe Gas Gathering Company, Inc.
Letter Agreement 03-11-88 Amended to include additional acreage in Exhibit A-26, depicted on Exhibit A-27.
Letter Agreement 03-30-88 Amended to include additional acreage in Exhibit A-28, depicted on Exhibit A-29.
Agreement 04-08-88 Authorization for Ergon Exploration, Inc. to act as its own representative from
Reliance Trusts, et al.
Act of Assignment 04-11-88 Reliance Trusts, et al. represented herein by Robert W. Henderson, et al. assigns to
Ergon Exploration, Inc.
</TABLE>
<PAGE>
Exhibit A
Page 5
<TABLE>
<CAPTION>
Agreement Date Description
- --------- ---- -----------
<S> <C> <C>
Act of Assignment 04-11-88 M. E. McDonald, et al. assigns to Ergon Exploration, Inc.
Act of Assignment 04-14-88 Malmac Energy Corp. assigns to Ergon Exploration, Inc.
Letter 04-22-88 Cover letter to above-referenced authorization.
Letter Agreement 05-17-88 Amended to include additional acreage in Exhibit A-30, depicted on Exhibit A-31.
Amendment to Settlement 06-16-88 Texas Gas Transmission Corporation and M. E. McDonald; Malmac Energy Corp.; McDonald
Agreement Oil & Gas Company; Robert W. Henderson, Robert W. Henderson, Trustee for Reliance Trusts;
Seymour C. Hootkins; Hootkins-Louisiana, Ltd.; George M. Cunyus; George M. Cunyus, Trustee;
West Monroe Gas Gathering System; and West Monroe Gas Gathering Company, Inc.
Letter Agreement 06-17-88 Amended to include additional acreage in Exhibit A-32, depicted on Exhibit A-33.
Letter Agreement 09-01-88 Ergon Exploration, Inc. acquired ownership interest in leases dedicated to the Contract,
described in Exhibit A and Ergon Exploration, Inc. assumes the obligations and
responsibilities of a party Seller.
Letter Agreement 09-19-88 Amended to include additional acreage in Exhibit A-34, depicted on Exhibit A-35.
Letter Agreement 09-19-88 Levi Gas Company acquired all of undivided interest of Reliance Trusts, et al. in named
wells.
</TABLE>
<PAGE>
Exhibit A
Page 6
<TABLE>
<CAPTION>
Agreement Date Description
- --------- ---- -----------
<S> <C> <C>
Letter Agreement 10-07-88 Amended to include additional acreage in Exhibit A-36, depicted on Exhibit A-37.
Letter Agreement 01-31-89 Amended to include additional acreage in Exhibit A-38, depicted on Exhibit A-39.
Letter Agreement 08-02-89 Hootkins, Louisiana Ltd. appoints West Monroe Gas Gathering Company, Inc. as Seller's
representative.
Letter Agreement 10-24-89 Levi Gas Company appoints West Monroe Gas Gathering Company, Inc. as Seller's representative.
Agreement Amending Contracts 02-22-90 Texas Gas Transmission Corporation and Ergon, Inc. and Ergon Exploration, Inc.
Settlement Agreement 03-06-90 Texas Gas Transmission Corporation and Hootkins-Louisiana, Ltd.; West Monroe Gas Gathering
Company, Inc.; and Levi Gas Company.
Letter Agreement 05-15-90 Amended to include additional acreage in Exhibit A-40, depicted on Exhibit A-41.
Letter Agreement 07-11-90 Amended to include additional acreage in Exhibit A-42, depicted on Exhibit A-43.
Letter Agreement 11-30-90 Texas Gas and West Monroe Company, Inc. extend the term of the Settlement Agreement through
May 31, 1991.
Settlement Agreement and 06-07-91 Texas Gas Transmission Corporation and Hootkins-Louisiana, Ltd.; West Monroe Gas Gathering
Amendment to Gas Purchase Company, Inc. and Levi Gas Company.
Contract
</TABLE>
<PAGE>
Exhibit A
Page 7
<TABLE>
<CAPTION>
Agreement Date Description
- --------- ---- -----------
<S> <C> <C>
Letter Agreement 07-24-91 Amended to include additional acreage in Exhibit A-44, depicted on Exhibit A-45.
Letter Agreement 08-12-91 Amended to include additional acreage in Exhibit A-46, depicted on Exhibit A-47.
Letter Agreement 08-22-91 Amended to include additional acreage in Exhibit A-50, depicted on Exhibit A-51.
Letter Agreement 03-02-92 Amended to include additional acreage in Exhibit A-54, depicted on Exhibit A-55.
Letter Agreement 03-31-92 Amended to include additional acreage in Exhibit A-56, depicted on Exhibit A-57.
Letter Agreement 04-08-94 Amended to include additional acreage in Exhibit A-52, depicted on Exhibit A-53.
Letter Agreement 08-15-94 Amended to include additional acreage in Exhibit A-58, depicted on Exhibit A-59.
Letter Agreement 08-15-94 Amended to include additional acreage in Exhibit A-60, depicted on Exhibit A-61.
Copy of Record 08-01-95 Levi Gas Company sells wells to Stinson.
Letter Agreement 08-18-95 Amended to include additional acreage in Exhibit A-62, depicted on Exhibit A-63.
The parties may supplement this Exhibit from time-to-time as and if necessary to the extent this list of contracts, agreements and
amendments constituting the Contract may be incomplete or require addition or correction.
</TABLE>
<PAGE>
Exhibit B
UNION PARISH )
)
STATE OF LOUISIANA )
PRO FORMA
CERTIFICATE OF ASSIGNMENT
THIS CERTIFICATE evidences the assignment, effective March 1, 1996, by
TEXAS GAS TRANSMISSION CORPORATION, a Delaware corporation ("Assignor"), to
BELLWETHER EXPLORATION COMPANY, a Delaware corporation ("Assignee"), of all of
Assignor's interest in that certain Gas Purchase Contract dated February 7,
1979, as amended, between Assignor, as Buyer, and Reliance Trusts, et al.,
(predecessors to West Monroe Gas Gathering Corporation, et al.) as Sellers,
covering the sale and purchase of natural gas from the West Monroe Field, Union
Parish, Louisiana (the "Contract") and the assumption by Assignee of the
responsibilities of Buyer under the Contract effective March 1, 1996.
IN WITNESS WHEREOF, the parties have executed this Certificate of
Assignment effective March 1, 1996.
TEXAS GAS TRANSMISSION
CORPORATION (Assignor)
By:
--------------------------------
Name:
---------------------------
Title:
--------------------------
BELLWETHER EXPLORATION COMPANY
(Assignee)
By:
--------------------------------
Name:
---------------------------
Title:
--------------------------
<PAGE>
THE COMMONWEALTH OF KENTUCKY )
)
COUNTY OF DAVIESS )
This instrument was acknowledged before me on the day of , 1996
by , of Texas Gas Transmission Corporation, a
Delaware corporation, on behalf of said corporation.
---------------------------
Notary Public,
Kentucky State at Large
THE STATE OF TEXAS )
)
COUNTY OF HARRIS )
This instrument was acknowledged before me on the day of , 1996
by , of Bellwether Exploration Company, a
Delaware corporation, on behalf of said corporation.
-----------------------------
Notary Public, State of Texas
2
<PAGE>
UNION PARISH )
)
STATE OF LOUISIANA )
CERTIFICATE OF ASSIGNMENT
THIS CERTIFICATE evidences the assignment, effective March 1, 1996, by
TEXAS GAS TRANSMISSION CORPORATION, a Delaware corporation ("Assignor"), to
BELLWETHER EXPLORATION COMPANY, a Delaware corporation ("Assignee"), of all of
Assignor's interest in that certain Gas Purchase Contract dated February 7,
1979, as amended, between Assignor, as Buyer, and Reliance Trusts, et al.,
(predecessors to West Monroe Gas Gathering Corporation, et al.) as Sellers,
covering the sale and purchase of natural gas from the West Monroe Field, Union
Parish, Louisiana (the "Contract") and the assumption by Assignee of the
responsibilities of Buyer under the Contract effective March 1, 1996.
IN WITNESS WHEREOF, the parties have executed this Certificate of
Assignment effective March 1, 1996.
TEXAS GAS TRANSMISSION
CORPORATION (Assignor)
By: /s/ KIM R. COCKLIN
--------------------------------
Name: Kim R. Cocklin
Title: Vice President
BELLWETHER EXPLORATION COMPANY
(Assignee)
By: /s/ J. DARBY SERE'
--------------------------------
Name: J. Darby Sere'
Title: President
<PAGE>
THE COMMONWEALTH OF KENTUCKY )
)
COUNTY OF DAVIESS )
This instrument was acknowledged before me on the 1st day of March, 1996
by Kim R. Cocklin, Vice President of Texas Gas Transmission Corporation, a
Delaware corporation, on behalf of said corporation.
/s/ KAREN J. HOLLAND
---------------------------
Notary Public,
Kentucky State at Large
Commission expires 8-26-99
THE STATE OF TEXAS )
)
COUNTY OF HARRIS )
This instrument was acknowledged before me on the 29th day of February,
1996 by J. Darby Sere', President of Bellwether Exploration Company, a
Delaware corporation, on behalf of said corporation.
/s/ JACQUELINE PARTIN
-----------------------------
Notary Public, State of Texas
Commission expires 06-21-96
2
<TABLE> <S> <C>
<PAGE>
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<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 2,939
<SECURITIES> 0
<RECEIVABLES> 5,497
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9,427
<PP&E> 84,512
<DEPRECIATION> (27,884)
<TOTAL-ASSETS> 66,859
<CURRENT-LIABILITIES> 2,292
<BONDS> 0
0
0
<COMMON> 91
<OTHER-SE> 45,892
<TOTAL-LIABILITY-AND-EQUITY> 66,859
<SALES> 18,362
<TOTAL-REVENUES> 18,460
<CGS> 13,929
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</TABLE>
