SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
FUTURE PETROLEUM CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
390916 100
(CUSIP Number)
TIM J. GOFF
BARGO ENERGY COMPANY
700 LOUISIANA, SUITE 3700
HOUSTON, TEXAS 77002
(713) 236-9799
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 14, 1998
(Date of event which requires filing
of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 204.13d-1(g), check
the following box.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of the cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. _______________
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
BARGO OPERATING COMPANY, INC.
(2) Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds
(SEE ITEM 3)
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization
Texas
Number of (7) Sole Voting Power 0
Shares Bene- ____________________________________________________________
ficially (8) Shared Voting Power 4,944,859
Owned by ____________________________________________________________
Each Report-(9) Sole Dispositive Power
ing Person ____________________________________________________________
With (10) Shared Dispositive Power 4,944,859
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,944,859
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
(13) Percent of Class Represented by Amount in Row (11)
35.5%
(14) Type of Reporting Person (See Instructions)
CO
<PAGE>
CUSIP No. _______________
(1) Names of Reporting Person (entities only)
Tim J. Goff
(2) Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds
(SEE ITEM 3)
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization
Texas
Number of (7) Sole Voting Power 0
Shares Bene- ____________________________________________________________
ficially (8) Shared Voting Power 4,944,859
Owned by ____________________________________________________________
Each Report-(9) Sole Dispositive Power
ing Person ____________________________________________________________
With (10) Shared Dispositive Power 4,944,859
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,944,859
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
(13) Percent of Class Represented by Amount in Row (11)
35.5%
(14) Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP No. _______________
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
BARGO ENERGY RESOURCES, LTD.
(2) Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds
(SEE ITEM 3)
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization
Texas
Number of (7) Sole Voting Power 0
Shares Bene- ____________________________________________________________
ficially (8) Shared Voting Power 4,944,859
Owned by ____________________________________________________________
Each Report-(9) Sole Dispositive Power
ing Person ____________________________________________________________
With (10) Shared Dispositive Power 4,944,859
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,944,859
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
(13) Percent of Class Represented by Amount in Row (11)
35.5%
(14) Type of Reporting Person (See Instructions)
PN
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is common
stock, par value $.01 per share (the "Common Stock"), of Future Petroleum
Corporation, a Utah corporation (the "Issuer" or "Future"). The address of the
principal executive offices of the Issuer is 2351 West Northwest Highway, Suite
2130, Dallas, Texas 75220.
ITEM 2. IDENTITY AND BACKGROUND.
The following persons ("Reporting Persons") are jointly filing this
Schedule 13D:
Bargo Energy Resources, Ltd. ("Bargo LP") is a Texas limited partnership.
Bargo LP's principal business address and office is located at 700 Louisiana,
Suite 3700, Houston, Texas 77002. The principal business of Bargo LP is the
acquisition, development and exploration of oil and gas properties.
Bargo Operating Company, Inc. ("Bargo Operating") is a Texas corporation.
Bargo Operating is the general partner of Bargo LP. Bargo Operating's principal
business address and office is located at 700 Louisiana, Suite 3700, Houston,
Texas 77002. The principal business of Bargo Operating is to act as general
partner of Bargo LP.
Tim J. Goff is a resident of Harris County, Texas. His principal business
address and office is located at 700 Louisiana, Suite 3700, Houston, Texas
77002. Mr. Goff's principal occupation is manager and general partner of Bargo
Energy Company, a Texas partnership, which is engaged in the business of an
independent oil and gas production company.
MERGER AGREEMENT; DEBT RESTRUCTURING AND ELECTION OF DIRECTORS
On August 14, 1998, Bargo LP, SCL-CAL Company, a Texas corporation and
wholly owned subsidiary of Bargo LP, Future and a wholly owned subsidiary of
Future entered into an Agreement and Plan of Merger ("Merger Agreement")
pursuant to which SCL-CAL Company was merged, effective as of August 14, 1998
(the "Merger"), with and into the Future subsidiary. Pursuant to the Merger,
Bargo LP received 4,694,859 shares of Future Common Stock and a warrant (the
"Warrant") to purchase 250,000 shares of Future Common Stock with an exercise
price of $0.43 per share. The Warrant may be exercised at any time prior to
August 14, 2003. The assets of SCL-CAL Company were primarily working interests
in oil and gas properties located in California.
Simultaneously with the Merger, Future renewed and extended certain
indebtedness owed to Energy Capital Investment Company PLC, an English company
("EnCap PLC"), and EnCap Equity 1994 Limited Partnership, a Texas limited
partnership ("EnCap LP" and, together with EnCap PLC, the "EnCap Entities"). In
connection with the renewal and extension, EnCap PLC and EnCap LP were issued
1,373,097 and 1,471,782 shares of Common Stock, respectively. Based on
information provided to the Reporting Persons by the EnCap Entities, the
Reporting Persons believe that EnCap PLC and EnCap LP beneficially owned
2,269,886 and 2,424,973 shares of Common Stock, respectively, following such
acquisitions.
In the Merger Agreement, Future agreed to cause the resignation of Mr.
Robert Price and Mr. Don Wm. Reynolds, Jr. as directors of the Company, to
increase the size of the Board of Directors to seven persons and to appoint
Messrs. Tim J. Goff, Thomas D. Barrow, D. Martin Phillips and Gary R. Petersen
as directors of the Company. The effective date of such resignations and
appointments was August 21, 1998.
<PAGE>
SHAREHOLDERS' AGREEMENT
In connection with the Merger, Bargo LP, the EnCap Entities, Mr. B.
Carl Price, Mr. Don Wm. Reynolds (Mr. Price and Mr. Reynolds are referred to
as the "Price Group") and Future entered into a Shareholders' Agreement.
Based on information provided to Bargo by the other parties to the
Shareholders' Agreement, the following sets forth the number of shares of
Common Stock beneficially owned by the parties to the Shareholders Agreement.
DERIVATIVE TOTAL SHARES
SHARES OUTSTANDING SECURITIES BENEFICIALLY OWNED
--------------------- ----------- ------------------
NAME NUMBER % NUMBER %(2)
---------- ---- ---------- ----
Bargo LP. ............ 4,694,859 34.3 250,000 4,944,859 35.5
EnCap PLC ............ 2,269,886 16.6 -- 2,269,886 16.6
EnCap LP. ............ 2,424,973 17.7 -- 2,424,973 17.7
Mr. Price ............ 1,089,149 8.0 633,508(1) 1,722,657 12.0
Mr. Reynolds ......... 753,362 5.5 -- 753,362 5.5
---------- ---- ------- ---------- ----
Total ............. 11,132,229 81.2 837,720 11,969,949 86.5
========== ==== ======= ========== ====
(1) Includes 587,200 shares of Common Stock that may be acquired pursuant to
employee stock options which may be exercised immediately. Also includes
45,788 shares of Common Stock, the maximum number of shares which Mr.
Price has the right to acquire during the 60 days following August 14,
1998, under an employment agreement with Future. Under this agreement, Mr.
Price may elect to receive all or a portion of his salary in shares of
Common Stock at a price per share of $0.42 per share until December 31,
1998. From January 1, 1998 and until the employment agreement terminates,
the purchase price per share is the average midpoint between the bid and
asked price of the Common Stock on the OTC Bulletin Board for the last
five days of the calendar year prior to the year the compensation is
earned. The 45,788 shares included in the foregoing table represents the
maximum number of shares which Mr. Price could acquire during the 60 day
period following August 14, 1998, if he converted all of his salary into
shares of Common Stock.
(2) In accordance with regulations of the Securities and Exchange Commission
("SEC") under Section 13(d) of the Securities Exchange Act of 1934, as
amended ("Exchange Act"), the percent shown in this column for each
stockholder represents the number of shares of Common Stock owned by the
stockholder plus the derivative securities owned by such stockholder
divided by the number of shares outstanding plus the number of derivative
securities owned by such stockholder.
The parties to the Shareholders' Agreement have agreed to cause the Board
of Directors of Future to be composed of seven persons. Each party has further
agreed to vote their shares of Common Stock in connection with the election of
directors of the Company for two nominees of Bargo LP, two nominees of the EnCap
Entities and three nominees of the Price Group. In addition, the parties to the
Shareholders' Agreement have agreed that one of the nominees of Bargo LP will be
the Chairman of the Board of Directors of the Company.
The parties to the Shareholders' Agreement have also granted each other
the right of first refusal with respect to proposed transfers of their Common
Stock. The right of first refusal provides that any party to the Shareholders'
Agreement proposing to sell shares of Common Stock pursuant to a bona fide offer
must first offer the shares to the other stockholders at the price at which such
Common Stock is proposed to be sold. The right of first refusal does not apply
to the following transactions ("Exempt Transfers"): sales of Common Stock in
compliance with Rule 144, pursuant to a registration statement filed with the
SEC or transfers by a stockholder to its equity owners (provided the equity
owner agrees to be bound by the Shareholders' Agreement).
-2-
<PAGE>
The parties to the Shareholders' Agreement have also granted each other
tag along rights with respect to the proposed sale of their Common Stock. The
tag along rights provide that any party to the Shareholders' Agreement proposing
to sell shares of Common Stock pursuant to a bona fide offer must, if requested
by the other stockholders, cause the purchase, for the same purchase price and
on the same terms, of a proportionate number of shares of Common Stock owned by
such other stockholders. The tag along rights do not apply to Exempt Transfers.
The provisions of the Shareholders' Agreement relating to voting and
transfer of Common Stock may be deemed to form a group composed of the parties
to the Shareholders' Agreement.
BYLAW AMENDMENTS
Pursuant to the terms of an Agreement, dated August 14, 1998, B. Carl
Price, the EnCap Entities and Bargo LP have agreed to amend ("By Law
Amendments") the By-Laws of the Company to provide that, for so long as Bargo LP
is entitled to nominate one or more persons to the Board of Directors of the
Company as provided in the Shareholders' Agreement, without the approval of one
of the directors nominated by Bargo LP, the Company cannot take certain actions,
including, without limitation, (i) incur or be liable for indebtedness other
than indebtedness under the Company's credit facility with a commercial bank,
obligations under operating leases entered into in the ordinary course of the
Company's business, and purchase money indebtedness in an aggregate principal
amount not to exceed $200,000 at any time; (ii) merge or consolidate with or
into any other business entity; (iii) sell, transfer, lease, exchange, alienate
or dispose of certain assets; (iv) make any expenditure or commitment or incur
any obligation or enter into or engage in any transaction except in the ordinary
course of business (which ordinary course of business includes the acquisition,
directly or indirectly, of oil and gas properties); or (v) engage in any
material transaction with any of its affiliates on terms which are less
favorable to it than those which would have been obtainable at the time in
arms-length dealing with persons other than such affiliates.
PLEDGE AGREEMENT
In connection with the Merger, Future entered into a $20 million credit
agreement with a commercial bank. Borrowings under the credit agreement may not
exceed a borrowing base initially set at $10.5 million. Pursuant to pledge
agreements, each of which is dated August 14, 1998 ("Pledge Agreements"), Bargo
LP, the EnCap Entities and the Price Group have pledged their shares of Common
Stock to secure Future's borrowings under the credit agreement. If an event of
default occurs under the credit agreement, the bank will have the right to vote
all of the shares of Future subject to the Pledge Agreements, and following
foreclosure on the Common Stock, will have the right to sell the Common Stock as
provided in the Pledge Agreements and applicable law.
IDENTIFICATION OF DIRECTORS, OFFICERS AND CONTROLLING PERSONS
The name, business address, present principal occupation or employment and
the name (if different than the business address) principal business address of
any corporation or other organization in which such employment is conducted, of
the sole executive officer and director of Bargo Operating (which is the sole
general partner of Bargo LP), are set forth below:
-3-
<PAGE>
<TABLE>
<CAPTION>
NAME
PRINCIPAL BUSINESS
ADDRESS OF
NAME AND ORGANIZATION IN WHICH
BUSINESS CAPACITY IN WHICH PRINCIPAL PRINCIPAL OCCUPATION
ADDRESS SERVES OCCUPATION IS CONDUCTED
<S> <C> <C> <C>
Tim J. Goff President; Secretary Manager, 700 Louisiana, Suite 3700
Bargo Energy Company, Houston, TX 77002
an independent oil and
gas production company
</TABLE>
None of Bargo Operating, Bargo LP, or the individual identified in this
Item 2 has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
None of Bargo Operating, Bargo LP, or the individual identified in this
Item 2 has, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
The individual identified in this Item 2 is a citizen of the United States
of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the Merger, all of the asset and liabilities of SCL-CAL
Company were transferred to the subsidiary of Future. Bargo LP, as the sole
stockholder of SCL-CAL Company, received the Common Stock and Warrants reported
herein. The principal assets of SCL-CAL Company were working interests in oil
and gas properties located in the South Coles Levee Unit in Kern County,
California.
ITEM 4. PURPOSE OF TRANSACTION.
Bargo LP acquired its ownership interest in Future for the purpose of
holding a substantial ownership position in Future in order to be able to
influence the business and management of Future. Bargo, through its nominees on
the Board of Directors, intends to actively participate in the business and
management of Future. Bargo plans to seek to aggressively grow the reserves and
cash flow of Future by acquiring additional oil and gas properties and
developing such properties. Pursuant to the Merger Agreement, four of seven
directors of Future were designated by Bargo LP and the EnCap Entities, thereby
effecting a change in control of Future.
The parties to the Shareholders' Agreement, voting together as provided in
such agreement, have the ability to control Future with respect to the election
of directors. Pursuant to the Bylaw amendments, the Bargo LP nominees to the
Board of Directors have the right to approve certain transactions. See "Item 2.
Identity and Background--Bylaw Amendments."
The Reporting Persons intend to monitor and evaluate their investment in
Future in light of pertinent factors, including oil and gas prices, market
conditions, Future's performance and prospects, the trading prices of the Common
Stock, conditions in the oil and gas industry and general economic conditions.
The Reporting Persons may make additional purchases of Common Stock in the
future through market transactions or otherwise, maintain their current
investment or dispose of some or all of the Common Stock.
-4-
<PAGE>
Although Bargo LP expects that Future will enter into transactions to
purchase additional oil and gas properties, except as set forth above, none of
the Reporting Persons has any present plan or intention which would result in or
relate to any of the actions described in subparagraphs (a) through (j) of Item
4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The following describes the number of shares of Common Stock and Warrants
and the percent of outstanding Common Stock owned by the Reporting Persons and
the parties to the Shareholders' Agreement. All percentages are based on
6,157,015 shares of Common Stock issued and outstanding on August 14, 1998, as
represented by Future in the Merger Agreement, plus the 4,694,859 and 2,844,859
shares of Common Stock issued to Bargo LP and the EnCap Entities on August 14,
1998. Amounts beneficially owned by parties to the Shareholders' Agreement are
based on representations and warranties made by such persons in the
Shareholders' Agreement.
DERIVITATE
SHARES OUTSTANDING SECURITIES TOTAL
------------------ ------------ ----------------
NAME NUMBER % NUMBER %(2)
--------- ---- --------- ----
Bargo .................... 4,694,859 34.3 250,000 4,944,859 35.5
Bargo Operating .......... 4,694,859 34.3(3) 250,000 4,944,859 35.5
Tim J. Goff .............. 4,694,859 34.3(3) 250,000 4,944,859 35.5
EnCap PLC ................ 2,269,886 16.6 -- 2,269,886 16.6
EnCap LP. ................ 2,424,973 17.7 -- 2,424,973 17.7
Mr. Price ................ 1,089,149 8.0 633,508(1) 1,722,657 12.0
Mr. Reynolds ............. 753,362 5.5 -- 753,362 5.5
(1) Includes 587,200 shares of Common Stock that may be acquired pursuant to
employee stock options which may be exercised immediately. Also includes
45,788 shares of Common Stock, the maximum number of shares which Mr.
Price has the right to acquire during the 60 days following August 14,
1998 under an employment agreement with Future. Under this agreement, Mr.
Price may elect to receive all or a portion of his salary in shares of
Common Stock at a price per share of $0.42 per share until December 31,
1998. From January 1, 1998 and until the employment agreement terminates,
the purchase price per share is the average midpoint between the bid and
asked price of the Common Stock on the OTC Bulletin Board for the last
five days of the calendar year prior to the years the compensation is
earned. The 45,788 shares included in the foregoing table represents the
maximum number of shares which Mr. Price could acquire during the 60 day
period following August 14, 1998 if he converted all of his salary with
shares of Common Stock.
(2) In accordance with SEC regulations under Section 13(d) of the Exchange
Act, the percent shown in this column for each stockholder represents the
number of shares of Common Stock owned by the stockholder plus the
derivative securities owned by such stockholder divided by the number of
shares outstanding plus the number of derivative securities owned by such
stockholder.
(3) Represents shares of Common Stock owned by Bargo.
All shares of Common Stock owned by Bargo LP are subject to the voting and
transfer provisions of the Shareholders' Agreement.
To the knowledge of Bargo LP, none of the executive officers or directors
of Bargo Operating named in Item 2 is the beneficial owner of any shares of
Common Stock.
-5-
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER.
Except as set forth in Items 3, 4, 5 and 6 or in the Exhibits filed
herewith, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) between any of the individuals or entities described in
Item 2 or between such persons and any other person with respect to the shares
of Common Stock deemed to be beneficially owned by the Reporting Persons.
Bargo Operating, as the general partner of Bargo LP, is a party to the
Agreement of Limited Partnership of Bargo LP, and pursuant to such agreement has
the power to direct the voting and disposition of the Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
Exhibit 1 - Joint Filing Agreement dated August 24, 1998
between Bargo Energy Resources, Ltd. and Bargo
Operating Company, Inc.
Exhibit 4.1 - Shareholders' Agreement, dated August 14, 1998,
by and among Future Petroleum Corporation, Bargo
Energy Resources, Ltd., Energy Capital
Investment Company PLC, EnCap Equity 1994
Limited Partnership, B. Carl Price, and Don Wm.
Reynolds. (Incorporated herein by reference to
Exhibit 10.5 to Future Petroleum Corporation's
Quarterly Report on Form 10-QSB for the Period
Ended June 30, 1998. File No. 000-08609)
Exhibit 4.2 - Warrant, dated August 14, 1998, issued to Bargo
Energy Resources, Ltd. (Incorporated herein by
reference to Exhibit 10.12 to Future Petroleum
Corporation's Quarterly Report on Form 10-QSB for
the Period Ended June 30, 1998. File No.
000-08609)
Exhibit 4.3 - Registration Rights Agreement, dated August 14,
1998, between Future Petroleum Corporation and
Bargo Energy Resources, Ltd. (Incorporated
herein by reference to Exhibit 10.1 to Future
Petroleum Corporation's Quarterly Report on Form
10-QSB for the Period Ended June 30, 1998. File
No. 000-08609)
Exhibit 4.4 - Pledge Agreement, dated August 14, 1998, between
Bargo Energy Resources, Ltd. and Bank of America
National Trust and Savings Association.
(Incorporated herein by reference to Exhibit
10.13 to Future Petroleum Corporation's
Quarterly Report on Form 10-QSB for the Period
Ended June 30, 1998. File No. 000-08609)
Exhibit 4.5 - Agreement, dated August 14, 1998, by and among
Carl Price, Energy Capital Investment Company
PLC, EnCap Equity 1994 Limited Partnership, and
Bargo Energy Resources, Ltd. (Incorporated
herein by reference to Exhibit 4.3 to Future
Petroleum Corporation's Quarterly Report on Form
10-QSB for the Period Ended June 30, 1998. File
No. 000-08609)
-6-
<PAGE>
Exhibit 10 - Agreement and Plan of Merger, dated August 14,
1998, by and among Future Petroleum Corporation,
Future CAL-TEX Corporation, Bargo Energy
Resources, Ltd., and SCL-CAL Company.
(Incorporated herein by reference to Exhibit 2.2
to Future Petroleum Corporation's Quarterly
Report on Form 10-QSB for the Period Ended June
30, 1998. File No. 000-08609)
-7-
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
BARGO OPERATING COMPANY, INC.
By:/S/ TIM J. GOFF
Date: August 24, 1998 Tim J. Goff, President
BARGO ENERGY RESOURCES, LTD.
By:/S/ TIM J. GOFF
Tim J. Goff, President of Bargo
Operating Company, its general
Date: August 24, 1998 partner
/S/ TIM J. GOFF
Date: August 24, 1998 Tim J. Goff
-8-
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
Exhibit 1 - Joint Filing Agreement dated August 24, 1998
between Bargo Energy Resources, Ltd. and Bargo
Operating Company, Inc.
-9-
EXHIBIT 1
AGREEMENT
The undersigned reporting persons hereby agree that the statements filed
pursuant to this Schedule 13D dated August 24, 1998, to which this Agreement is
filed as an exhibit, are filed on behalf of each of them.
Date: August 24, 1998 BARGO ENERGY RESOURCES, LTD.
By:/S/ TIM J. GOFF
Tim J. Goff, President of Bargo
Operating Company, its general
partner
Date: August 24, 1998 BARGO OPERATING COMPANY, INC.
By:/S/ TIM J. GOFF
Tim J. Goff, President
Date: August 24, 1998 /S/ TIM J. GOFF
Tim J. Goff
