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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) DECEMBER 15, 1995
CLINTON APPALACHIAN X LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter.)
OHIO 33-3023 31-1188746
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction or incorporation) Identification No.)
4770 INDIANOLA AVENUE COLUMBUS OHIO 43214
Registrant's telephone number, including area code 614-888-9588
Page 1 of 5 pages.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
The Registrant has completed the sale of all of its assets to The Clinton Oil
Company ("Clinton"), the General Partner of the Limited Partnership. The sale
was made pursuant to the provisions of Article IX, Sections 9.3 and 9.4 of the
Limited Partnership Agreement. Section 9.3 grants to Limited Partners holding a
majority of the Interests the right to vote to, among other things, "approve or
disapprove the sale of all or substantially all of the assets of the
Partnership" and to "dissolve, wind up and terminate the Partnership". Section
9.4 provides for the General Partner to send a written notice to each Limited
Partner describing the rights to be exercised, the facts and circumstances
relevant to the determination as whether such rights should or should not be
exercised and a statement that the exercise or nonexercise of such rights will
be determined by the vote of the Limited Partners owning a majority of the
Interests then outstanding. The written notice was mailed to limited Partners
on October 21, 1995 and the votes were tabulated through December 12, 1995. The
following is a summary of the votes of the Limited Partner Interest:
% Voting to approve the sale of assets 68.3%
% Not responding to notice 27.0%
% Opposed to the sale of assets 4.7%
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100.0%
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The Registrant's net assets, consisting primarily of crude oil and natural gas
reserves, leasehold rights and cash reserves, net of its liabilities (including
the estimated costs of the plugging and abandonment of Partnerships wells) were
sold to Clinton for $183,311 in cash. The cash offer was made at 115% of the
"Interest Value" provided for in Article IV of the Limited Partnership
Agreement. The limited Partnership Agreement Provides that the salvage value of
the production equipment is allocable 100% to the General Partner. The cash
proceeds from the sale were distributed to the Limited Partner Interests on
December 15, 1995 and the General Partner took the equipment in kind.
The sale of the assets and subsequent distribution of the proceeds to the
Partners terminated the business of the Limited Partnership. The General
Partner filed a Certificate of Cancellation of Limited Partnership with the
Secretary of State of Ohio on December 22, 1995. A Copy of the Certificate as
filed is made a part of this Form 8K as Exhibit 3.2.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS.
The sale of the assets and the distribution of the proceeds to Partners
terminated the business of the Limited Partnership and a Certificate of
Cancellation of Limited Partnership has been filed with the Secretary of
State of Ohio. Since the Limited Partnership has no assets or liabilities and
no longer exists, no pro forma financial statements are included with this
Form 8K.
Exhibits: (references are to items in the "Exhibit Table" in Item 601 of
- --------- Regulation S-K.)
Exhibit Number Description and Location or Page Number
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3.1 Agreement of Limited Partnership (See Appendix A to Definitive
Prospectus dated October 1, 1985 filed with the Securities and Exchange
Commission pursuant to Rule 424 (b) under the Securities Act of 1933;
which Appendix A is incorporated herein by reference.
3.2 Certificate of Cancellation of Limited Partnership Page 4
Page 2 of 5 pages.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Clinton Appalachian X Limited Partnership
12/27/95
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Date
By /s/ DONALD A. NAY
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Donald A. Nay, for the General Partner,
The Clinton Oil Company
Page 3 of 5 pages.
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EXHIBIT 3.2
Prescribed by Registration #91159
Bob Taft, Secretary of State Approved _____________
30 East Broad Street, 14th Floor Date _________________
Columbus, Ohio 43266-0418 Fee $10
Form LPC (July 1994)
CERTIFICATE OF CANCELLATION OF
LIMITED PARTNERSHIP
Pursuant to the provisions of Ohio Revised Code Section 1782.10(B), the
undersigned, CLINTON APPALACHIAN X, LIMITED PARTNERSHIP, bearing registration
number 911159, does hereby certify the following:
1. The name of the limited partnership: CLINTON APPALACHIAN X, LIMITED
PARTNERSHIP.
2. The registration number of the limited partnership: 911159.
3. The date of the initial filing of its certificate of limited partnership:
MARCH 30, 1987.
4. The date of the filing of its certificate of limited partnership with the
Ohio Secretary of State (if different from the date listed in line #3): JUNE
30, 1995.
5. The reason for filing the certificate of cancellation is as follows: ASSETS
HAVE BEEN SOLD AND THE PROCEEDS DISTRIBUTED TO THE PARTNERS. BUSINESS HAS
TERMINATED. NO LIMITED PARTNERS.
(If insufficient space for this item, please attach a separate sheet)
6. The effective date of cancellation: (please check/complete one of the
following)
/X/ Upon Filing of Certificate of Cancellation
(PLEASE NOTE THAT THE EFFECTIVE DATE OF CANCELLATION CANNOT PRECEDE OR BE
EARLIER THAN THE DATE OF FILING)
7. Is a person other than any general partner reflected on the certificate of
limited partnership winding up the limited partnership's affairs?
/ / Yes /X/ No (PLEASE CHECK THE APPLICABLE BOX)
Page 4 of 5 pages.
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If "Yes" was checked above, the name and the business, residence or mailing
address of each liquidating trustee must be listed in the following space:
Name Address
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(if additional space is required for this item, please attach a separate sheet)
8. Other (Optional)
(If additional space is required to complete this item, please attach separate
sheet(s); this portion of the certificate may not exceed three (3) additional
pages, ORC 1782.10(B)(6))
IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Cancellation this 22ND day of DECEMBER, 1995.
Signed: /s/ Donald A. Nay
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CLINTON OIL COMPANY, GENERAL PARTNER
DONALD A. NAY, EXECUTIVE VICE PRESIDENT
INSTRUCTIONS
1. A certificate of cancellation must be signed by all general partners OR,
if the general partners are not winding up the affairs of the limited
partnership, by all liquidating trustees, provided that if the limited partners
are winding up the affairs of the limited partnership, a certificate of
cancellation need be signed only by a majority in number of the limited
partners.
2. A certificate of cancellation must be filed upon the dissolution and
the commencement of the winding up of the partnership, or at any other time
there are no limited partners.
[Ohio Revised Code Section 1782.10(B)]
Page 5 of 5 pages.
