UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
/ x / Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 (Fee Required)
For the fiscal year ended December 31, 1996
or
/ / Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 (No Fee Required)
Commission File No. 2-75530B
PARKER & PARSLEY 82-II, LTD.
(Exact name of Registrant as specified in its charter)
Texas 75-1867115
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
303 West Wall, Suite 101, Midland, Texas 79701
(Address of principal executive offices) (Zip code)
Registrant's Telephone Number, including area code : (915) 683-4768
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Limited partnership interests ($2,000 per unit)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes / x / No / /
Indicate 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 or any amendment to this
Form 10-K. / x /
No market currently exists for the limited partnership interests of the
Registrant. Based on original purchase price the aggregate market value of
limited partnership interests owned by non-affiliates of the Registrant is
$11,872,000.
As of March 8, 1997, the number of outstanding limited partnership interests was
6,126. The following documents are incorporated by reference into the indicated
parts of this Annual Report on Form 10-K: None
Page 1 of 29 pages.
-Exhibit index on page 29-
<PAGE>
Parts I and II of this Report contain forward looking statements that involve
risks and uncertainties. Accordingly, no assurances can be given that the actual
events and results will not be materially different than the anticipated results
described in the forward looking statements. See "Item 1. Business" for a
description of various factors that could materially affect the ability of the
Partnership to achieve the anticipated results described in the forward looking
statements.
PART I
ITEM 1. Business
Parker & Parsley 82-II, Ltd. (the "Partnership") is a limited partnership
organized in 1982 under the laws of the State of Texas. The managing general
partner is Parker & Parsley Development L.P. ("PPDLP") and its co-general
partner is P&P Employees 82-II, Ltd., a Texas limited partnership ("EMPL").
PPDLP's general partner is Parker & Parsley Petroleum USA, Inc. ("PPUSA").
A Registration Statement, as amended, filed pursuant to the Securities Act of
1933, registering limited partnership interests aggregating $33,000,000 in a
series of Texas limited partnerships formed under the Parker & Parsley 82
Drilling Program, was declared effective by the Securities and Exchange
Commission on February 4, 1982. On September 30, 1982, the offering of limited
partnership interests in the Partnership, the second partnership formed under
such registration statement, was closed, with interests aggregating $12,252,000
being sold to 798 subscribers.
The Partnership engages primarily in oil and gas exploration, development and
production and is not involved in any industry segment other than oil and gas.
See "Item 6. Selected Financial Data" and "Item 8. Financial Statements and
Supplementary Data" of this report for a summary of the Partnership's revenue,
income and identifiable assets.
The principal markets during 1996 for the oil produced by the Partnership were
refineries and oil transmission companies that have facilities near the
Partnership's oil producing properties. The principal markets for the
Partnership's gas were companies that have pipelines located near the
Partnership's gas producing properties. Of the Partnership's total oil and gas
revenues for 1996, approximately 67% and 15% were attributable to sales made to
Genesis Crude Oil, L.P. and Western Gas Resources, Inc., respectively.
The Partnership's revenues, profitability, cash flow and future rate of growth
are highly dependent on the prevailing prices of oil and gas, which are affected
by numerous factors beyond the Partnership's control. Oil and gas prices
historically have been very volatile. A substantial or extended decline in the
prices of oil or gas could have a material adverse effect on the Partnership's
revenues, profitability and cash flow and could, under certain circumstances,
result in a reduction in the carrying value of the Partnership's oil and gas
properties.
2
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Because of the demand for oil and gas, the Partnership does not believe that the
termination of the sales of its products to any one customer would have a
material adverse impact on its operations. The loss of a particular customer for
gas may have an effect if that particular customer has the only gas pipeline
located in the areas of the Partnership's gas producing properties. The
Partnership believes, however, that the effect would be temporary, until
alternative arrangements could be made.
Federal and state regulation of oil and gas operations generally includes the
fixing of maximum prices for regulated categories of natural gas, the imposition
of maximum allowable production rates, the taxation of income and other items,
and the protection of the environment. Although the Partnership believes that
its business operations do not impair environmental quality and that its costs
of complying with any applicable environmental regulations are not currently
significant, the Partnership cannot predict what, if any, effect these
environmental regulations may have on its current or future operations.
The Partnership does not have any employees of its own. PPUSA employs 659
persons, many of whom dedicated a part of their time to the conduct of the
Partnership's business during the period for which this report is filed. The
Partnership's managing general partner, PPDLP through PPUSA, supplies all
management functions.
Numerous uncertainties exist in estimating quantities of proved reserves and
future net revenues therefrom. The estimates of proved reserves and related
future net revenues set forth in this report are based on various assumptions,
which may ultimately prove to be inaccurate. Therefore, such estimates should
not be construed as estimates of the current market value of the Partnership's
proved reserves.
No material part of the Partnership's business is seasonal and the Partnership
conducts no foreign operations.
ITEM 2. Properties
The Partnership's properties consist primarily of leasehold interests in
properties on which oil and gas wells are located. Such property interests are
often subject to landowner royalties, overriding royalties and other oil and gas
leasehold interests.
Fractional working interests in developmental and exploratory oil and gas
prospects located in Texas and New Mexico were acquired by the Partnership,
resulting in the Partnership's participation in the drilling of 52 oil and gas
wells. At December 31, 1996, the Partnership had 22 producing oil and gas wells;
two wells have been plugged and abandoned, one in a previous period and one well
in 1996 and five wells were completed as dry holes. Twenty-three wells have been
sold; one in 1994 and 22 in 1995. The Partnership received interests in two
additional oil and gas wells in 1993 due to the Partnership's back-in after
payout provisions.
For information relating to the Partnership's estimated proved oil and gas
reserves at December 31, 1996, 1995 and 1994, and changes in such quantities for
the years then ended, see Note 7 of Notes to Financial Statements included in
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"Item 8. Financial Statements and Supplementary Data" below. Such reserves have
been estimated by the engineering staff of PPUSA with a review by an independent
petroleum consultant.
ITEM 3. Legal Proceedings
The Partnership was a party to material litigation which is described in Note 9
of Notes to Financial Statements included in "Item 8. Financial Statements and
Supplementary Data" below.
ITEM 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the fourth
quarter of 1996.
4
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PART II
ITEM 5. Market for Partnership's Common Equity and Related Stockholder Matters
At March 8, 1996, the Partnership had 6,126 outstanding limited partnership
interests held of record by 808 subscribers. There is no established public
trading market for the limited partnership interests. Under the limited
partnership agreement, PPDLP has made certain commitments to purchase
partnership interests at a computed value.
Revenues which, in the sole judgement of the managing general partner, are not
required to meet the Partnership's obligations are distributed to the partners
at least quarterly in accordance with the limited partnership agreement. During
the years ended December 31, 1996 and 1995, distributions of $302,515 and
$428,001, respectively, were made to the limited partners.
ITEM 6. Selected Financial Data
The following table sets forth selected financial data for the years ended
December 31:
<TABLE>
1996 1995 1994 1993 1992
--------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Operating results:
Oil and gas sales $ 732,599 $ 672,115 $ 864,129 $1,021,156 $1,194,511
========= ========= ========= ========= =========
Litigation settlement, net $ 45,027 $ - $ - $ 439,075 $ -
========= ========= ========= ========= =========
Impairment of oil and gas
properties $ - $ 264,994 $ - $ - $ -
========= ========= ========= ========= =========
Net income (loss) $ 322,918 $ 138,715 $ (110,953) $ 228,574 $ 73,118
========= ========= ========= ========= =========
Allocation of net income (loss):
General partners $ 98,377 $ 120,537 $ 18,763 $ 110,128 $ 83,157
========= ========= ========= ========= =========
Limited partners $ 224,541 $ 18,178 $ (129,716) $ 118,446 $ (10,039)
========= ========= ========= ========= =========
Limited partners' net income
(loss) per limited partner-
ship interest $ 36.65 $ 2.97 $ (21.17) $ 19.33 $ (1.64)
========= ========= ========= ========= =========
Limited partners' cash
distrbutions per limited
partnership interest $ 49.38(a) $ 69.87 $ 24.33 $ 105.71(a) $ 63.27
========= ========= ========= ========= =========
At year end:
Total assets $1,893,741 $1,996,995 $2,446,061 $2,750,001 $3,338,057
========= ========= ========= ========= =========
</TABLE>
- ---------------
(a) Including litigation settlement per limited partnership interest of $6.02
in 1996 and $58.91 in 1993.
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ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of operations
1996 compared to 1995
The Partnership's 1996 oil and gas revenues increased to $732,599 from $672,115
in 1995, an increase of 9%. The increase in revenues resulted from higher
average prices received per barrel of oil and mcf of gas, offset by a 21%
decline in barrels of oil produced and sold and a 10% decline in mcf of gas
produced and sold. In 1996, 24,283 barrels of oil were sold compared to 30,804
in 1995, a decrease of 6,521 barrels. In 1996, 77,814 mcf of gas were sold
compared to 86,622 in 1995, a decrease of 8,808 mcf. Because of the decline
characteristics of the Partnership's oil and gas properties, management expects
a certain amount of decline in production to continue in the future until the
Partnership's economically recoverable reserves are fully depleted.
The average price received per barrel of oil increased $5.08, or 30%, from
$16.84 in 1995 to $21.92 in 1996. The average price received per mcf of gas
increased 45% from $1.77 in 1995 to $2.57 in 1996. The market price for oil and
gas has been extremely volatile in the past decade, and management expects a
certain amount of volatility to continue in the foreseeable future. The
Partnership may therefore sell its future oil and gas production at average
prices lower or higher than that received in 1996.
A gain of $450,599 from the sale of 22 wells was recognized in 1995, resulting
from proceeds received of $475,193 less the write-off of remaining capitalized
wells costs of $24,594. There were no sales during 1996.
Salvage income of $8,521 was recognized during 1996 from proceeds received from
the sale of equipment on one fully depleted property. There was no salvage
income received in 1995.
On April 29, 1996, Southmark, PPDLP and the Partnership entered into a final
$7.4 million settlement agreement with Jack N. Price resolving all outstanding
litigation between the parties. As a result, all of the pending lawsuits and
judgments have been dismissed, the supersedeas bond released, and the Reserve
released as collateral. On June 28, 1996, a final distribution was made to the
working interest owners, including $36,851, or $6.02 per limited partnership
interest, to the Partnership and its partners. See Note 9 of Notes to Financial
Statements included in "Item 8. Financial Statements and Supplementary Data".
Total costs and expenses decreased in 1996 to $472,906 as compared to $995,548
in 1995, a decrease of $522,642, or 52%. The decrease was primarily due to the
reduction in impairment of oil and gas properties and declines in production
costs and depletion.
6
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Production costs were $308,885 in 1996 and $423,845 in 1995, resulting in a
decrease of $114,960, or 27%. The decrease was primarily due to reductions in
well repair and maintenance costs.
G&A's components are independent accounting and engineering fees, computer
services, postage and managing general partner personnel costs. During this
period, G&A increased, in aggregate, 8%, from $23,907 in 1995 to $25,834 in
1996. The Partnership paid the managing general partner $21,978 in 1996 and
$20,163 in 1995 for G&A incurred on behalf of the Partnership. G&A is allocated,
in part, to the Partnership by the managing general partner. Such allocated
expenses are determined by the managing general partner based upon its judgement
of the level of activity of the Partnership relative to the managing general
partner's activities and other entities it manages. The method of allocation has
varied in certain years and may do so again depending on the activities of the
managed entities.
The Partnership adopted Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of" ("SFAS 121") effective as of October 1, 1995 (see Notes 2 and 3
of Notes to Financial Statements included in "Item 8. Financial Statements and
Supplementary Data"). As a result of the review and evaluation of its long-lived
assets for impairment, the Partnership recognized a non-cash charge of $264,994
related to its oil and gas properties during the fourth quarter of 1995.
Depletion was $110,453 in 1996 compared to $282,802 in 1995, a decrease of
$172,349, or 61%. This decrease was primarily attributable to the following
factors: (i) a reduction in the Partnership's net depletable basis from charges
taken in accordance with SFAS 121, (ii) a reduction in oil production of 6,521
barrels for 1996 compared to 1995, and (iii) an increase in oil reserves during
1996 as a result of higher commodity prices.
A loss on abandoned property of $27,155 was recognized during 1996 resulting
from the abandonment of one uneconomical well. The loss consisted of the
write-off of remaining capitalized costs of $29,143 less proceeds received from
equipment credits of $1,988. Expenses to plug and abandon this well totaled
$579. There was no abandonment activity during 1995.
1995 compared to 1994
The Partnership's 1995 oil and gas revenues decreased to $672,115 from $864,129
in 1994, a decrease of 22%. The decrease in revenues resulted from a 32% decline
in barrels of oil produced and sold and an 18% decline in mcf of gas produced
and sold, offset by increases in the average prices received per barrel of oil
and mcf of gas. In 1995, 30,804 barrels of oil were sold compared to 45,172 in
1994, a decrease of 14,368 barrels. Of the decrease, 3,618 barrels, or 8%, was
due to the decline characteristics of the Partnership's oil and gas properties.
The additional decrease of 10,750 barrels, or 24%, was attributable to the sale
of properties during 1995. In 1995, 86,622 mcf of gas were sold compared to
105,306 in 1994, a decrease of 18,684 mcf, of which 9,042 mcf, or 9%,was due to
the decline characteristics of the Partnership's oil and gas properties. The
additional decrease of 9,642 mcf, or 9%, was attributable to the sale of
properties.
7
<PAGE>
The average price received per barrel of oil increased $1.76, or 12%, from
$15.08 in 1994 to $16.84 in 1995. The average price received per mcf of gas
increased from $1.74 in 1994 to $1.77 in 1995.
A gain of $450,599 from the sale of 22 wells was recognized in 1995, resulting
from proceeds received of $475,193 less the write-off of remaining capitalized
wells costs of $24,594. During 1994, a gain of $18,333 resulted from proceeds
received from the sale of one fully depleted oil and gas well.
Total costs and expenses decreased in 1995 to $995,548 as compared to $996,325
in 1994, a decrease of $777. The decrease was due to declines in production
costs, G&A and depletion, offset by an increase in impairment of oil and gas
properties.
Production costs were $423,845 in 1995 and $635,281 in 1994, resulting in a
$211,436, or 33%, decrease. The decrease was due to reductions in well repair
and maintenance costs, partially attributable to the sale of properties in 1995.
G&A's components are independent accounting and engineering fees, computer
services, postage and managing general partner personnel costs. During this
period, G&A decreased, in aggregate, 27% from $32,702 in 1994 to $23,907 in
1995. The Partnership paid the managing general partner $20,163 in 1995 and
$25,924 in 1994 for G&A incurred on behalf of the Partnership.
The Partnership adopted SFAS 121 effective as of October 1, 1995 (see Notes 2
and 3 of Notes to Financial Statements included in "Item 8. Financial Statements
and Supplementary Data"). As a result of the review and evaluation of its
long-lived assets for impairment, the Partnership recognized a non-cash charge
of $264,994 related to its oil and gas properties during the fourth quarter of
1995.
Depletion was $282,802 in 1995 compared to $328,342 in 1994, a decrease of
$45,540 or 14%. Oil production decreased 14,368 barrels in 1995 from 1994, while
oil reserves of barrels were revised upward by 51,323 barrels, or 16%.
Impact of inflation and changing prices on sales and net income
Inflation impacts the fixed overhead rate charges of the lease operating
expenses for the Partnership. During 1994, the annual change in the index of
average weekly earnings of crude petroleum and gas production workers issued by
the U.S. Department of Labor, Bureau of Labor Statistics increased by 4.8%. The
1995 annual change in average weekly earnings increased by 4.4%. The 1996 index
(effective April 1, 1996) increased 4.1%. The impact of inflation for other
lease operating expenses is small due to the current economic condition of the
oil industry.
The oil and gas industry experienced volatility during the past decade because
of the fluctuation of the supply of most fossil fuels relative to the demand for
such products and other uncertainties in the world energy markets causing
significant fluctuations in oil and gas prices. During 1996, the price per
barrel for oil production similar to the Partnership's ranged from approximately
8
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$18.00 to $25.00. For February 1997, the average price for the Partnership's oil
was approximately $22.00.
Prices for natural gas are subject to ordinary seasonal fluctuations, and this
volatility of natural gas prices may result in production being curtailed and,
in some cases, wells being completely shut-in.
Liquidity and capital resources
Net Cash Provided by Operating Activities
Net cash provided by operating activities increased $100,147 during the year
ended December 31, 1996 from the year ended December 31, 1995. This increase was
due to the receipt of proceeds from the litigation settlement (as discussed in
Note 9 of Notes to Financial Statements included in "Item 8. Financial
Statements and Supplementary Data"), declines in expenditures for production
costs and an increase in oil and gas sales.
Net Cash Provided by Investing Activities
The Partnership's principal investing activities during 1996 and 1995 included
expenditures related to equipment replacement on several oil and gas properties.
Proceeds from salvage income on equipment disposals of $8,521 resulted from the
sale of equipment on one fully depleted well.
Proceeds of $1,988 were received from the salvage of equipment on one well
abandoned during 1996.
Proceeds of $475,193 were received during 1995 from the the sale of 22 wells.
Net Cash Used in Financing Activities
Cash was sufficient in 1996 for distributions to the partners of $397,520 of
which $302,515 was distributed to the limited partners and $95,005 to the
general partners. In 1995, cash was sufficient for distributions to the partners
of $596,585 of which $428,001 was distributed to the limited partners and
$168,584 to the general partners.
Cash distributions to the partners of $397,520 for 1996 included $36,851 to the
limited partners and $8,176 to the managing general partner resulting from
proceeds received in the litigation settlement (see Note 9 of Notes to Financial
Statements included in "Item 8. Financial Statements an Supplementary Data").
It is expected that future net cash provided by operations will be sufficient
for any capital expenditures and any distributions. As the production from the
properties declines, distributions are also expected to decrease.
9
<PAGE>
ITEM 8. Financial Statements and Supplementary Data
The Partnership's audited financial statements are included elsewhere herein.
ITEM 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
None.
10
<PAGE>
PART III
ITEM 10. Directors and Executive Officers of the Partnership
The Partnership does not have any officers or directors. Under the limited
partnership agreement, the Partnership's managing general partner, PPDLP, is
granted the exclusive right and full authority to manage, control and administer
the Partnership's business. PPUSA, the sole general partner of PPDLP, is a
wholly-owned subsidiary of Parker & Parsley Petroleum Company (the "Company"), a
publicly-traded corporation on the New York Stock Exchange.
Set forth below are the names, ages and positions of the directors and executive
officers of PPUSA. Directors of PPUSA are elected to serve until the next annual
meeting of stockholders or until their successors are elected and qualified.
Age at
December 31,
Name 1996 Position
---- ------------ --------
Scott D. Sheffield 44 President, Chairman of the Board,
Chief Executive Officer and
Director
Timothy A. Leach 37 Executive Vice President and Director
Steven L. Beal 37 Senior Vice President, Chief Financial
Officer and Director
Mark L. Withrow 49 Senior Vice President, Secretary and
Director
David A. Chroback 41 Senior Vice President and Director
Scott D. Sheffield. Mr. Sheffield, a graduate of The University of
Texas with a Bachelor of Science degree in Petroleum Engineering, has been the
President and a Director of the Company since May 1990 and has been the Chairman
of the Board and Chief Executive Officer since October 1990. Mr. Sheffield
joined the Company as a petroleum engineer in 1979. Mr. Sheffield served as Vice
President - Engineering of the Company from September 1981 until April 1985 when
he was elected President and a Director of the Company. In March 1989, Mr.
Sheffield was elected Chairman of the Board and Chief Executive Officer of the
Company. On January 1, 1995, Mr. Sheffield resigned as President and Chief
Executive Officer of PPUSA, but remained Chairman of the Board and a Director of
PPUSA. On January 1, 1996, Mr. Sheffield reassumed the positions of President
and Chief Executive Officer of PPUSA. Before joining the Company, Mr. Sheffield
was principally occupied for more than three years as a production and reservoir
engineer for Amoco Production Company.
11
<PAGE>
Timothy A. Leach. Mr. Leach, a graduate of Texas A&M University with a
Bachelor of Science degree in Petroleum Engineering and the University of Texas
of the Permian Basin with a Master of Business Administration degree, was
elected Executive Vice President - Engineering of the Company on March 21, 1995.
Mr. Leach had been serving as Senior Vice President Engineering since March 1993
and served as Vice President - Engineering of the Company from October 1990 to
March 1993. Mr. Leach was elected Executive Vice President and Director of PPUSA
on December 1, 1995. He had joined the Company as Vice President - Engineering
in September 1989. Prior to joining the Company, Mr. Leach was employed as
Senior Vice President and Director of First City Texas - Midland, N.A.
Steven L. Beal. Mr. Beal, a graduate of the University of Texas with a
Bachelor of Business Administration degree in Accounting and a certified public
accountant, was elected Senior Vice President - Finance of the Company in
January 1995 and Chief Financial Officer of the Company on March 21, 1995. Mr.
Beal was elected Senior Vice President and Chief Financial Officer of PPUSA on
January 1, 1995 and was elected a Director of PPUSA on January 2, 1996. He
served as Treasurer of PPUSA from January 1, 1995 to June 12, 1996. Mr. Beal
joined the Company as Treasurer in March 1988 and was elected Vice President -
Finance in October 1991. Prior to joining the Company, Mr. Beal was employed as
an audit manager for Price Waterhouse.
Mark L. Withrow. Mr. Withrow, a graduate of Abilene Christian
University with a Bachelor of Science degree in Accounting and Texas Tech
University with a Juris Doctorate degree, was Vice President - General Counsel
of the Company from February 1991 to January 1995, when he was appointed Senior
Vice President - General Counsel, and has been the Company's Secretary since
August 1992. On January 1, 1995, Mr. Withrow was elected Senior Vice President
and Secretary of PPUSA and was elected a Director of PPUSA on January 2, 1996.
Mr. Withrow joined the Company in January 1991. Prior to joining the Company,
Mr. Withrow was the managing partner of the law firm of Turpin, Smith, Dyer,
Saxe & MacDonald, Midland, Texas.
David A. Chroback. Mr. Chroback, a graduate of Hanover College with a
Bachelor of Science degree in Geology, and a graduate of Southern Illinois
University at Carbondale with a Master of Science degree in Geology, was elected
Senior Vice President of the Company and PPUSA on October 7, 1996. On January 2,
1996, Mr. Chroback was elected Director of PPUSA. He had served as Vice
President - Geology of the Company since February 1993. Mr. Chroback has been
the Geological Manager since June 1992, and prior to that has been a Senior
Geologist with the Company since January 1988. Before joining the Company, he
was a project geologist with Indian Wells Oil Company. Mr. Chroback was
previously employed by Amoco Production Company as a petroleum geologist from
1980 through 1984.
ITEM 11. Executive Compensation
The Partnership does not have any directors or officers. Management of the
Partnership is vested in PPDLP, the managing general partner. Under the
Partnership agreement, PPDLP pays 8% of the Partnership's acquisition, drilling
and completion costs and 20% of its operating and general and administrative
expenses. In return, PPDLP is allocated 20% of the Partnership's revenues.
12
<PAGE>
See Notes 6 and 10 of Notes to Financial Statements included in "Item 8.
Financial Statements and Supplementary Data" below for information regarding
fees and reimbursements paid to the managing general partner or its affiliates
by the Partnership.
EMPL is a co-general partner of the Partnership. Under this arrangement, EMPL
pays 2% of the Partnership's acquisition, drilling and completion costs and 5%
of its operating and general and administrative expenses. In return, EMPL is
allocated 5% of the Partnership's revenues. EMPL does not receive any fees or
reimbursements from the Partnership.
The Partnership does not directly pay any salaries of the executive officers of
PPUSA, but does pay a portion of PPUSA's general and administrative expenses of
which these salaries are a part. See Note 6 of Notes to Financial Statements
included in "Item 8. Financial Statements and Supplementary Data" below.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
(a) Beneficial owners of more than five percent
The Partnership is not aware of any person who beneficially owns 5% or more of
the outstanding limited partnership interests of the Partnership. PPDLP and EMPL
respectively own 80% and 20% of the general partners' interests in the
Partnership. PPDLP owned 190 limited partner interests at January 1, 1997.
(b) Security ownership of management
The Partnership does not have any officers or directors. The managing general
partner of the Partnership, PPDLP, has the exclusive right and full authority to
manage, control and administer the Partnership's business. Under the limited
partnership agreement, limited partners holding a majority of the outstanding
limited partnership interests have the right to take certain actions, including
the removal of the managing general partner or any other general partner. The
Partnership is not aware of any current arrangement or activity which may lead
to such removal. The Partnership is not aware of any officer or director of
PPUSA who beneficially owns limited partnership interests in the Partnership.
13
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ITEM 13. Certain Relationships and Related Transactions
Transactions with the managing general partner or its affiliates
Pursuant to the limited partnership agreement, the Partnership had the following
related party transactions with the managing general partner or its affiliates
during the years ended December 31:
1996 1995 1994
-------- -------- --------
Payment of lease operating and
supervision charges in accordance
with standard industry operating
agreements $122,545 $156,161 $266,452
Reimbursement of general and
administrative expenses $ 21,978 $ 20,163 $ 25,924
Purchase of oil and gas properties and
related equipment at predecessor
cost $ - $ 1,241 $ 9,730
Receipt of proceeds for the salvage value
of retired oil and gas equipment $ 9,004 $ - $ -
Under the limited partnership agreement, the general partners, PPDLP and EMPL,
together pay 10% of Partnership's acquisition, drilling and completion costs and
25% of its operating and general and administrative expenses. In return, they
are allocated 25% of the Partnership's revenues. Twenty percent of the general
partners' share of costs and revenues is allocated to EMPL and the remainder is
allocated to PPDLP. Certain former affiliates of the managing general partner
are limited partners of EMPL. Also, see Notes 6 and 10 of Notes to Financial
Statements included in "Item 8. Financial Statements and Supplementary Data"
below, regarding the Partnership's participation with the managing general
partner in oil and gas activities of the Partnership.
14
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PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) 1. Financial statements
The following are filed as part of this annual report:
Independent Auditors' Report
Balance sheets as of December 31, 1996 and 1995
Statements of operations for the years ended December 31, 1996,
1995 and 1994
Statements of partners' capital for the years ended December 31,
1996, 1995 and 1994
Statements of cash flows for the years ended December 31, 1996,
1995 and 1994
Notes to financial statements
2. Financial statement schedules
All financial statement schedules have been omitted since the required
information is in the financial statements or notes thereto, or is not
applicable nor required.
(b) Reports on Form 8-K
None.
(c) Exhibits
The exhibits listed on the accompanying index to exhibits are filed or
incorporated by reference as part of this annual report.
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S I G N A T U R E S
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.
PARKER & PARSLEY 82-II, LTD.
Dated: March 27, 1997 By: Parker & Parsley Development L.P.,
Managing General Partner
By: Parker & Parsley Petroleum USA, Inc.
("PPUSA"), General Partner
By: /s/ Scott D. Sheffield
-----------------------------
Scott D. Sheffield, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
/s/ Scott D. Sheffield President, Chairman of the Board, March 27, 1997
- ----------------------- Chief Executive Officer and
Scott D. Sheffield Director of PPUSA
/s/ Timothy A. Leach Executive Vice President and March 27, 1997
- ----------------------- Director of PPUSA
Timothy A. Leach
/s/ Steven L. Beal Senior Vice President, Chief March 27, 1997
- ----------------------- Financial Officer and Director
Steven L. Beal of PPUSA
/s/ Mark L. Withrow Senior Vice President, Secretary March 27, 1997
- ----------------------- and Director of PPUSA
Mark L. Withrow
/s/ David A. Chroback Senior Vice President, Secretary March 27, 1997
- ----------------------- and Director of PPUSA
Mark L. Withrow
16
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Partners
Parker & Parsley 82-II, Ltd.
(A Texas Limited Partnership):
We have audited the financial statements of Parker & Parsley 82-II, Ltd. as
listed in the accompanying index under Item 14(a). These financial statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Parker & Parsley 82-II, Ltd. as
of December 31, 1996 and 1995, and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 1996, in
conformity with generally accepted accounting principles.
As discussed in Notes 2 and 3 to the financial statements, the Partnership
adopted the provisions of the Financial Accounting Standards Board's Statement
of Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" in 1995.
KPMG Peat Marwick LLP
Midland, Texas
March 21, 1997
17
<PAGE>
PARKER & PARSLEY 82-II, LTD.
(A Texas Limited Partnership)
BALANCE SHEETS
December 31
1996 1995
----------- -----------
ASSETS
Current assets:
Cash and cash equivalents, including
interest bearing deposits of $178,658
in 1996 and $198,783 in 1995 $ 179,158 $ 199,420
Accounts receivable - oil and gas sales 114,039 57,508
---------- ----------
Total current assets 293,197 256,928
---------- ----------
Oil and gas properties - at cost, based on
the successful efforts accounting method 9,058,497 9,175,329
Accumulated depletion (7,457,953) (7,435,262)
---------- ----------
Net oil and gas properties 1,600,544 1,740,067
---------- ----------
$ 1,893,741 $ 1,996,995
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable - affiliate $ 17,546 $ 46,198
Partners' capital:
Limited partners (6,126 interests) 1,658,629 1,736,603
General partners 217,566 214,194
---------- ----------
1,876,195 1,950,797
---------- ----------
$ 1,893,741 $ 1,996,995
========== ==========
The accompanying notes are an integral part of these financial statements.
18
<PAGE>
PARKER & PARSLEY 82-II, LTD.
(A Texas Limited Partnership)
STATEMENTS OF OPERATIONS
For the years ended December 31
1996 1995 1994
--------- ---------- ----------
Revenues:
Oil and gas $ 732,599 $ 672,115 $ 864,129
Interest 9,677 11,549 2,910
Gain on sale of assets - 450,599 18,333
Salvage income from equipment
disposals 8,521 - -
Litigation settlement 45,027 - -
-------- --------- ---------
795,824 1,134,263 885,372
-------- --------- ---------
Costs and expenses:
Oil and gas production 308,885 423,845 635,281
General and administrative 25,834 23,907 32,702
Impairment of oil and gas
properties - 264,994 -
Depletion 110,453 282,802 328,342
Loss on abandoned property 27,155 - -
Abandoned property 579 - -
-------- --------- ---------
472,906 995,548 996,325
-------- --------- ---------
Net income (loss) $ 322,918 $ 138,715 $ (110,953)
======== ========= =========
Allocation of net income (loss):
General partners $ 98,377 $ 120,537 $ 18,763
======== ========= =========
Limited partners $ 224,541 $ 18,178 $ (129,716)
======== ========= =========
Net income (loss) per limited
partnership interest $ 36.65 $ 2.97 $ (21.17)
======== ========= =========
The accompanying notes are an integral part of these financial statements.
19
<PAGE>
PARKER & PARSLEY 82-II, LTD.
(A Texas Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL
General Limited
partners partners Total
---------- ---------- ----------
Partners' capital at January 1, 1994 $ 294,510 $2,425,159 $2,719,669
Distributions (51,032) (149,017) (200,049)
Net income (loss) 18,763 (129,716) (110,953)
--------- --------- ---------
Partners' capital at December 31, 1994 262,241 2,146,426 2,408,667
Distributions (168,584) (428,001) (596,585)
Net income 120,537 18,178 138,715
--------- --------- ---------
Partners' capital at December 31, 1995 214,194 1,736,603 1,950,797
Distributions (95,005) (302,515) (397,520)
Net income 98,377 224,541 322,918
--------- --------- ---------
Partners' capital at December 31, 1996 $ 217,566 $1,658,629 $1,876,195
========= ========= =========
The accompanying notes are an integral part of these financial statements.
20
<PAGE>
PARKER & PARSLEY 82-II, LTD.
(A Texas Limited Partnership)
STATEMENTS OF CASH FLOWS
For the years ended December 31
1996 1995 1994
--------- --------- ---------
Cash flows from operating activities:
Net income (loss) $ 322,918 $ 138,715 $(110,953)
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Impairment of oil and gas properties - 264,994 -
Depletion 110,453 282,802 328,342
Gain on sale of assets - (450,599) (18,333)
Salvage income from equipment disposals (8,521) - -
Loss on abandoned property 27,155 - -
Changes in assets and liabilities:
(Increase) decrease in accounts
receivable (56,531) 21,966 155
Increase (decrease) in accounts payable (28,648) 8,801 7,062
-------- -------- --------
Net cash provided by operating
activities 366,826 266,679 206,273
-------- -------- --------
Cash flows from investing activities:
Additions to oil and gas properties (77) (1,238) (9,730)
Proceeds from salvage income on equipment
disposals 8,521 - -
Proceeds from equipment salvage on
abandoned property 1,988 - -
Proceeds from sale of assets - 475,193 18,333
-------- -------- --------
Net cash provided by investing
activities 10,432 473,955 8,603
-------- -------- --------
Cash flows from financing activities:
Cash distributions to partners (397,520) (596,585) (200,049)
-------- -------- --------
Net increase (decrease) in cash and cash
equivalents (20,262) 144,049 14,827
Cash and cash equivalents at beginning
of year 199,420 55,371 40,544
-------- -------- --------
Cash and cash equivalents at end of year $ 179,158 $ 199,420 $ 55,371
======== ======== ========
The accompanying notes are an integral part of these financial statements.
21
<PAGE>
PARKER & PARSLEY 82-II, LTD.
(A Texas Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
Note 1. Organization and nature of operations
Parker & Parsley 82-II, Ltd. (the "Partnership") is a limited partnership
organized in 1982 under the laws of the State of Texas.
The Partnership engages primarily in oil and gas exploration, development
and production in Texas and New Mexico and is not involved in any industry
segment other than oil and gas.
Note 2. Summary of significant accounting policies
A summary of the significant accounting policies consistently applied in
the preparation of the accompanying financial statements follows:
Impairment of long-lived assets - Commencing in 1995, in accordance with
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of"
("SFAS 121"), the Partnership reviews its long-lived assets to be held and used
on an individual property basis, including oil and gas properties accounted for
under the successful efforts method of accounting, whenever events or
circumstances indicate that the carrying value of those assets may not be
recoverable. An impairment loss is indicated if the sum of the expected future
cash flows is less than the carrying amount of the assets. In this circumstance,
the Partnership recognizes an impairment loss for the amount by which the
carrying amount of the asset exceeds the fair value of the asset.
The Partnership accounts for long-lived assets to be disposed of at the
lower of their carrying amount or fair value less costs to sell once management
has committed to a plan to dispose of the assets.
Prior to the adoption of SFAS 121 in the fourth quarter of 1995, the
Partnership's aggregate oil and gas properties were stated at cost not in excess
of total estimated future net revenues and the estimated fair value of oil and
gas assets not being depleted.
Oil and gas properties - The Partnership utilizes the successful efforts
method of accounting for its oil and gas properties and equipment. Under this
method, all costs associated with productive wells and nonproductive development
wells are capitalized while nonproductive exploration costs are expensed.
Capitalized costs relating to proved properties are depleted using the
unit-of-production method on a property-by-property basis based on proved oil
(dominant mineral) reserves as determined by the engineering staff of Parker &
Parsley Petroleum USA, Inc. ("PPUSA"), the sole general partner of Parker &
Parsley Development L.P. ("PPDLP"), the Partnership's managing general partner,
and reviewed by independent petroleum consultants. The carrying amounts of
properties sold or otherwise disposed of and the related allowances for
22
<PAGE>
depletion are eliminated from the accounts and any gain or loss is included in
operations.
Use of estimates in the preparation of financial statements - Preparation
of the accompanying financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reporting amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Net income (loss) per limited partnership interest - The net income
(loss) per limited partnership interest is calculated by using the number of
outstanding limited partnership interests.
Income taxes - A Federal income tax provision has not been included in
the financial statements as the income of the Partnership is included in the
individual Federal income tax returns of the respective partners.
Statements of cash flows - For purposes of reporting cash flows, cash and
cash equivalents include depository accounts held by banks.
General and administrative expenses - General and administrative expenses
are allocated in part to the Partnership by the managing general partner or its
affiliates. Such allocated expenses are determined by the managing general
partner based upon its judgement of the level of activity of the Partnership
relative to the managing general partner's activities and other entities it
manages. The method of allocation has varied in certain years and may do so
again depending on the activities of the managed entities.
Environmental - The Partnership is subject to extensive federal, state
and local environmental laws and regulations. These laws, which are constantly
changing, regulate the discharge of materials into the environment and may
require the Partnership to remove or mitigate the environmental effects of the
disposal or release of petroleum or chemical substances at various sites.
Environmental expenditures are expensed or capitalized depending on their future
economic benefit. Expenditures that relate to an existing condition caused by
past operations and that have no future economic benefits are expensed.
Liabilities for expenditures of a noncapital nature are recorded when
environmental assessment and/or remediation is probable, and the costs can be
reasonably estimated.
Note 3. Impairment of long-lived assets
The Partnership adopted SFAS 121 effective October 1, 1995. In order to
determine whether an impairment had occurred, the Partnership estimated the
expected future cash flows of its oil and gas properties and compared such
future cash flows to the carrying amount of the oil and gas properties to
determine if the carrying amount was recoverable. For those oil and gas
properties for which the carrying amount exceeded the estimated future cash
flows, an impairment was determined to exist; therefore, the Partnership
adjusted the carrying amount of those oil and gas properties to their fair value
23
<PAGE>
as determined by discounting their expected future cash flows at a discount rate
commensurate with the risks involved in the industry. As a result of the review
and evaluation of its long-lived assets for impairment, the Partnership
recognized a non-cash charge of $264,994 related to its oil and gas properties
during the fourth quarter of 1995.
Note 4. Income taxes
The financial statement basis of the Partnership's net assets and
liabilities was $395,768 greater than the tax basis at December 31, 1996.
The following is a reconciliation of net income (loss) per statements of
operations with the net income per Federal income tax returns for the years
ended December 31:
1996 1995 1994
-------- -------- ---------
Net income (loss) per statements of
operations $322,918 $138,715 $(110,953)
Depletion and depreciation provisions
for tax reporting purposes under
amounts for financial reporting purposes 98,829 263,931 308,659
Impairment of oil and gas properties for
financial reporting purposes - 264,994 -
Other, net 29,945 (20,631) (4,865)
------ ------- --------
Net income per Federal
income tax returns $451,692 $647,009 $ 192,841
======= ======= ========
Note 5. Oil and gas producing activities
The following is a summary of the costs incurred, whether capitalized or
expensed, related to the Partnership's oil and gas producing activities for the
years ended December 31:
1996 1995 1994
---------- ---------- ----------
Development costs $ 9,856 $ 1,241 $ 9,730
========= ========= =========
Capitalized oil and gas properties consist of the following:
1996 1995 1994
----------- ----------- -----------
Proved properties:
Property acquisition costs $ 519,337 $ 519,906 $ 558,671
Completed wells and equipment 8,539,160 8,655,423 11,531,544
---------- ---------- ----------
9,058,497 9,175,329 12,090,215
Accumulated depletion (7,457,953) (7,435,262) (9,778,999)
---------- ---------- ----------
Net capitalized costs $ 1,600,544 $ 1,740,067 $ 2,311,216
========== ========== ==========
24
<PAGE>
During 1995, the Partnership recognized a non-cash charge against oil and
gas properties of $264,994 associated with the adoption of SFAS 121. See Note 3.
Note 6. Related party transactions
Pursuant to the limited partnership agreement, the Partnership had the
following related party transactions with the managing general partner or its
affiliates during the years ended December 31:
1996 1995 1994
-------- -------- --------
Payment of lease operating and supervision
charges in accordance with standard
industry operating agreements $122,545 $156,161 $266,452
Reimbursement of general and
administrative expenses $ 21,978 $ 20,163 $ 25,924
Purchase of oil and gas properties and
related equipment at predecessor cost $ - $ 1,241 $ 9,730
Receipt of proceeds for the salvage value
of retired oil and gas equipment $ 9,004 $ - $ -
PPDLP, P&P Employees 82-II, Ltd. ("EMPL") and the Partnership are parties
to the Partnership agreement. EMPL is a limited partnership in which PPDLP owns
83% and the remaining portion is owned by former affiliates. PPDLP owned 190
limited partner interests at January 1, 1997.
The costs and revenues of the Partnership are allocated as follows:
General Limited
partners partners
-------- --------
Revenues:
Proceeds from property dispositions prior
to cost recovery 10% 90%
All other Partnership revenues 25% 75%
Costs and expenses:
Lease acquisition costs, drilling and
completion costs 10% 90%
Operating costs, direct costs and general
and administrative expenses 25% 75%
Note 7. Oil and gas information (unaudited)
The following table presents information relating to the Partnership's
estimated proved oil and gas reserves at December 31, 1996, 1995 and 1994 and
changes in such quantities during the years then ended. All of the Partnership's
reserves are proved and located within the United States. The Partnership's
reserves are based on an evaluation prepared by the engineering staff of PPUSA
and viewed by an independent petroleum consultant, using criteria established by
25
<PAGE>
reserves are based on an evaluation prepared by the engineering staff of PPUSA
and viewed by an independent petroleum consultant, using criteria established by
the Securities and Exchange Commission. Reserve value information is available
to limited partners pursuant to the Partnership agreement and, therefore, is not
presented.
Oil (bbls) Gas (mcf)
---------- ---------
Net proved reserves at January 1, 1994 360,351 1,436,792
Revisions 14,373 8,073
Production (45,172) (105,306)
------- --------
Net proved reserves at December 31, 1994 329,552 1,339,559
Revisions 51,323 124,771
Production (30,804) (86,622)
------- -------
Net proved reserves at December 31, 1995 350,071 1,377,708
Revisions 25,559 (4,590)
Production (24,283) (77,814)
------- -------
Net proved reserves at December 31, 1996 351,347 1,295,304
======= =========
The estimated present value of future net revenues of proved reserves,
calculated using December 31, 1996 prices of $24.80 per barrel of oil and $3.70
per mcf of gas, discounted at 10% was approximately $3,097,000 and undiscounted
was $6,261,000 at December 31, 1996.
The Partnership emphasizes that reserve estimates are inherently
imprecise and, accordingly, the estimates are expected to change as future
information becomes available.
Note 8. Major customers
The following table reflects the major customers of the Partnership's oil
and gas sales (a major customer is defined as a customer whose sales exceed 10%
of total sales) during the years ended December 31:
1996 1995 1994
------ ------ ------
Genesis Crude Oil, L.P. 67% 70% 73%
Western Gas Resources, Inc. 15% 11% -
GPM Gas Corporation - - 12%
The above customers represent 78% of total accounts receivable at
December 31, 1996.
PPDLP is party to a long-term agreement pursuant to which PPDLP and
affiliates are to sell to Basis Petroleum, Inc. (formerly Phibro Energy, Inc.)
substantially all crude oil (including condensate) which any of such entities
have the right to market from time to time. On September 23, 1996, PPDLP and
Basis Petroleum, Inc. entered into an agreement that supersedes the prior crude
oil purchase agreement between the parties and provides for adjusted terms
effective December 1, 1995. On November 25, 1996, the Company consented to the
assignment of the agreement to Genesis Crude Oil, L.P. ("Genesis"), a limited
26
<PAGE>
partnership formed by Basis Petroleum, Inc. and Howell Corporation. The price to
be paid by Genesis for oil purchased under the agreement ("Genesis Agreement")
is to be competitive with prices paid by other substantial purchasers in the
same areas who are significant competitors of Genesis. The price to be paid for
oil purchased under the Genesis Agreement includes a market-related bonus that
may vary from month to month based upon spot oil prices at various commodity
trade points. The term of the Genesis Agreement is through June 30, 1998, and it
may continue thereafter subject to termination rights afforded each party.
Salomon, Inc., the parent company of Basis Petroleum, Inc. and a subordinated
limited partner in Genesis, secures the payment obligations under the Genesis
Agreement with a $25 million payment guarantee. Accounts receivable-oil and gas
sales included $66,515 due from Genesis at December 31, 1996.
Note 9. Contingencies
On May 25, 1993, a final settlement agreement was negotiated, drafted and
finally executed, ending litigation which had begun on September 5, 1989, when
the Partnership filed suit along with other parties against Dresser Industries,
Inc.; Titan Services, Inc.; BJ-Titan Services Company; BJ-Hughes Holding
Company; Hughes Tool Company; Baker Hughes Production Tools, Inc.; and Baker
Hughes Incorporated alleging that the defendants had intentionally failed to
provide the materials and services ordered and paid for by the Partnership and
other parties in connection with the fracturing and acidizing of 523 wells, and
then fraudulently concealed the shorting practice from Parker & Parsley
Development L.P. ("PPDLP"). The May 25, 1993 settlement agreement called for a
payment of $115 million in cash by the defendants, and Southmark, the
Partnership, and the other plaintiffs indemnified the defendants against the
claims of Jack N. Price. The managing general partner received the funds,
deducted incurred legal expenses, calculated accrued interest, determined the
general partner's portion of the funds and calculated any inter-partnership
allocations.
On May 3, 1993, Jack N. Price, the attorney who represented Gary G.
"Zeke" Lancaster in the Federal Court lawsuit, filed suit in State Court in
Beaumont against all of the plaintiff partnerships, including the Partnership
and others, alleging his entitlement to 12% of the settlement proceeds. Price's
lawsuit claim for approximately $13.8 million was predicated on a purported
contract entered into with Southmark Corporation in August 1988 in which he
allegedly bound the Partnership and the other defendants, as well as Southmark.
Although PPDLP believed the lawsuit to be without merit and vigorously defended
it, PPDLP held in reserve approximately 12.5% of the total settlement (the
"Reserve") pending final resolution of the litigation.
A distribution of $91,000,000 was made to the working interest owners,
including the Partnership, on July 30, 1993. The limited partners received their
distribution of $360,857, or $58.91 per limited partnership interest, in
September 1993. The allocation of the lawsuit settlement amount was based on the
original verdict entered on October 26, 1990. The allocation to the working
interest owners in each well (including the Partnership) was based on a ratio of
the relative amount of damages due to overcharges for services and materials
("Materials") and damages for loss of past and future production ("Production"),
each as determined in that initial judgment. Within the Partnership, damages for
Materials were allocated between the partners based on their original sharing
percentages for costs of acquiring and/or drilling of wells. Similarly, damages
27
<PAGE>
related to Production were allocated to the partners in the Partnership based on
their respective share of revenues from the subject wells.
As a condition of the purchase by Parker & Parsley Petroleum Company of
Parker & Parsley Development Company ("PPDC"), which was merged into PPDLP on
January 1, 1995, from its former parent in May 1989, PPDC's interest in the
lawsuit and subsequent settlement was retained by the former parent.
Consequently, all of PPDC's share of the settlement related to its separately
held interests in the wells and its partnership interests in the sponsored
partnerships (except that portion allocable to interests acquired by PPDC after
May 1989) was paid to the former parent.
On September 20, 1995, the Beaumont trial judge entered a summary
judgment against Southmark for the $13,790,000 contingent fee sought by Price,
together with prejudgment interest, and also awarded Price an additional
$5,498,525 in attorneys' fees. On January 22, 1996, the trial judge entered an
interlocutory summary judgment against Dresser Industries and Baker Hughes for
an amount to be determined. Pursuant to their indemnity obligations, the
Partnership, Southmark, PPDLP and other original plaintiffs vigorously protected
the rights of both Dresser and Baker Hughes. Southmark vigorously pursued its
appeal of the judgment, and posted a supersedeas bond using the Reserve as
collateral. On April 29, 1996, all of the parties, including the Partnership and
Southmark, entered into a $7.4 million settlement with Price which fully and
finally resolved all of the litigation and disputes between the parties,
including the Partnership's indemnity obligations to Dresser and Baker Hughes.
Pursuant to the settlement agreement, all of the pending lawsuits and
judgments have been dismissed, the supersedeas bond released, and the Reserve
released as collateral. On June 28, 1996, a final distribution was made to the
working interest owners, including $36,851, or $6.02 per limited partnership
interest to the Partnership and its partners.
Note 10. Organization and operations
The Partnership was organized September 30, 1982 as a limited partnership
under the Texas Uniform Limited Partnership Act for the purpose of acquiring and
developing oil and gas properties. The following is a brief summary of the more
significant provisions of the limited partnership agreement:
General partners - The general partners of the Partnership are PPDLP and
EMPL. PPDLP, the managing general partner, has the power and authority to
manage, control and administer all Partnership affairs.
Limited partner liability - The maximum amount of liability of any
limited partner is the total contributions of such partner plus his share
of any undistributed profits.
Initial capital contributions - The limited partners entered into
subscription agreements for aggregate capital contributions of
$12,252,000. The general partners are required to contribute amounts
equal to 10% of Partnership expenditures for lease acquisition, drilling
and completion and 25% of direct, general and administrative and
operating expenses, and by agreement must maintain a calculated minimum
capital balance.
28
<PAGE>
PARKER & PARSLEY 82-II, LTD.
INDEX TO EXHIBITS
The following documents are incorporated by reference in response to Item
14(c):
Exhibit No. Description Page
---------- ----------- ----
3.1 Agreement of Limited Partnership of -
Parker & Parsley 82-II, Ltd. incorporated
by reference to Exhibit 4(e) of Partnership's
Registration Statement on Form S-1
(Registration No. 2-75503B), as amended
on February 4, 1982, the effective date
thereof (hereinafter called, the Registration
Statement)
3.2 Amended and Restated Certificate of -
Limited Partnership of Parker & Parsley
82-II, Ltd. incorporated by reference to
Exhibit 3.2 of the Partnership's Annual
Report on Form 10-K for the year ended
December 31, 1983
4.1 Form of Subscription Agreement and Power -
of Attorney incorporated by reference to
Exhibit 4(b) of the Partnership's Registration
Statement
4.2 Specimen Certificate of Limited Partnership -
Interest incorporated by reference to Exhibit
4(d) of the Partnership's Registration Statement
99.1 Mutual Release and Indemnity Agreement
dated May 25, 1993 -
29
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000717374
<NAME> 82II.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 179,158
<SECURITIES> 0
<RECEIVABLES> 114,039
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 293,197
<PP&E> 9,058,497
<DEPRECIATION> 7,457,953
<TOTAL-ASSETS> 1,893,741
<CURRENT-LIABILITIES> 17,546
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,876,195
<TOTAL-LIABILITY-AND-EQUITY> 1,893,741
<SALES> 732,599
<TOTAL-REVENUES> 795,824
<CGS> 0
<TOTAL-COSTS> 472,906
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 322,918
<INCOME-TAX> 0
<INCOME-CONTINUING> 322,918
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 322,918
<EPS-PRIMARY> 36.65
<EPS-DILUTED> 0
</TABLE>
