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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1995
Commission File Number 2-92702-03 (1982-1 Program)
2-92702-04 (1982-2 Program)
DYCO 1982 OIL AND GAS PROGRAMS
(TWO LIMITED PARTNERSHIPS)
(Exact name of registrant as specified in its charter)
41-1438430 (1982-1 Program)
Minnesota 41-1438437 (1982-2 Program)
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Samson Plaza
Two West Second Street
Tulsa, Oklahoma 74103
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (918) 583-1791
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Units of limited partnership interest
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 the 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.
Yes X No (Disclosure is contained herein)
----- -----
The units of limited partnership are not publicly traded,
therefore, registrant cannot compute the aggregate market value of the
voting units held by non-affiliates of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE: None.
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FORM 10-K
DYCO 1982 OIL AND GAS PROGRAMS
(Two Minnesota limited partnerships)
TABLE OF CONTENTS
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ITEM 1. BUSINESS . . . . . . . . . . . . . . . . . . . . . 1
ITEM 2. PROPERTIES . . . . . . . . . . . . . . . . . . . . 5
ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED
PARTNERS . . . . . . . . . . . . . . . . . . . . . 11
PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ITEM 5. MARKET FOR THE REGISTRANT'S LIMITED PARTNERSHIP
UNITS AND RELATED LIMITED PARTNER MATTERS . . . . 11
ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . 13
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . . . 15
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . 22
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . 46
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT . . . . . . . . . . . . . . . . . . . . 46
ITEM 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . 48
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT . . . . . . . . . . . . . . 53
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . 54
PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K . . . . . . . . . . . . . . . 55
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
ii
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PART I
ITEM 1. BUSINESS
General
The Dyco Oil and Gas Program 1982-1 Limited Partnership (the
"1982-1 Program") and Dyco Oil and Gas Program 1982-2 Limited
Partnership (the "1982-2 Program") (collectively, the "Programs") are
Minnesota limited partnerships engaged in the production of oil and
gas. The 1982-1 Program and 1982-2 Program commenced operations on
June 14, 1982 and March 1, 1983, respectively, with the primary
financial objective of investing their limited partners' subscriptions
in the drilling of oil and gas prospects and then distributing to
their limited partners all available cash flow from the Program's on-
going production operations. Dyco Petroleum Corporation ("Dyco")
serves as the General Partner of the Programs. See "Item 2.
Properties" for a description of the Programs' properties and
reserves.
The limited partnership agreements for each of the Programs
provide that limited partners are allocated 99% of all Program costs
and revenues and that Dyco, as General Partner, is allocated 1% of all
Program costs and revenues. Included in such costs is each Program's
reimbursement to Dyco of the Program's proportionate share of Dyco's
geological, engineering, and general and administrative expenses.
Dyco serves as General Partner of 34 limited partnerships,
including the Programs. Dyco is a wholly-owned subsidiary of Samson
Natural Gas Company, which is a wholly-owned subsidiary of Samson
Investment Company. Samson Investment Company and its various
corporate subsidiaries, including Dyco, (collectively, the "Samson
Companies") are engaged in the production and development of and
exploration for oil and gas reserves and the acquisition and operation
of producing properties. At December 31, 1995, the Samson Companies
owned interests in approximately 18,000 oil and gas wells located in
19 states of the U.S. and 3 provinces of Canada. At December 31,
1995, the Samson Companies operated approximately 3,100 oil and gas
wells located in 15 states of the U.S., 2 provinces of Canada,
Venezuela, and Russia.
As limited partnerships, the Programs have no officers,
directors, or employees. They rely instead on the personnel of Dyco
and the other Samson Companies. As of February 1, 1996, the Samson
Companies employed approximately 830 persons. No employees are
covered by collective bargaining agreements, and management believes
that the Samson Companies provide a sound employee relations
environment. For information regarding the executive officers of
Dyco, see "Item 10. Directors and Executive Officers of the
Registrant."
1
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Dyco's and the Programs' principal place of business is located
at Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103, and
their telephone number is (918) 583-1791 or (800) 535-1791.
Funding
Although the Programs' partnership agreements permit the Programs
to incur borrowings, each Program's operations and expenses is
currently funded out of each Program's revenues from oil and gas
sales. Dyco may, but is not required to, advance funds to each of the
Programs for the same purposes for which Program borrowings are
authorized.
Principal Products Produced and Services Rendered
The Programs' sole business is the development and production of
oil and natural gas with a concentration on natural gas. The
Programs do not hold any patents, trademarks, licenses, or concessions
and are not a party to any government contracts. The Programs have no
backlog of orders and do not participate in research and development
activities. The Programs are not presently encountering shortages of
oilfield tubular goods, compressors, production material, or other
equipment.
Oil, Gas, and Environmental Control Regulations
Regulation of Production Operations -- The production of oil and
gas is subject to extensive federal and state laws and regulations
governing a wide variety of matters, including the drilling and
spacing of wells, allowable rates of production, prevention of waste
and pollution, and protection of the environment. In addition to the
direct costs borne in complying with such regulations, operations and
revenues may be impacted to the extent that certain regulations limit
oil and gas production to below economic levels.
Regulation of Sales and Transportation of Oil and Natural Gas --
Sales of crude oil and condensate are made by the Programs at market
prices and are not subject to price controls. The sale of natural gas
may be subject to both federal and state laws and regulations,
including, but not limited to, the Natural Gas Act of 1938 (the
"NGA"), the Natural Gas Policy Act of 1978 (the "NGPA"), and
regulations promulgated by the Federal Energy Regulatory Commission
(the "FERC") under the NGA, the NGPA, and other statutes. The
provisions of the NGA and the NGPA, as well as the regulations
thereunder, are complex and affect all who produce, resell, transport,
or purchase natural gas, including the Programs. Although virtually
all of the Programs' gas production is not subject to price regulation,
2
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the NGA, NGPA, and FERC regulations affect the availability
of gas transportation services and the ability of gas consumers
to continue to purchase and use gas at current levels.
Accordingly, such regulations may have a material effect on the
Programs' operations and projections of future oil and gas production
and revenues.
Future Legislation -- Legislation affecting the oil and gas
industry is under constant review for amendment or expansion. Because
such laws and regulations are frequently amended or reinterpreted,
management is unable to predict what additional energy legislation may
be proposed or enacted or the future cost and impact of complying with
existing or future regulations.
Regulation of the Environment -- The Programs' operations are
subject to numerous laws and regulations governing the discharge of
materials into the environment or otherwise relating to environmental
protection. Compliance with such laws and regulations, together with
any penalties resulting from noncompliance therewith, may increase the
cost of the Programs' operations or may affect the Programs' ability
to complete, in a timely fashion, existing or future activities.
Management anticipates that various local, state, and federal
environmental control agencies will have an increasing impact on oil
and gas operations.
Significant Customers
Purchases of gas by Premier Gas Company ("Premier") and purchases
of oil by National Cooperative Refinery accounted for approximately
74.1% and 20.4%, respectively, of the 1982-1 Program's oil and gas
sales during the year ended December 31, 1995. With respect to the
1982-2 Program, purchases of gas by Premier accounted for approxi-
mately 80.9% of its oil and gas sales during the year ended
December 31, 1995. Premier was an affiliate of Dyco until December 6,
1995. See "Item 11. Executive Compensation." In the event of
interruption of purchases by these significant customers or the
cessation or material change in availability of open-access
transportation by the Programs' pipeline transporters, the Programs
may encounter difficulty in marketing their gas and in maintaining
historic sales levels. Alternative purchasers or transporters may not
be readily available.
The Programs' principal customers for crude oil production are
refiners and other companies which have pipeline facilities near the
producing properties of the Programs. In the event pipeline
facilities are not conveniently available to production areas, crude
oil is usually trucked by purchasers to storage facilities.
3
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Competition and Marketing
The oil and gas industry is highly competitive, with a large
number of companies and individuals engaged in the exploration and
development of oil and gas properties. The ability of the Programs to
produce and market oil and gas profitably depends on a number of
factors that are beyond the control of the Programs. These factors
include worldwide political instability (especially in oil-producing
regions), the supply and price of foreign imports of oil and gas, the
level of consumer product demand (which is heavily influenced by
weather patterns), government regulations and taxes, the price and
availability of alternative fuels, the overall economic environment,
and the availability and capacity of transportation and processing
facilities. The effect of these factors cannot be accurately
predicted or anticipated.
As a general rule, in recent years, worldwide oil production
capacity and gas production capacity in certain areas of the United
States exceeded demand and resulted in a decline in the average price
of oil and gas in the United States. During the later part of 1994
and 1995, however, average oil prices in the United States increased.
Oil prices increased from approximately $16.50 per barrel at Decem-
ber 31, 1994 to approximately $18.50 per barrel at December 31, 1995.
Management is unable to predict whether future oil prices will
(i) stabilize, (ii) increase, or (iii) decrease.
Gas sales contract prices have generally declined significantly
since the mid-1980s due to a number of factors, including a nationwide
surplus of gas and increased competition. Competition has increased
among United States gas marketers due to the gas surplus, the partial
deregulation of gas prices, the conversion by major pipelines to open
access transportation, and the lack of strong residential demand for
natural gas during the winter months for the last few years as a
result of warm winters in much of the United States. However, spot
gas prices in the areas where the Programs' gas is marketed increased
during the later part of 1995 compared to prices received in the later
part of 1994 and the first several months of 1995.
Substantially all of the Programs' natural gas reserves are being
sold in the "spot market." Due to the highly competitive nature of
the spot market, prices on the spot market are subject to wide
seasonal and regional pricing fluctuations. In addition, such spot
market sales are generally short-term in nature and are dependent upon
the obtaining of transportation services provided by pipelines.
4
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The Programs' spot gas prices increased from approximately $1.67
per Mcf at December 31, 1994 to approximately $2.00 per Mcf at
December 31, 1995. Such prices were on an MMBTU basis and differ from
the prices actually received by the Programs due to transportation and
marketing costs, BTU adjustments, and regional price and quality
differences. Future prices will likely be different from (and may be
lower than) the prices in effect on December 31, 1995. In many past
years, year-end prices have tended to be higher, and in some cases
significantly higher, than the yearly average price actually received
by the Programs for at least the year following the year-end valuation
date. Management is unable to predict whether future gas prices will
(i) stabilize, (ii) increase, or (iii) decrease.
Insurance Coverage
The Programs are subject to all of the risks inherent in the
exploration for and production of oil and gas, including blowouts,
pollution, fires, and other casualties. The Programs maintain
insurance coverage as is customary for entities of a similar size
engaged in operations similar to that of the Programs, but losses can
occur from uninsurable risks or in amounts in excess of existing
insurance coverage. The occurrence of an event which is not fully
covered by insurance could have a material adverse effect on the
Programs' financial position and results of operations.
ITEM 2. PROPERTIES
Well Statistics
The following table sets forth the numbers of gross and net
productive wells of the Programs as of December 31, 1995.
Well Statistics(1)
As of December 31, 1995
1982-1 1982-2
Program Program
------- -------
Gross productive wells(2):
Oil 2 -
Gas 20 22
-- --
Total 22 22
Net productive wells(3):
Oil .79 -
Gas 2.31 2.53
---- ----
Total 3.10 2.53
- - ----------
5
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(1) The designation of a well as an oil well or gas well is made by
Dyco based on the relative amount of oil and gas reserves for the
well. Regardless of a well's oil or gas designation, it may
produce oil, gas, or both oil and gas.
(2) As used throughout this Annual Report, "Gross Well" refers to a
well in which a working interest is owned. The number of gross
wells is the total number of wells in which a working interest is
owned.
(3) As used throughout this Annual Report, "Net Well" refers to the
sum of the fractional working interests owned in gross wells
expressed as whole numbers and fractions thereof. For example, a
15% leasehold interest in a well represents one Gross Well, but
0.15 Net Well.
Drilling Activities
The Programs participated in no drilling activities for the year
ended December 31, 1995.
Oil and Gas Production, Revenue, and Price History
The following table sets forth certain historical information
concerning the oil (including condensates) and natural gas production,
net of all royalties, overriding royalties, and other third party
interests, of the Programs, revenues attributable to such production,
and certain price and cost information.
Net Production Data
Year Ended December 31,
----------------------------
1995 1994 1993
-------- -------- --------
1982-1 Program:
- - --------------
Production:
Oil (Bbls)(1) 2,308 2,615 2,493
Gas (Mcf)(2) 170,795 168,203 216,923
Oil and gas sales:
Oil $ 39,156 $ 40,017 $ 42,514
Gas 224,175 270,556 399,425
------- ------- -------
Total $263,331 $310,573 $441,939
======= ======= =======
Total direct operating expenses $134,081 $ 90,531 $115,318
======= ======= =======
6
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Direct operating expenses as a
percentage of oil and gas
sales 50.9% 29.1% 26.1%
Average sales price:
Per barrel of oil $16.97 $15.30 $17.05
Per Mcf of gas 1.31 1.61 1.84
Direct operating expenses per
equivalent Mcf of gas(3) $ .73 $ .49 $ .50
1982-2 Program:
- - --------------
Production:
Oil (Bbls)(1) 704 1,938 563
Gas (Mcf)(2) 437,387 475,083 329,173
Oil and gas sales:
Oil $ 9,554 $ 21,248 $ 8,535
Gas 573,087 742,072 622,849
------- ------- -------
Total $582,641 $763,320 $631,384
======= ======= =======
Total direct operating expenses $168,278 $178,821 $187,145
======= ======= =======
Direct operating expenses as a
percentage of oil and gas
sales 28.9% 23.4% 29.6%
Average sales price:
Per barrel of oil $13.57 $10.96 $15.16
Per Mcf of gas 1.31 1.56 1.89
Direct operating expenses per
equivalent Mcf of gas(3) $ .38 $ .37 $ .56
- - ----------
(1) As used throughout this Annual Report, "Bbls" refers to barrels
of 42 U.S. gallons and represents the basic unit for measuring
the production of crude oil and condensate oil.
(2) As used throughout this Annual Report, "Mcf" refers to volume of
1,000 cubic feet under prescribed conditions of pressure and
temperature and represents the basic unit for measuring the
production of natural gas.
(3) Oil production is converted to gas equivalents at the rate of six
Mcf per barrel, representing the estimated relative energy
content of gas and oil, which rate is not necessarily indicative
of the relationship of oil and gas prices. The respective prices
of oil and gas are affected by market and other factors in
addition to relative energy content.
7
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Proved Reserves and Net Present Value
The following table sets forth the Programs' estimated proved oil
and gas reserves and net present value therefrom as of December 31,
1995. The schedule of quantities of proved oil and gas reserves was
prepared by Dyco in accordance with the rules prescribed by the
Securities and Exchange Commission (the "SEC"). As used throughout
this Annual Report, "proved reserves" refers to those estimated
quantities of crude oil, natural gas, and natural gas liquids which
geological and engineering data demonstrate with reasonable certainty
to be recoverable in future years from known oil and gas reservoirs
under existing economic and operating conditions.
Net present value represents estimated future gross cash flow
from the production and sale of proved reserves, net of estimated oil
and gas production costs (including production taxes, ad valorem
taxes, and operating expenses), and estimated future development costs
discounted at 10% per annum. Net present value attributable to the
Programs' proved reserves was calculated on the basis of current costs
and prices at December 31, 1995. Such prices were not escalated
except in certain circumstances where escalations were fixed and
readily determinable in accordance with applicable contract
provisions. The prices used by Dyco in calculating the net present
value attributable to the Programs' proved reserves do not necessarily
reflect market prices for oil and gas production subsequent to
December 31, 1995. Furthermore, gas prices at December 31, 1995 were
higher than the price used for determining the Programs' net present
value of proved reserves for the year ended December 31, 1994. There
can be no assurance that the prices used in calculating the net
present value of the Programs' proved reserves at December 31, 1995
will actually be realized for such production.
The process of estimating oil and gas reserves is complex,
requiring significant subjective decisions in the evaluation of
available geological, engineering, and economic data for each
reservoir. The data for a given reservoir may change substantially
over time as a result of, among other things, additional development
activity, production history, and viability of production under
varying economic conditions; consequently, it is reasonably possible
that material revisions to existing reserve estimates may occur in the
near future. Although every reasonable effort has been made to ensure
that the reserve estimates reported herein represent the most accurate
assessment possible, the significance of the subjective decisions
required and variances in available data for various reservoirs make
these estimates generally less precise than other estimates presented
in connection with financial statement disclosures.
8
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Proved Reserves and
Net Present Values
From Proved Reserves
As of December 31, 1995
1982-1 Program:
--------------
Estimated proved reserves:
Natural gas (Mcf) 633,507
Oil and liquids (Bbls) 9,674
Net present value
(discounted at 10% per annum) $581,851
1982-2 Program:
--------------
Estimated proved reserves:
Natural gas (Mcf) 973,504
Oil and liquids (Bbls) 707
Net present value
(discounted at 10% per annum) $922,832
No estimates of the proved reserves of the Programs comparable to
those included herein have been included in reports to any federal
agency other than the SEC. Additional information relating to the
Programs' proved reserves is contained in Notes 4 and 5 to the
Programs' financial statements, included in Item 8 of this Annual
Report.
Significant Properties
1982-1 Program
--------------
As of December 31, 1995, the 1982-1 Program's properties
consisted of 22 gross (3.10 net) productive wells in which the 1982-1
Program owned a working interest. The 1982-1 Program owned a non-
working interest in an additional 9 gross wells. Affiliates of the
1982-1 Program operate 11 (35%) of its total wells. As of December
31, 1995, the 1982-1 Program's net interests in its properties
resulted in estimated total proved reserves of 633,507 Mcf of natural
gas and 9,674 barrels of oil. Substantially all of the 1982-1
Program's reserves are located in the Anadarko Basin of western
Oklahoma and the Texas panhandle, which is an established oil and gas
producing basin. All of the 1982-1 Program's properties are located
onshore in the continental United States.
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As of December 31, 1995, the 1982-1 Program's properties in the
Anadarko Basin consisted of 21 gross (2.59 net) wells in which the
1982-1 Program own a working interest. The 1982-1 Program owned a
non-working interest in an additional 8 gross wells. Affiliates of
the 1982-1 Program operate 10 (34%) of its total wells in the Anadarko
Basin. As of December 31, 1995, the 1982-1 Program's net interest in
such wells resulted in estimated total proved reserves of approxi-
mately 598,225 Mcf of natural gas and approximately 9,674 barrels of
crude oil, with a present value (discounted at 10% per annum) of esti-
mated future net cash flow of approximately $553,560.
1982-2 Program
--------------
As of December 31, 1995, the 1982-2 Program's properties
consisted of 22 gross (2.53 net) productive wells in which the 1982-2
Program owned a working interest. The 1982-2 Program owned a non-
working interest in an additional 6 gross wells. Affiliates of the
1982-2 Program operate 10 (36%) of its total wells. As of December
31, 1995, the 1982-2 Program's net interests in its properties
resulted in estimated total proved reserves of 973,504 Mcf of natural
gas and 707 barrels of oil. All of the 1982-2 Program's reserves are
located in the Anadarko Basin.
Title to Oil and Gas Properties
Management believes that the Programs have satisfactory title to
their oil and gas properties. Record title to substantially all of
the Programs' properties is held by Dyco as nominee.
Title to the Programs' properties is subject to customary
royalty, overriding royalty, carried, working, and other similar
interests and contractual arrangements customary in the oil and gas
industry, to liens for current taxes not yet due, and to other
encumbrances. Management believes that such burdens do not materially
detract from the value of such properties or from the Programs'
interest therein or materially interfere with their use in the
operation of the Programs' business.
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ITEM 3. LEGAL PROCEEDINGS
On November 12, 1992 Larry and Leona Beck filed a lawsuit against
Dyco and others in which the plaintiffs alleged damages to their land
as a result of remediation operations conducted on the Paul King #1-7
well (Beck v. Trigg Drilling Company, Inc., et al., C-92-227, District
Court of Beckham County, Oklahoma). The 1982-2 Program had an
approximate 1.6% working interest in the Paul King #1-7 well at the
time the lawsuit was filed. The lawsuit alleged claims based on
negligence, private nuisance, public nuisance, trespass, unjust
enrichment, constructive fraud, and permanent injunctive relief, all
in amounts to be determined at trial. A trial was conducted in the
matter on February 22, 1994 in which the jury entered a verdict in
favor of the plaintiffs in the amount of approximately $5.5 million,
consisting of approximately $2.75 million in actual damages and
approximately $2.75 million in punitive damages. The 1982-2 Program's
share of such verdict is approximately $43,000 in actual damages and
approximately $8,800 in punitive damages. See Note 4 to the 1982-2
Program's financial statements included in Item 8 of this Annual
Report. Dyco is presently appealing the matter.
Except for the foregoing litigation, to the knowledge of the
management of Dyco and the Programs, neither Dyco, the Programs, nor
the Programs' properties are subject to any litigation, the results of
which would have a material effect on the Programs' or Dyco's
financial condition or operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS
There were no matters submitted to a vote of the limited partners
of either Program during 1995.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S LIMITED PARTNERSHIP UNITS AND
RELATED LIMITED PARTNER MATTERS
The Programs do not have an established trading market for their
units of limited partnership interest ("Units"). Pursuant to the
terms of the Programs' limited partnership agreements, Dyco, as
General Partner, is obligated to annually offer a repurchase offer
which is based on the estimated future net revenues from the Programs'
reserves and is calculated pursuant to the terms of the limited
partnership agreement. Such repurchase offer is recalculated monthly
in order to reflect cash distributions made to the limited partners
and other extraordinary events. The following table sets forth, for
the periods indicated, Dyco's repurchase offer per Unit and the amount
of the Programs' cash distributions per Unit for the same period. For
purposes of this Annual Report, a Unit represents an initial
subscription of $5,000 to a Program.
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1982-1 PROGRAM
--------------
Repurchase Cash
Price Distributions
---------- -------------
1994:
First Quarter $60 $ -
Second Quarter 56 20
Third Quarter 56 -
Fourth Quarter 56 -
1995:
First Quarter $56 -
Second Quarter 56 -
Third Quarter 54 -
Fourth Quarter 54 -
1996:
First Quarter $54 (1)
- - ----------
(1) To be declared in March 1996.
1982-2 PROGRAM
--------------
Repurchase Cash
Price Distributions
---------- -------------
1994:
First Quarter $147 $20
Second Quarter 144 25
Third Quarter 144 -
Fourth Quarter 114 30
1995:
First Quarter $114 -
Second Quarter 114 -
Third Quarter 129 30
Fourth Quarter 99 -
1996:
First Quarter $ 99 (1)
- - ----------
(1) To be declared in March 1996.
The 1982-1 Program has 10,100 Units outstanding and approximately
3,425 limited partners of record. The 1982-2 Program has 8,080 Units
outstanding and approximately 2,682 limited partners of record.
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ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Selected Financial Data
The following table presents selected financial data for the Programs. This data should
be read in conjunction with the financial statements of the Programs, and the respective notes
thereto, included elsewhere in this Annual Report. See "Item 8. Financial Statements and
Supplementary Data."
1982-1 Program
--------------
December 31,
--------------------------------------------------------
1995 1994 1993 1992 1991
---------- -------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Summary of Operations:
Oil and gas sales $263,331 $310,573 $441,939 $ 539,408 $ 429,116
Total revenues 263,538 314,183 476,838 626,931 480,819
Lease operating
expenses 115,436 73,341 81,958 115,398 96,647
Production taxes 18,645 17,190 33,360 42,843 32,535
General and administrative
expenses 104,106 92,108 91,041 100,041 93,185
Depreciation, depletion,
and amortization of oil
and gas properties 40,413 66,472 93,645 101,792 117,523
Valuation allowance for
oil and gas properties - - - - 483,000
Net income (loss) ( 15,062) 65,072 176,834 266,857 ( 342,071)
per Unit ( 1) 6 18 26 ( 34)
Cash distributions - 202,000 808,000 252,500 202,000
per Unit - 20 80 25 20
Summary Balance Sheet Data:
Total assets 351,285 390,358 580,402 1,188,550 1,128,469
Partners' capital 289,257 304,319 441,247 1,072,413 1,058,056
</TABLE>
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<CAPTION>
1982-2 Program
--------------
December 31,
------------------------------------------------------
1995 1994 1993 1992 1991
-------- -------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Summary of Operations:
Oil and gas sales $582,641 $763,320 $631,384 $ 802,530 $ 673,269
Total revenues 590,407 768,862 634,650 1,073,496 682,399
Lease operating
expenses 126,949 123,535 141,268 100,342 130,777
Production taxes 41,329 55,286 45,877 56,428 49,451
General and administrative
expenses 83,226 73,694 73,834 81,438 74,746
Depreciation, depletion,
and amortization of oil
and gas properties 107,051 200,824 163,507 173,251 143,160
Valuation allowance for
oil and gas properties 14,169 - - - 1,196,438
Interest expense - - - 1,171 61,188
Net income (loss) 217,683 315,523 210,164 660,866 ( 973,361)
per Unit 27 39 26 82 ( 120)
Cash distributions 242,400 606,000 444,400 646,400 323,200
per Unit 30 75 55 80 40
Summary Balance Sheet Data:
Total assets 616,939 666,396 913,469 1,069,317 1,273,979
Partners' capital 513,212 537,929 828,406 1,062,642 1,048,176
</TABLE>
14
<PAGE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
General
-------
The following general discussion should be read in conjunction
with the analysis of results of operations provided below. In
management's view, it is not possible to predict accurately either the
short-term or long-term prices for oil or gas. Specifically, due to
the oversupply of natural gas in recent years, certain of the
Programs' gas producing properties have suffered, and continue to
suffer during portions of the year, production curtailments and
seasonal reductions in the prices paid by purchasers. Additional
curtailments and seasonal or regional price reductions will adversely
affect the operations and financial condition of the Programs. Gas
sales prices, which have generally declined significantly since the
mid-1980s, increased during the fourth quarter of 1995. See "Item 1.
Business - Competition and Marketing." Actual future prices received
by the Programs will likely be different from (and may be lower than)
the prices in effect on December 31, 1995. In many past years, year-
end prices have tended to be higher, and in some cases significantly
higher, than the yearly average price actually received by the
Programs for at least the year following the year-end valuation date.
Management is unable to predict whether future gas prices will (i)
stabilize, (ii) increase, or (iii) decrease. The amount of the
Programs' cash flow, however, is dependent on such future gas prices.
1982-1 Program
--------------
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased 15.2% for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
This decrease was due to decreases in both the average price of
natural gas sold and volumes of oil sold, partially offset by
increases in both volumes of natural gas sold and the average price of
oil sold during the year ended December 31, 1995 as compared to the
year ended December 31, 1994. Volumes of oil sold decreased 307
barrels, while volumes of natural gas sold increased 2,592 Mcf for the
year ended December 31, 1995 as compared to the year ended December
31, 1994. Average natural gas prices decreased to $1.31 per Mcf for
the year ended December 31, 1995 from $1.61 per Mcf for the year ended
December 31, 1994, while average oil prices increased to $16.97 per
barrel for the year ended December 31, 1995 from $15.30 per barrel for
the year ended December 31, 1994.
15
<PAGE>
<PAGE>
Oil and gas production expenses (including lease operating
expenses and production taxes) increased 48.1% for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
This increase was primarily due to workover charges on several wells
during the year ended December 31, 1995. As a percentage of oil and
gas sales, these expenses increased to 50.9% for the year ended
December 31, 1995 from 29.1% for the year ended December 31, 1994.
This increase was primarily a result of the workover charges incurred
during the year ended December 31, 1995 and the decrease in oil and
gas sales discussed above.
Depreciation, depletion, and amortization of oil and gas
properties decreased $26,059 for the year ended December 31, 1995 as
compared to the year ended December 31, 1994. This decrease was
primarily a result of an increase in the estimate of the 1982-1
Program's remaining natural gas reserves at December 31, 1995. As a
percentage of oil and gas sales, this expense decreased to 15.3% for
the year ended December 31, 1995 from 21.4% for the year ended
December 31, 1994. This percentage decrease was primarily a result of
the dollar decrease in depreciation, depletion, and amortization as
discussed above.
General and administrative expenses increased by $11,998 for the
year ended December 31, 1995 as compared to the year ended December 31
1994. This increase resulted from an increase in both professional
fees and printing and postage expenses during the year ended December
31, 1995 as compared to the year ended December 31, 1994. As a
percentage of oil and gas sales, these expenses increased to 39.5% for
the year ended December 31, 1995 from 29.7% for the year ended
December 31, 1994. This percentage increase was primarily a result of
the dollar increase in general and administrative expenses discussed
above and the decrease in oil and gas sales discussed above.
Year Ended December 31, 1994 Compared
to Year Ended December 31, 1993
-------------------------------------
Total oil and gas sales decreased 29.7% for the year ended
December 31, 1994 as compared to the year ended December 31, 1993.
This decrease was primarily due to a decrease in volumes of natural
gas sold and decreases in the average prices of oil and natural gas
sold. Volumes of oil sold increased slightly by 122 barrels, while
volumes of natural gas sold decreased 48,720 Mcf for the year ended
December 31, 1994 as compared to the year ended December 31, 1993.
The decrease in volumes of natural gas sold was primarily due to
volume adjustments made by a third party operator on one well who used
an incorrect ownership interest in distributing revenues after such
well had reached payout. Average oil and natural gas prices decreased
to $15.30 per barrel and $1.61 per Mcf for the year ended December 31,
1994 from averages of $17.05 per barrel and $1.84 per Mcf for the year
ended December 31, 1993.
16
<PAGE>
<PAGE>
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased 21.5% for the year ended
December 31, 1994 as compared to the year ended December 31, 1993.
This decrease was primarily due to the decreases in the volumes of
natural gas sold and decreases in the average prices of oil and
natural gas sold during the year ended December 31, 1994 as compared
to the year ended December 31, 1993. As a percentage of oil and gas
sales, these expenses increased to 29.1% for the year ended
December 31, 1994 compared to 26.1% for the year ended December 31,
1993. This increase was primarily a result of the decreases in the
average prices of oil and natural gas sold.
Depreciation, depletion, and amortization of oil and gas
properties decreased $27,173 for the year ended December 31, 1994 as
compared to the year ended December 31, 1993. This decrease was
primarily a result of the decrease in volumes of natural gas sold and
an increase in the estimate of remaining natural gas reserves during
1994. As a percentage of oil and gas sales, this expense remained
relatively constant at 21.4% for the year ended December 31, 1994
compared to 21.2% for the year ended December 31, 1993.
General and administrative expenses increased slightly by $1,067
for the year ended December 31, 1994 as compared to the year ended
December 31, 1993. As a percentage of oil and gas sales, these
expenses increased to 29.7% for the year ended December 31, 1994 from
20.6% for the year ended December 31, 1993. This percentage increase
was primarily a result of the decreases in the average prices of oil
and natural gas sold.
1982-2 Program
-------------
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased 23.7% for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
This decrease was due to a decrease in the average price of natural
gas sold and decreases in the volumes of oil and natural gas sold,
partially offset by an increase in the average price of oil sold
during the year ended December 31, 1995 as compared to the year ended
December 31, 1994. Volumes of oil and natural gas sold decreased by
1,234 barrels and 37,696 Mcf, respectively, for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
The decrease in volumes of oil sold resulted primarily from positive
prior period volume adjustments from a purchaser on one well during
the year ended December 31, 1994 and negative prior period volume
adjustments on another well during the year ended December 31, 1995.
The decrease in volumes of natural gas sold resulted primarily from
17
<PAGE>
<PAGE>
(i) higher production on one well during 1994 which was recompleted in
early 1994 and (ii) positive prior period volume adjustments from
purchasers on several wells during the year ended December 31, 1994,
partially offset by positive prior period volume adjustments on
several wells during the year ended December 31, 1995. Average
natural gas prices decreased to $1.31 per Mcf for the year ended
December 31, 1995 from $1.56 per Mcf for the year ended December 31,
1994, while the average price of oil sold increased to $13.57 per
barrel for the year ended December 31, 1995 from $10.96 per barrel for
the year ended December 31, 1994.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased 5.9% for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
This decrease resulted primarily from (i) an accrual for certain
litigation costs during the year ended December 31, 1994 and (ii)
workover charges on several wells during the year ended December 31,
1994 which were incurred in order to improve the recovery of reserves,
partially offset by workover charges on several wells during the year
ended December 31, 1995. As a percentage of oil and gas sales, these
expenses increased to 28.9% for the year ended December 31, 1995 from
23.4% for the year ended December 31, 1994. This percentage increase
was primarily a result of the decrease in oil and gas sales discussed
above.
Depreciation, depletion, and amortization of oil and gas
properties decreased $93,773 for the year ended December 31, 1995 as
compared to the year ended December 31, 1994. This decrease was
primarily a result of both (i) the decrease in the volumes of oil and
natural gas sold during the year ended December 31, 1995 as compared
to the year ended December 31, 1994 and (ii) an upward revision in the
estimate of the 1982-2 Program's remaining natural gas reserves at
December 31, 1995. As a percentage of oil and gas sales, this expense
decreased to 18.4% for the year ended December 31, 1995 from 26.3% for
the year ended December 31, 1994. This percentage decrease was
primarily due to the dollar decrease in depreciation, depletion, and
amortization discussed above, partially offset by the decrease in oil
and gas sales discussed above.
As a result of a decline in natural gas prices during the first
part of 1995, the 1982-2 Program recognized a non-cash charge against
earnings of $14,169 during the year ended December 31, 1995. The
valuation allowance for oil and gas properties at December 31, 1995
was necessary due to the unamortized costs of oil and gas properties
exceeding the present value of the estimated future net revenues from
the oil and gas properties. No similar charge was necessary during
the year ended December 31, 1994.
18
<PAGE>
<PAGE>
General and administrative expenses increased by $9,532 for the
year ended December 31, 1995 as compared to the year ended December
31, 1994. This increase resulted from an increase in both
professional fees and printing and postage expenses during the year
ended December 31, 1995 as compared to the year ended December 31,
1994. As a percentage of oil and gas sales, these expenses increased
to 14.3% for the year ended December 31, 1995 from 9.7% for the year
ended December 31, 1994. This increase was primarily a result of the
dollar increase in general and administrative expenses discussed above
and the decrease in oil and gas sales during the year ended Decem-
ber 31, 1995 as compared to the year ended December 31, 1994.
Year Ended December 31, 1994 Compared
to Year Ended December 31, 1993
-------------------------------------
Total oil and gas sales increased 20.9% for the year ended
December 31, 1994 as compared to the year ended December 31, 1993.
This increase was due to increases in the volumes of oil and natural
gas sold, partially offset by decreases in the average prices of oil
and natural gas sold. Volumes of oil and natural gas sold increased
1,375 barrels and 145,910 Mcf, respectively, for the year ended
December 31, 1994 as compared to the year ended December 31, 1993.
The increase in volumes of oil sold was primarily a result of an
increase in production on one well which was recompleted in early
1994. The increase in volumes of natural gas sold was primarily a
result of increased production from the recompleted well discussed
above and positive prior period volume adjustments from purchasers on
several wells during the year ended December 31, 1994. Average oil
and natural gas prices decreased to $10.96 per barrel and $1.56 per
Mcf for the year ended December 31, 1994 from averages of $15.16 per
barrel and $1.89 per Mcf for the year ended December 31, 1993.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased 4.4% for the year ended
December 31, 1994 as compared to the year ended December 31, 1993.
This decrease resulted primarily from the accrual of lease operating
expenses in 1993 associated with revenues received for overproduced
wells, which amount was partially offset by an accrual for certain
litigation costs in 1994 and workover charges incurred on several of
the 1982-2 Program's wells during 1994. As a percentage of oil and
gas sales, these expenses decreased to 23.4% for the year ended
December 31, 1994 from 29.6% for the year ended December 31, 1993.
This percentage decrease was primarily a result of the increases in
volumes of oil and natural gas sold, partially offset by the decreases
in the average prices of oil and natural gas sold during the year
ended December 31, 1994 as compared to the year ended December 31,
1993.
19
<PAGE>
<PAGE>
Depreciation, depletion, and amortization of oil and gas
properties increased $37,317 for the year ended December 31, 1994 as
compared to the year ended December 31, 1993. This increase was
consistent with the increase in volumes of oil and natural gas sold,
which amount was partially offset by an upward revision in the
estimate of the 1982-2 Program's remaining oil and natural gas
reserves during 1994. As a percentage of oil and gas sales, this
expense remained relatively constant at 26.3% for the year ended
December 31, 1994 compared to 25.9% for the year ended December 31,
1993. This expense stated as a percentage of oil and gas sales
remained relatively constant due to the offsetting effects of the
dollar increase as discussed above and the decreases in the prices of
oil and natural gas sold.
General and administrative expenses remained relatively constant
for the year ended December 31, 1994 as compared to the year ended
December 31, 1993. As a percentage of oil and gas sales, these
expenses decreased to 9.7% for the year ended December 31, 1994 from
11.7% for the year ended December 31, 1993. This decrease was
primarily a result of the increase in volumes of oil and natural gas
sold, partially offset by the decreases in the average prices of oil
and natural gas sold during the year ended December 31, 1994 as
compared to the year ended December 31, 1993.
Liquidity and Capital Resources
Net proceeds from operations less necessary operating capital are
distributed to the limited partners on a quarterly basis. See "Item
5. Market for the Registrant's Limited Partnership Units and Related
Limited Partner Matters." The net proceeds from production are not
reinvested in productive assets, except to the extent that producing
wells are improved, or where methods are employed to permit more
efficient recovery of reserves, thereby resulting in a positive
economic impact. Assuming production levels for the year ended
December 31, 1995, the 1982-1 Program's and 1982-2 Program's proved
reserve quantities at December 31, 1995 would have a life of
approximately 3.7 and 2.2 years, respectively, for gas reserves and
4.2 and 1.0 years, respectively, for oil reserves.
The Programs' available capital from the limited partners'
subscriptions has been spent on oil and gas drilling activities and
there should be no further material capital resource commitments in
the future. The Programs have no debt commitments. Cash for
operational purposes will be provided by current oil and gas
production.
20
<PAGE>
<PAGE>
There can be no assurance as to the amount of the Programs'
future cash distributions. The Programs' ability to make cash
distributions depends primarily upon the level of available cash flow
generated by the Programs' operating activities, which will be
affected (either positively or negatively) by many factors beyond the
control of the Programs, including the price of and demand for oil and
natural gas and other market and economic conditions. Even if prices
and costs remain stable, the amount of cash available for
distributions will decline over time (as the volume of production from
producing properties declines) since the Programs are not replacing
production through acquisitions of producing properties and drilling.
Inflation and Changing Prices
Prices obtained for oil and gas production depend upon numerous
factors, including the extent of domestic and foreign production,
foreign imports of oil, market demand, domestic and foreign economic
conditions in general, and governmental regulations and tax laws. The
general level of inflation in the economy did not have a material
effect on the operations of the Programs in 1995. Oil and natural gas
prices have fluctuated during recent years and generally have not
followed the same pattern as inflation. See "Item 2. Properties - Oil
and Gas Production, Revenue, and Price History."
21
<PAGE>
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
DYCO OIL AND GAS PROGRAM 1982-1 LIMITED PARTNERSHIP
We have audited the financial statements of the Dyco Oil and Gas
Program 1982-1 Limited Partnership (a Minnesota limited partnership)
as listed in Item 14(a) of this Form 10-K. These financial statements
are the responsibility of the Program'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 dis-
closures 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
the Dyco Oil and Gas Program 1982-1 Limited Partnership at
December 31, 1995 and 1994, and the results of its operations and cash
flows for each of the three years in the period ended December 31,
1995, in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
February 6, 1996
22
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1982-1 LIMITED PARTNERSHIP
Balance Sheets
December 31, 1995 and 1994
ASSETS
------
1995 1994
-------- --------
CURRENT ASSETS:
Cash and cash equivalents $ 29,087 $ 16,790
Accrued oil and gas sales,
including $33,654 due from
related parties in 1995 46,151 14,871
------- -------
Total current assets $ 75,238 $ 31,661
NET OIL AND GAS PROPERTIES,
utilizing the full cost method 216,077 256,428
DEFERRED CHARGE 59,970 102,269
------- -------
$351,285 $390,358
======= =======
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
CURRENT LIABILITIES:
Accounts payable $ 6,648 $ 7,137
------- -------
Total current liabilities $ 6,648 $ 7,137
ACCRUED LIABILITY 55,380 78,902
PARTNERS CAPITAL:
General Partner, issued and
outstanding, 100 Units 2,892 3,043
Limited Partners, issued and
outstanding, 10,000 Units 286,365 301,276
------- -------
Total Partners' Capital $289,257 $304,319
------- -------
$351,285 $390,358
======= =======
The accompanying notes are an integral
part of these financial statements.
23
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1982-1 LIMITED PARTNERSHIP
Statements of Operations
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
---------- -------- --------
REVENUES:
Oil and gas sales, including
$195,118, $252,043, and
$423,709 of sales to related
parties $263,331 $310,573 $441,939
Interest 207 3,610 4,258
Other - - 30,641
------- ------- -------
$263,538 $314,183 $476,838
COSTS AND EXPENSES:
Lease operating $115,436 $ 73,341 $ 81,958
Production taxes 18,645 17,190 33,360
Depreciation, depletion and
amortization of oil and
gas properties 40,413 66,472 93,645
General and administrative 104,106 92,108 91,041
------- ------- -------
$278,600 $249,111 $300,004
------- ------- -------
NET INCOME (LOSS) ($ 15,062) $ 65,072 $176,834
======= ======= =======
GENERAL PARTNER (1%) - NET
INCOME (LOSS) ($ 151) $ 651 $ 1,768
======= ======= =======
LIMITED PARTNERS (99%) - NET
INCOME (LOSS) ($ 14,911) $ 64,421 $175,066
======= ======= =======
NET INCOME (LOSS) per Unit ($ 1) $ 6 $ 18
======= ======= =======
UNITS OUTSTANDING 10,100 10,100 10,100
======= ======= =======
The accompanying notes are an integral
part of these financial statements.
24
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1982-1 LIMITED PARTNERSHIP
Statements of Partners' Capital
For the Years Ended December 31, 1995, 1994, and 1993
General Limited
Partner Partners Total
--------- ------------ ------------
Balances at Dec. 31, 1992 $10,724 $1,061,689 $1,072,413
Cash distributions ( 8,080) ( 799,920) ( 808,000)
Net income 1,768 175,066 176,834
------ --------- ---------
Balances at Dec. 31, 1993 $ 4,412 $ 436,835 $ 441,247
Cash distributions ( 2,020) ( 199,980) ( 202,000)
Net income 651 64,421 65,072
------ --------- ---------
Balances at Dec. 31, 1994 $ 3,043 $ 301,276 $ 304,319
Net income (loss) ( 151) ( 14,911) ( 15,062)
------ --------- ---------
Balances at Dec. 31, 1995 $ 2,892 $ 286,365 $ 289,257
====== ========= =========
The accompanying notes are an integral
part of these financial statements.
25
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1982-1 LIMITED PARTNERSHIP
Statements of Cash Flows
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
---------- ---------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ($ 15,062) $ 65,072 $176,834
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation, depletion, and
amortization of oil and gas
properties 40,413 66,472 93,645
(Increase) decrease in accrued
oil and gas sales ( 31,280) 57,721 17,165
Decrease in related party
receivable - - 467,089
(Increase) decrease in deferred
charge 42,299 ( 99,973) ( 2,296)
Increase (decrease) in accounts
payable ( 489) 790 ( 97)
Increase (decrease) in gas imbalance
payable - ( 74,559) 23,115
Decrease in gas prepayment - - ( 58,249)
Increase (decrease) in related
party payable - ( 58,249) 58,249
Increase (decrease) in accrued
liability ( 23,522) 78,902 -
------- ------- -------
Net cash provided by operating
activities $ 12,359 $ 36,176 $775,455
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to oil and gas properties ($ 88) ($ 767) ($ 32,571)
Retirements of oil and gas
properties 26 10,290 1,138
------- ------- -------
Net cash provided (used) by investing
activities ($ 62) $ 9,523 ($ 31,433)
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions - ($202,000) ($808,000)
------- ------- -------
Net cash used by financing
activities - ($202,000) ($808,000)
------- ------- -------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS $ 12,297 ($156,301) ($ 63,978)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 16,790 173,091 237,069
------- ------- -------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD $ 29,087 $ 16,790 $173,091
======= ======= =======
The accompanying notes are an integral
part of these financial statements.
26
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM 1982-1 LIMITED PARTNERSHIP
Notes to Financial Statements
For the Years Ended December 31, 1995, 1994, and 1993
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Dyco Oil and Gas Program 1982-1 Limited Partnership (the
"Program"), a Minnesota limited partnership, commenced operations
on June 14, 1982. Dyco Petroleum Corporation ("Dyco") is the
general partner of the Program. Affiliates of Dyco owned
3,857.66 (38.2%) of the Program's Units at December 31, 1995.
The Program's sole business is the development and production of
oil and natural gas with a concentration on natural gas.
Substantially all of the Program's natural gas reserves are being
sold regionally in the "spot market." Due to the highly
competitive nature of the spot market, prices on the spot market
are subject to wide seasonal and regional pricing fluctuations.
In addition, such spot market sales are generally short-term in
nature and are dependent upon the obtaining of transportation
services provided by pipelines.
Cash and Cash Equivalents
The Program considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents. Cash equivalents are not insured, which cause the
Program to be subject to risk.
Credit Risk
Accrued oil and gas sales which are due from a variety of oil and
natural gas purchasers subject the Program to a concentration of
credit risk. Some of these purchasers are discussed in Note 3 -
Major Customers.
27
<PAGE>
<PAGE>
Oil and Gas Properties
Oil and gas operations are accounted for using the full cost
method of accounting. All productive and non-productive costs
associated with the acquisition, exploration, and development of
oil and gas reserves are capitalized. Capitalized costs are
depleted on the gross revenue method using estimates of proved
reserves. The full cost amortization rates per equivalent Mcf of
gas produced during the years ended December 31, 1995, 1994, and
1993 were $0.22, $0.36, and $0.40, respectively. In the event
the unamortized cost of oil and gas properties being amortized
exceeds the full cost ceiling (as defined by the Securities and
Exchange Commission) the excess is charged to expense in the year
during which such excess occurs. In addition, the Securities and
Exchange Commission rules provide that if prices decline
subsequent to year end, any excess that results from these
declines may also be charged to expense during the current year.
Sales and abandonments of properties are accounted for as
adjustments of capitalized costs with no gain or loss recognized,
unless such adjustments would significantly alter the
relationship between capitalized costs and proved oil and gas
reserves.
Deferred Charge
The Deferred Charge at December 31, 1995 and 1994 represents
costs deferred for lease operating expenses incurred in
connection with the Program's underproduced gas imbalance
position. At December 31, 1995, cumulative total gas sales
volumes for underproduced wells were less than the Program's pro-
rata share of total gas production from these wells by 123,727
Mcf, resulting in prepaid lease operating expenses of $59,970.
At December 31, 1994, cumulative total gas sales volumes for
underproduced wells were less than the Program's pro-rata share
of total gas production from these wells by 174,640 Mcf,
resulting in prepaid lease operating expenses of $102,269.
Accrued Liability
Accrued Liability represents charges accrued for lease operating
expenses incurred in connection with the Program's overproduced
gas imbalance position. At December 31, 1995, cumulative total
gas sales volumes for overproduced wells exceeded the Program's
pro-rata share of total gas production from these wells by
114,257 Mcf, resulting in accrued lease operating expenses of
$55,380. At December 31, 1994, cumulative total gas sales
volumes for overproduced wells exceeded the Program's pro-rata
share of total gas production from these wells by 134,738 Mcf,
resulting in accrued lease operating expenses of $78,902.
28
<PAGE>
<PAGE>
Oil and Gas Sales and Gas Imbalance Payable
The Program's oil and condensate production is sold, title
passed, and revenue recognized at or near the Program's wells
under short-term purchase contracts at prevailing prices in
accordance with arrangements which are customary in the oil
industry. Sales of natural gas applicable to the Program's
interest in producing oil and gas leases are recorded as income
when the gas is metered and title transferred pursuant to the gas
sales contracts covering the Program's interest in natural gas
reserves. During such times as the Program's sales of gas exceed
its pro rata ownership in a well, such sales are recorded as
income unless total sales from the well have exceeded the
Program's share of estimated total gas reserves underlying the
property at which time such excess is recorded as a liability.
At December 31, 1995 and 1994 no such liability was recorded.
Use of Estimates in Financial Statements
The preparation of 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
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Further, accrued oil and gas sales, the deferred charge, the gas
imbalance payable, and the accrued liability all involve
estimates which could materially differ from the actual amounts
ultimately realized or incurred in the near term. Oil and gas
reserves (see Note 4) also involve significant estimates which
could materially differ from the actual amounts ultimately
realized.
Income Taxes
Income or loss for income tax purposes is includable in the
income tax returns of the partners. Accordingly, no recognition
has been given to income taxes in the accompanying financial
statements.
2. TRANSACTIONS WITH RELATED PARTIES
Under the terms of the Program's partnership agreement, Dyco is
entitled to receive a reimbursement for all direct expenses and
general and administrative, geological, and engineering expenses
it incurs on behalf of the Program. During the years ended
December 31, 1995, 1994, and 1993, such expenses totaled
$104,106, $92,108, and $91,041, respectively, of which $74,460,
$74,460, and $73,743, were paid to Dyco and its affiliates.
29
<PAGE>
<PAGE>
Affiliates of the Program operate certain of the Program's
properties. Their policy is to bill the Program for all
customary charges and cost reimbursements associated with these
activities, together with any compressor rentals, consulting, or
other services provided.
The Program sells gas at market prices to Premier Gas Company
("Premier") and other similar gas marketing firms. Such firms
may then resell such gas to third parties at market prices.
Premier was an affiliate of the Program until December 6, 1995.
During 1995, 1994, and 1993, these sales totaled $195,118,
$252,043, and $423,709, respectively. At December 31, 1995,
accrued oil and gas sales included $33,654 due from Premier.
There were no accrued oil and gas sales due from Premier at
December 31, 1994.
3. MAJOR CUSTOMERS
The following purchasers individually accounted for more than 10%
of the combined oil and gas sales of the Program for the years
ended December 31, 1995, 1994, and 1993:
Purchaser 1995 1994 1993
--------- ----- ----- -----
Premier 74.1% 81.2% 95.9%
National
Cooperative
Refinery 20.4% - % - %
In the event of interruption of purchases by these significant
customers or the cessation or material change in availability of
open-access transportation by the Program's pipeline
transporters, the Program may encounter difficulty in marketing
its gas and in maintaining historic sales levels. Alternative
purchasers or transporters may not be readily available.
4. SUPPLEMENTAL OIL AND GAS INFORMATION
The following supplemental information regarding the oil and gas
activities of the Program is presented pursuant to the disclosure
requirements promulgated by the Securities and Exchange
Commission.
30
<PAGE>
<PAGE>
Capitalized Costs
The Program's capitalized costs and accumulated depreciation,
depletion, amortization, and valuation allowance were as follows:
December 31,
----------------------------
1995 1994
------------- -------------
Proved properties $52,568,885 $52,568,823
Unproved properties, not
subject to depreciation,
depletion, and amortization - -
---------- ----------
$52,568,885 $52,568,823
Less accumulated depreciation,
depletion, amortization, and
valuation allowance ( 52,352,808) ( 52,312,395)
---------- ----------
Net oil and gas properties $ 216,077 $ 256,428
========== ==========
Costs Incurred
Costs incurred by the Program in connection with its oil and gas
property acquisition, exploration, and development activities
were as follows:
December 31,
-------------------------
1995 1994 1993
------- ------- -------
Acquisition of properties $ - $ - $ -
Exploration costs - - -
Development costs 88 767 32,571
------ ------ ------
Total costs incurred $ 88 $ 767 $32,571
====== ====== ======
31
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Quantities of Proved Oil and Gas Reserves - Unaudited
Set forth below is a summary of the changes in the net quantities of the Program's proved
crude oil and natural gas reserves for the years ended December 31, 1995, 1994, and 1993.
Proved reserves were estimated by petroleum engineers employed by affiliates of Dyco. All
of the Program's reserves are located in the United States.
1995 1994 1993
------------------- ------------------- -------------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
-------- --------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C>
Proved reserves,
beginning of year 9,615 683,841 13,380 667,373 17,177 899,368
Revisions of previous
estimates 2,367 120,461 ( 1,150) 187,827 ( 1,304) ( 15,072)
Sales of reserves - - - ( 3,156) - -
Extensions and
discoveries - - - - - -
Production (2,308) (170,795) ( 2,615) (168,203) ( 2,493) (216,923)
------ ------- ------ ------- ------ -------
Proved reserves,
end of year 9,674 633,507 9,615 683,841 13,380 667,373
====== ======= ====== ======= ====== =======
Proved developed reserves:
Beginning of year 9,605 681,669 13,378 666,911 17,175 898,906
------ ------- ------ ------- ------ -------
End of year 9,661 630,868 9,605 681,669 13,378 666,911
====== ======= ====== ======= ====== =======
</TABLE>
32
<PAGE>
<PAGE>
The process of estimating oil and gas reserves is complex,
requiring significant subjective decisions in the evaluation of
available geological, engineering, and economic data for each
reservoir. The data for a given reservoir may change
substantially over time as a result of, among other things,
additional development activity, production history, and
viability of production under varying economic conditions; con-
sequently, it is reasonably possible that material revisions to
existing reserve estimates may occur in the near future.
Although every reasonable effort has been made to ensure that the
reserve estimates reported herein represent the most accurate
assessment possible, the significance of the subjective decisions
required and variances in available data for various reservoirs
make these estimates generally less precise than other estimates
presented in connection with financial statement disclosures.
33
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
DYCO OIL AND GAS PROGRAM 1982-2 LIMITED PARTNERSHIP
We have audited the financial statements of the Dyco Oil and Gas
Program 1982-2 Limited Partnership (a Minnesota limited partnership)
as listed in Item 14(a) of this Form 10-K. These financial statements
are the responsibility of the Program'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 dis-
closures 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
the Dyco Oil and Gas Program 1982-2 Limited Partnership at
December 31, 1995 and 1994, and the results of its operations and cash
flows for each of the three years in the period ended December 31,
1995, in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
February 6, 1996
34
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1982-2 LIMITED PARTNERSHIP
Balance Sheets
December 31, 1995 and 1994
ASSETS
------
1995 1994
-------- --------
CURRENT ASSETS:
Cash and cash equivalents $160,547 $ 59,881
Accrued oil and gas sales, including
$78,204 and $93,816 due from related
parties 90,919 109,603
------- -------
Total current assets $251,466 $169,484
NET OIL AND GAS PROPERTIES,
utilizing the full cost method 340,653 461,002
DEFERRED CHARGE 24,820 35,910
------- -------
$616,939 $666,396
======= =======
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
CURRENT LIABILITIES:
Accounts payable $ 27,055 $ 27,296
Gas imbalance payable 8,822 40,855
------- -------
Total current liabilities $ 35,877 $ 68,151
ACCRUED LIABILITY 67,850 60,316
CONTINGENCY (Note 4)
PARTNERS' CAPITAL:
General Partner, issued and
outstanding, 80 Units 5,132 5,379
Limited Partners, issued and
outstanding, 8,000 Units 508,080 532,550
------- -------
Total Partners' Capital $513,212 $537,929
------- -------
$616,939 $666,396
======= =======
The accompanying notes are an integral
part of these financial statements.
35
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1982-2 LIMITED PARTNERSHIP
Statements of Operations
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
-------- -------- --------
REVENUES:
Oil and gas sales, including
$471,392, $626,073, and
$622,137 of sales to related
parties $582,641 $763,320 $631,384
Interest 7,766 5,542 3,266
------- ------- -------
$590,407 $768,862 $634,650
COSTS AND EXPENSES:
Lease operating $126,949 $123,535 $141,268
Production taxes 41,329 55,286 45,877
Depreciation, depletion and
amortization of oil and
gas properties 107,051 200,824 163,507
Valuation allowance for oil
and gas properties 14,169 - -
General and administrative 83,226 73,694 73,834
------- ------- -------
$372,724 $453,339 $424,486
------- ------- -------
NET INCOME $217,683 $315,523 $210,164
======= ======= =======
GENERAL PARTNER (1%) - NET INCOME $ 2,177 $ 3,155 $ 2,102
======= ======= =======
LIMITED PARTNERS (99%) - NET INCOME $215,506 $312,368 $208,062
======= ======= =======
NET INCOME per Unit $ 27 $ 39 $ 26
======= ======= =======
UNITS OUTSTANDING 8,080 8,080 8,080
======= ======= =======
The accompanying notes are an integral
part of these financial statements.
36
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1982-2 LIMITED PARTNERSHIP
Statements of Partners' Capital
For the Years Ended December 31, 1995, 1994, and 1993
General Limited
Partner Partners Total
--------- ------------ ------------
Balances at Dec. 31, 1992 $10,626 $1,052,016 $1,062,642
Cash distributions ( 4,444) ( 439,956) ( 444,400)
Net income 2,102 208,062 210,164
------ --------- ---------
Balances at Dec. 31, 1993 $ 8,284 $ 820,122 $ 828,406
Cash distributions ( 6,060) ( 599,940) ( 606,000)
Net income 3,155 312,368 315,523
------ --------- ---------
Balances at Dec. 31, 1994 $ 5,379 $ 532,550 $ 537,929
Cash distributions ( 2,424) ( 239,976) ( 242,400)
Net income 2,177 215,506 217,683
------ --------- ---------
Balances at Dec. 31, 1995 $ 5,132 $ 508,080 $ 513,212
====== ========= =========
The accompanying notes are an integral
part of these financial statements.
37
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1982-2 LIMITED PARTNERSHIP
Statements of Cash Flows
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
---------- --------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $217,683 $315,523 $210,164
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation, depletion, and amorti-
zation of oil and gas properties 107,051 200,824 163,507
Valuation allowance for oil and
gas properties 14,169 - -
Increase (decrease) in accrued oil
and gas sales 18,684 ( 5,756) 46,415
(Increase) decrease in deferred
charge 11,090 ( 35,910) -
Increase (decrease) in accounts
payable ( 241) 18,742 1,879
Increase (decrease) in gas imbalance
payable ( 32,033) ( 3,333) 44,188
Increase in accrued liability 7,534 27,995 32,321
------- ------- -------
Net cash provided by operating
activities $343,937 $518,085 $498,474
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to oil and gas properties ($ 3,273) ($ 712)($ 99,679)
Retirements of oil and gas
properties 2,402 12,680 1,006
------- ------- -------
Net cash provided (used) by investing
activities ($ 871) $ 11,968 ($ 98,673)
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($242,400) ($606,000)($444,400)
------- ------- -------
Net cash used by financing
activities ($242,400) ($606,000)($444,400)
------- ------- -------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS $100,666 ($ 75,947)($ 44,599)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 59,881 135,828 180,427
------- ------- -------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD $160,547 $ 59,881 $135,828
======= ======= =======
The accompanying notes are an integral
part of these financial statements.
38
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM 1982-2 LIMITED PARTNERSHIP
Notes to Financial Statements
For the Years Ended December 31, 1995, 1994, and 1993
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Dyco Oil and Gas Program 1982-2 Limited Partnership (the
"Program "), a Minnesota limited partnership, commenced
operations on March 1, 1983. Dyco Petroleum Corporation ("Dyco")
is the general partner of the Program. Affiliates of Dyco owned
2,848.06 (35.2%) of the Program's Units at December 31, 1995.
The Program's sole business is the development and production of
oil and natural gas with a concentration on natural gas.
Substantially all of the Program's natural gas reserves are being
sold regionally in the "spot market." Due to the highly
competitive nature of the spot market, prices on the spot market
are subject to wide seasonal and regional pricing fluctuations.
In addition, such spot market sales are generally short-term in
nature and are dependent upon the obtaining of transportation
services provided by pipelines.
Cash and Cash Equivalents
The Program considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents. Cash equivalents are not insured, which cause the
Program to be subject to risk.
Credit Risk
Accrued oil and gas sales which are due from a variety of oil and
natural gas purchasers subject the Program to a concentration of
credit risk. Some of these purchasers are discussed in Note 3 -
Major Customers.
Oil and Gas Properties
Oil and gas operations are accounted for using the full cost
method of accounting. All productive and non-productive costs
associated with the acquisition, exploration, and development of
oil and gas reserves are capitalized. Capitalized costs are
depleted the gross revenue method using estimates of proved
reserves. The full cost amortization rates per equivalent Mcf of
39
<PAGE>
gas produced during the years ended December 31, 1995, 1994,
and 1993 were $0.24, $0.41, and $0.49, respectively. In the
event the unamortized cost of oil and gas properties being
amortized exceeds the full cost ceiling (as defined by
the Securities and Exchange Commission) the excess is charged to
expense in the year during which such excess occurs. In
addition, the Securities and Exchange Commission rules provide
that if prices decline subsequent to year end, any excess that
results from these declines may also be charged to expense during
the current year. During the year ended December 31, 1995, the
Program charged to expense a valuation allowance of $14,169 which
represents the amount of unamortized oil and gas properties which
exceeded the full cost ceiling. No such valuation allowance was
incurred in 1994 or 1993. This valuation allowance should have
been recognized during the first quarter of 1995 and reflected in
the Program's Quarterly Report on Form 10-Q for the three months
ended March 31, 1995. Sales and abandonments of properties are
accounted for as adjustments of capitalized costs with no gain or
loss recognized, unless such adjustments would significantly
alter the relationship between capitalized costs and proved oil
and gas reserves.
Deferred Charge
Deferred Charge represents costs deferred for lease operating
expenses incurred in connection with the Program's underproduced
gas imbalance position. At December 31, 1995, cumulative total
gas sales volumes for underproduced wells were less than the
Program's pro-rata share of total gas production from these wells
by 99,718 Mcf, resulting in prepaid lease operating expenses of
$24,820. At December 31, 1994, cumulative total gas sales
volumes for underproduced wells were less than the Program's pro-
rata share of total gas production from these wells by 147,779
Mcf, resulting in prepaid lease operating expenses of $35,910.
Accrued Liability
The Accrued Liability at December 31, 1995 and 1994 represents
charges accrued for lease operating expenses incurred in
connection with the Program's overproduced gas imbalance
position. At December 31, 1995, cumulative total gas sales
volumes for overproduced wells exceeded the Program's pro-rata
share of total gas production from these wells by 272,600 Mcf,
resulting in accrued lease operating expenses of $67,850. At
December 31, 1994, cumulative total gas sales volumes for
overproduced wells exceeded the Program's pro-rata share of total
gas production from these wells by 248,214 Mcf, resulting in
future lease operating expenses of $60,316.
40
<PAGE>
<PAGE>
Oil and Gas Sales and Gas Imbalance Payable
The Program's oil and condensate production is sold, title
passed, and revenue recognized at or near the Program's wells
under short-term purchase contracts at prevailing prices in
accordance with arrangements which are customary in the oil
industry. Sales of natural gas applicable to the Program's
interest in producing oil and gas leases are recorded as income
when the gas is metered and title transferred pursuant to the gas
sales contracts covering the Program's interest in natural gas
reserves. During such times as the Program's sales of gas exceed
its pro rata ownership in a well, such sales are recorded as
income unless total sales from the well have exceeded the
Program's share of estimated total gas reserves underlying the
property at which time such excess is recorded as a liability.
At December 31, 1995, total sales exceeded the Program's share of
estimated total gas reserves on one well by $8,822 (4,478 Mcf).
At December 31, 1994, total sales exceeded the Program's share of
estimated total gas reserves on two wells by $40,855 (26,529
Mcf). These amounts were recorded as gas imbalance payables at
December 31, 1995 and 1994 in accordance with the sales method.
Use of Estimates in Financial Statements
The preparation of 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
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Further, accrued oil and gas sales, the deferred charge, the gas
imbalance payable, and the accrued liability all involve
estimates which could materially differ from the actual amounts
ultimately realized or incurred in the near term. Contingent
liabilities from litigation (see Note 4) and oil and gas reserves
(see Note 5) also involve significant estimates which could
materially differ from the actual amounts ultimately realized.
Income Taxes
Income or loss for income tax purposes is includable in the
income tax returns of the partners. Accordingly, no recognition
has been given to income taxes in the accompanying financial
statements.
41
<PAGE>
<PAGE>
2. TRANSACTIONS WITH RELATED PARTIES
Under the terms of the Program's partnership agreement, Dyco is
entitled to receive a reimbursement for all direct expenses and
general and administrative, geological, and engineering expenses
it incurs on behalf of the Program. During the years ended
December 31, 1995, 1994, and 1993, such expenses totaled $83,226,
$73,694, and $73,834, respectively, of which $58,440, $58,440,
and $57,879, were paid to Dyco and its affiliates.
Affiliates of the Program operate certain of the Program's
properties. Their policy is to bill the Program for all
customary charges and cost reimbursements associated with these
activities, together with any compressor rentals, consulting, or
other services provided.
The Program sells gas at market prices to Premier Gas Company
("Premier") and other similar gas marketing firms. Such firms
may then resell such gas to third parties at market prices.
Premier was an affiliate of the Program until December 6, 1995.
During 1995, 1994, and 1993, these sales totaled $471,392,
$626,073, and $622,137, respectively. At December 31, 1995 and
1994, accrued oil and gas sales included $78,204 and $93,816,
respectively, due from Premier.
3. MAJOR CUSTOMERS
The following purchaser individually accounted for more than 10%
of the combined oil and gas sales (excluding the gas imbalance
adjustment) of the Program for the years ended December 31, 1995,
1994, and 1993:
Purchaser 1995 1994 1993
--------- ----- ----- -----
Premier 80.9% 82.0% 98.5%
In the event of interruption of purchases by this significant
customer or the cessation or material change in availability of
open-access transportation by the Program's pipeline
transporters, the Program may encounter difficulty in marketing
its gas and in maintaining historic sales levels. Alternative
purchasers or transporters may not be readily available.
42
<PAGE>
<PAGE>
4. CONTINGENCY
On November 12, 1992, two individuals filed a lawsuit against
Dyco and others in which the plaintiffs alleged damages to their
land as a result of remediation operations conducted on one of
the Program's wells on an adjoining property. The lawsuit
alleged claims based on negligence, private nuisance, public
nuisance, trespass, unjust enrichment, constructive fraud, and
permanent injunctive relief, all in amounts to be determined at
trial. A trial was conducted in the matter on February 22, 1994
in which the jury entered a verdict in favor of the plaintiffs in
the amount of approximately $5.5 million, consisting of
approximately $2.75 million in actual damages and approximately
$2.75 million in punitive damages. The 1982-2 Program's share of
such verdict is approximately $43,000 in actual damages and
approximately $8,800 in punitive damages. Dyco is presently
appealing the matter. Included in these financial statements as
of December 31, 1995 and 1994 is an accrual by the General
Partner of $20,000 representing the Program's share of estimated
ultimate damages resulting from this lawsuit.
5. SUPPLEMENTAL OIL AND GAS INFORMATION
The following supplemental information regarding the oil and gas
activities of the Program is presented pursuant to the disclosure
requirements promulgated by the Securities and Exchange
Commission.
43
<PAGE>
<PAGE>
Capitalized Costs
The Program's capitalized costs and accumulated depreciation,
depletion, amortization, and valuation allowance were as follows:
December 31,
----------------------------
1995 1994
------------- -------------
Proved properties $38,332,779 $38,331,908
Unproved properties, not
subject to depreciation,
depletion, and amortiza-
tion - -
---------- ----------
$38,332,779 $38,331,908
Less accumulated depreciation,
depletion, amortization, and
valuation allowance ( 37,992,126) ( 37,870,906)
---------- ----------
Net oil and gas properties $ 340,653 $ 461,002
========== ==========
Costs Incurred
Costs incurred by the Program in connection with its oil and gas
property acquisition, exploration, and development activities
were as follows:
December 31,
-------------------------
1995 1994 1993
------- ------- -------
Acquisition of properties $ - $ - $ -
Exploration costs - - -
Development costs 3,273 712 99,679
------ ------ ------
Total costs incurred $ 3,273 $ 712 $99,679
====== ====== ======
44
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Quantities of Proved Oil and Gas Reserves - Unaudited
Set forth below is a summary of the changes in the net quantities of the Program's proved
crude oil and natural gas reserves for the years ended December 31, 1995, 1994, and 1993.
Proved reserves were estimated by petroleum engineers employed by affiliates of Dyco. All
of the Program's reserves are located in the United States.
1995 1994 1993
-------------------- -------------------- --------------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------- ----------- ------- ----------- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
Proved reserves,
beginning of year 5,072 1,136,576 4,798 1,270,385 426 1,787,207
Revisions of previous
estimates ( 240) 274,362 2,212 341,343 4,935 ( 187,649)
Sales of reserves (3,421) ( 47) - ( 69) - -
Extensions and
discoveries - - - - - -
Production ( 704) ( 437,387) (1,938) ( 475,083) ( 563) ( 329,173)
----- --------- ----- --------- ----- ---------
Proved reserves,
end of year 707 973,504 5,072 1,136,576 4,798 1,270,385
===== ========= ===== ========= ===== =========
Proved developed reserves:
Beginning of year 5,072 1,101,381 4,798 1,234,984 426 1,783,487
----- --------- ----- --------- ----- ---------
End of year 699 937,090 5,072 1,101,381 4,798 1,234,984
===== ========= ===== ========= ===== =========
</TABLE>
45
<PAGE>
<PAGE>
The process of estimating oil and gas reserves is complex,
requiring significant subjective decisions in the evaluation of
available geological, engineering, and economic data for each
reservoir. The data for a given reservoir may change
substantially over time as a result of, among other things,
additional development activity, production history, and
viability of production under varying economic conditions; con-
sequently, it is reasonably possible that material revisions to
existing reserve estimates may occur in the near future.
Although every reasonable effort has been made to ensure that the
reserve estimates reported herein represent the most accurate
assessment possible, the significance of the subjective decisions
required and variances in available data for various reservoirs
make these estimates generally less precise than other estimates
presented in connection with financial statement disclosures.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Programs are limited partnerships and have no directors or
executive officers. The following individuals are directors and
executive officers of Dyco, General Partner. The business address of
such directors and executive officers is Two West Second Street,
Tulsa, Oklahoma 74103.
NAME AGE POSITION WITH DYCO
---------------- --- --------------------------------
C. Philip Tholen 47 Chief Executive Officer, Presi-
dent, and Chairman of the
Board of Directors
Dennis R. Neill 43 Senior Vice President and
Director
Jack A. Canon 46 Senior Vice President -
General Counsel and Director
Patrick M. Hall 37 Senior Vice President -
Controller
Annabel M. Jones 42 Secretary
Judy F. Hughes 49 Treasurer
46
<PAGE>
<PAGE>
The directors will hold office until the next annual meeting of
shareholders of Dyco and until their successors have been duly elected
and qualified. All executive officers serve at the discretion of the
Board of Directors.
C. Philip Tholen joined the Samson Companies in 1977 and has
served as President, Chief Executive Officer, and Director of Dyco
since June 18, 1991. Prior to joining the Samson Companies, he was an
audit manager for Arthur Andersen & Co. in Tulsa where he specialized
in oil and natural gas industry audits and contract audits. He holds
a Bachelor of Science degree in accounting from the University of
Tulsa and is a Certified Public Accountant. Mr. Tholen is also
Executive Vice President, Chief Financial Officer, Treasurer, and
Director of Samson Investment Company; President and Chairman of the
Board of Directors of Samson Natural Gas Company, Geodyne Resources,
Inc. and its subsidiaries, and Samson Resources Company; President of
two Divisions of Samson Natural Gas Company, Samson Exploration
Company and Samson Production Services Company; Senior Vice President,
Treasurer, and Director of Samson Properties Incorporated; and
Director of Circle L Drilling Company and Samson Industrial
Corporation.
Dennis R. Neill joined the Samson Companies in 1981 and was named
Senior Vice President and Director of Dyco on June 18, 1991. Prior to
joining the Samson Companies, he was associated with a Tulsa law firm,
Conner and Winters, where his principal practice was in the securities
area. He received a Bachelor of Arts degree in political science from
Oklahoma State University and a Juris Doctorate degree from the
University of Texas. Mr. Neill also serves as Senior Vice President,
Chief Operating Officer, and Director of Samson Properties
Incorporated; Senior Vice President of Samson Hydrocarbons Company;
Senior Vice President and Director of Geodyne Resources, Inc. and its
subsidiaries; and President and Chairman of the Board of Directors of
Samson Securities Company.
Jack A. Canon joined the Samson Companies in 1983 and has served
as a Vice President and Director of Dyco since June 18, 1991. Prior
to joining the Samson Companies, he served as a staff attorney for
Terra Resources, Inc. and was associated with the Tulsa law firm of
Dyer, Powers, Marsh, Turner and Armstrong. He received a Bachelor of
Science degree in accounting from Quincy College and a Juris Doctorate
degree from the University of Tulsa. Mr. Canon also serves as
Secretary of Samson Investment Company; Director of Samson Natural Gas
Company, Samson Properties Incorporated, Circle L Drilling Company,
and Samson Securities Company; Senior Vice President - General Counsel
of Samson Production Services Company, a Division of Samson Natural
Gas Company, and Geodyne Resources, Inc. and its subsidiaries; and
Vice President - General Counsel of Samson Industrial Corporation.
47
<PAGE>
<PAGE>
Patrick M. Hall joined the Samson Companies in 1983 and was named
a Vice President of Dyco on June 18, 1991. Prior to joining the
Samson Companies he was a senior accountant with Peat Marwick Main &
Co. in Tulsa. He holds a Bachelor of Science degree in accounting
from Oklahoma State University and is a Certified Public Accountant.
Mr. Hall is also a Director of Samson Natural Gas Company and Geodyne
Resources, Inc. and its subsidiaries; Senior Vice President -
Controller and Director of Samson Properties Incorporated; and Senior
Vice President - Controller of Samson Production Services Company, a
Division of Samson Natural Gas Company.
Annabel M. Jones joined the Samson Companies in 1982 and was
named Secretary of Dyco on June 18, 1991. Prior to joining the Samson
Companies she served as associate general counsel of the Oklahoma
Securities Commission. She holds Bachelor of Arts in political
science and Juris Doctorate degrees from the University of Oklahoma.
Ms. Jones serves as Assistant General Counsel - Corporate Affairs for
Samson Production Services Company, a Division of Samson Natural Gas
Company, and is also Secretary of Samson Properties Incorporated,
Samson Natural Gas Company, Geodyne Resources, Inc. and its
subsidiaries, and Samson Industrial Corporation; Vice-President,
Secretary, and Director of Samson Securities Company; and Assistant
Secretary of Samson Investment Company.
Judy F. Hughes joined the Samson Companies in 1978 and was named
Treasurer of Dyco on June 18, 1991. Prior to joining the Samson
Companies, she performed treasury functions with Reading & Bates
Corporation. She attended the University of Tulsa and also serves as
Treasurer of Samson Natural Gas Company, Geodyne Resources, Inc. and
its subsidiaries, and Samson Securities Company and Assistant
Treasurer of Samson Investment Company and Samson Industrial
Corporation.
ITEM 11. EXECUTIVE COMPENSATION
The Programs are limited partnerships and, therefore, have no
officers or directors. The following table summarizes the amounts
paid by the Programs as compensation and reimbursements to Dyco and
its affiliates for the three years ended December 31, 1995:
48
<PAGE>
<PAGE>
Compensation/Reimbursement to Dyco and its affiliates
Three Years Ended December 31, 1995
Type of Compensation/Reimbursement(1) Expense
- - ------------------------------------- -------------------------
1995 1994 1993
------- ------- -------
1982-1 Program
- - --------------
Compensation:
Operations $ (2) $ (2) $ (2)
Gas Marketing $ (3) $ (3) $ (3)
Reimbursements:
General and Administrative,
Geological, and Engineering
Expenses and Direct Expenses(4) $74,460 $74,460 $73,743
1982-2 Program
- - --------------
Compensation:
Operations $ (2) $ (2) $ (2)
Gas Marketing $ (3) $ (3) $ (3)
Reimbursements:
General and Administrative,
Geological, and Engineering
Expenses and Direct Expenses(4) $58,440 $58,440 $57,879
- - ----------
(1) The authority for all of such compensation and reimbursement is
the limited partnership agreements of the Programs. With respect
to the Operations activities noted in the table, management
believes that such compensation is equal to or less than that
charged by unaffiliated persons in the same geographic areas and
under the same conditions.
(2) Affiliates of the Programs serve as operator of a significant
portion of the Programs' wells. Dyco, as General Partner,
contracts with such affiliates for services as operator of the
wells. As operator, such affiliates are compensated at rates
provided in the operating agreements in effect and charged to all
parties to such agreement. The dollar amount of such compen-
sation paid by the Programs to such affiliates is impossible to
quantify as of the date of this Annual Report.
49
<PAGE>
<PAGE>
(3) Premier, an affiliate of the Programs until December 6, 1995,
purchased a portion of the Programs' gas at market prices and
resold such gas at market prices directly to end-users and local
distribution companies. For the years ended December 31, 1995,
1994, and 1993, the 1982-1 Program sold $195,118, $252,043, and
$423,709, respectively, of gas to Premier. For the years ended
December 31, 1995, 1994, and 1993, the 1982-2 Program sold
$471,392, $626,073, and $622,137, respectively, of gas to
Premier.
(4) The Programs reimburse Dyco and its affiliates for reasonable and
necessary general and administrative, geological, and engineering
expenses and direct expenses incurred in connection with their
management and operation of the Programs. The directors,
officers, and employees of Dyco and its affiliates receive no
direct remuneration from the Programs for their services to the
Programs. See "Salary Reimbursement Table" below. The allocable
general and administrative, geological, and engineering expenses
are apportioned on a reasonable basis between the Programs'
business and all other oil and natural gas activities of Dyco and
its affiliates, including Dyco's management and operation of
affiliated oil and gas limited partnerships. The allocation to
the Programs of these costs is made by Dyco as General Partner.
As noted in the Compensation/Reimbursement Table above, the
directors, officers, and employees of Dyco and their affiliates
receive no direct remuneration from the Programs for their services.
However, to the extent such services represent direct involvement with
the Programs, as opposed to general corporate functions, such persons'
salaries are allocated to and reimbursed by the Programs. Such
allocation to the Programs' general and administrative, geological,
and engineering expenses of the salaries of directors, officers, and
employees of Dyco and its affiliates is based on internal records
maintained by Dyco and its affiliates, and represents investor
relations, legal, accounting, data processing, management, and other
functions directly attributable to the Programs' operations. The
following table indicates the approximate amount of general and
administrative expense reimbursement attributable to the salaries of
the directors, officers, and employees of Dyco and its affiliates for
the three years ended December 31, 1995:
50
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
1982-1 Program
--------------
Salary Reimbursement
Three Years Ended December 31, 1995
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- - --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. Philip
Tholen,
President,
Chief Executive
Officer<F1> 1993 - - - - - - -
1994 - - - - - - -
1995 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group<F2> 1993 $39,084 - - - - - -
1994 $40,581 - - - - - -
1995 $40,655 - - - - - -
- - ----------
<FN>
<F1> The general and administrative expenses paid by the 1982-1 Program and attributable to
salary reimbursements do not include any salary or other compensation attributable to Mr.
Tholen.
<F2> No officer or director of Dyco or its affiliates provides full-time services to the 1982-1
Program and no individual's salary or other compensation reimbursement from the 1982-1
Program equals or exceeds $100,000 per annum.
</TABLE>
51
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
1982-2 Program
--------------
Salary Reimbursement
Three Years Ended December 31, 1995
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- - --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. Philip
Tholen,
President,
Chief Executive
Officer<F1> 1993 - - - - - - -
1994 - - - - - - -
1995 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group<F2> 1993 $30,676 - - - - - -
1994 $31,850 - - - - - -
1995 $31,908 - - - - - -
- - ----------
<FN>
<F1> The general and administrative expenses paid by the 1982-2 Program and attributable to
salary reimbursements do not include any salary or other compensation attributable to Mr.
Tholen.
<F2> No officer or director of Dyco or its affiliates provides full-time services to the 1982-2
Program and no individual's salary or other compensation reimbursement from the 1982-2
Program equals or exceeds $100,000 per annum.
</TABLE>
52
<PAGE>
<PAGE>
In addition to the compensation/reimbursements noted above,
during the three years ended December 31, 1995, the Samson Companies
were in the business of supplying field and drilling equipment and
services to affiliated and unaffiliated parties in the industry. Such
companies may have provided equipment and services for wells in which
the Programs have an interest. These equipment and services were
provided at prices or rates equal to or less than those normally
charged in the same or comparable geographic area by unaffiliated
persons or companies dealing at arm's length. The operators of these
wells bill the Programs for a portion of such costs based upon the
Programs' interest in the well.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table provides information as to the beneficial
ownership of the Programs' Units as of December 31, 1995 by each
beneficial owner of more than 5% of the issued and outstanding Units
and by the directors, officers, and affiliates of Dyco. The address
of each of such persons is Samson Plaza, Two West Second Street,
Tulsa, Oklahoma 74103.
Number of Units
Beneficially
Owned (Percent
Beneficial Owner of Outstanding)
--------------------------------- -----------------
1982-1 Program:
--------------
Samson Properties Incorporated 3,857.66 (38.2%)
All directors, officers, and
affiliates of Dyco as a group
and Dyco (8 persons) 3,857.66 (38.2%)
1982-2 Program:
--------------
Samson Properties Incorporated 2,848.06 (35.2%)
All directors, officers, and
affiliates of Dyco as a group
and Dyco (8 persons) 2,848.06 (35.2%)
To the best knowledge of the Programs and Dyco, there were no
officers, directors, or 5% owners who were delinquent filers of
reports required under section 16 of the Securities Exchange Act of
1934.
53
<PAGE>
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Dyco and certain of its affiliates engage in oil and gas
activities independently of the Programs which result in conflicts of
interest that cannot be totally eliminated. The allocation of
acquisition and drilling opportunities and the nature of the
compensation arrangements between the Programs and Dyco also create
potential conflicts of interest. Dyco and its affiliates own a
significant amount of the Programs' Units and therefore have an
identity of interest with other limited partners with respect to the
operations of the Programs.
In order to attempt to assure limited liability for limited
partners as well as an orderly conduct of business, management of the
Programs is exercised solely by Dyco. The partnership agreements of
the Programs grant Dyco broad discretionary authority with respect to
the Programs' participation in drilling prospects and expenditure and
control of funds, including borrowings. These provisions are similar
to those contained in prospectuses and partnership agreements for
other public oil and gas partnerships. Broad discretion as to general
management of the Programs involves circumstances where Dyco has
conflicts of interest and where it must allocate costs and expenses,
or opportunities, among the Programs and other competing interests.
Dyco does not devote all of its time, efforts, and personnel
exclusively to the Programs. Furthermore, the Programs do not have
any employees, but instead rely on the personnel of the Samson
Companies. The Programs thus compete with the Samson Companies
(including other currently sponsored oil and gas programs) for the
time and resources of such personnel. The Samson Companies devote
such time and personnel to the management of the Programs as are
indicated by the circumstances and as are consistent with Dyco's
fiduciary duties.
Affiliates of the Programs are solely responsible for the
negotiation, administration, and enforcement of oil and gas sales
agreements covering the Programs' leasehold interests. Until December
6, 1995, Dyco had delegated the negotiation, administration, and
enforcement of its oil and gas sales agreements to Premier. In
addition to providing such administrative services, Premier purchased
and resold gas directly to end-users and local distribution companies.
Because affiliates of the Programs who provide services to the
Programs have fiduciary or other duties to other members of the Samson
Companies, contract amendments and negotiating positions taken by them
in their effort to enforce contracts with purchasers may not
necessarily represent the positions that a Program would take if it
were to administer its own contracts without involvement with other
members of the Samson Companies. On the other hand, management
believes that the Programs' negotiating strength and contractual
positions have been enhanced by virtue of its affiliation with the
Samson Companies.
54
<PAGE>
<PAGE>
For a description of certain other relationships and related
transactions see "Item 11. Executive Compensation".
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K
(a) Financial Statements and Schedules. The following
financial statements and schedules for the Programs as of
December 31, 1995 and 1994 and for the years ended December 31,
1995, 1994, and 1993 are filed as part of this report.
(1) Financial Statements:
Reports of Independent Accountants
Balance Sheets
Statements of Operations
Statements of Partners' Capital
Statements of Cash Flows
Notes to Financial Statements
(2) Financial Statement Schedules:
None.
All other schedules have been omitted since the required
information is presented in the Financial Statements or is not
applicable.
(b) Reports on Form 8-K for the fourth quarter of 1995:
None.
(c) Exhibits:
4.1 Drilling Agreement dated February 16, 1982 for
Dyco Drilling Program 1982-1 by and between Dyco
Oil and Gas Program 1982-1, Dyco Petroleum
Corporation, and Jaye F. Dyer filed as Exhibit 4.1
to Annual Report on Form 10-K for the year ended
December 31, 1991 on April 13, 1992 and is hereby
incorporated by reference.
4.2 Program Agreement dated February 16, 1992 for Dyco
Oil and Gas Program 1982-1 by and between Dyco
Petroleum Corporation and Participants filed as
Exhibit 4.2 to Annual Report on Form 10-K for the
year ended December 31, 1991 on April 13, 1992 and
is hereby incorporated by reference.
55
<PAGE>
<PAGE>
4.3 Amendment to Program Agreement for Dyco Oil and
Gas Program 1982-1 dated February 9, 1991 filed as
Exhibit 4.3 to Annual Report on Form 10-K for the
year ended December 31, 1991 on April 13, 1992 and
is hereby incorporated by reference.
4.4 Certificate of Limited Partnership, as amended,
for Dyco Oil and Gas Program 1982-1 Limited
Partnership filed as Exhibit 4.3 to Annual Report
on Form 10-K for the year ended December 31, 1991
on April 13, 1992 and is hereby incorporated by
reference.
4.5 Drilling Agreement dated June 14, 1982 for Dyco
Drilling Program 1982-2 by and between Dyco Oil
and Gas Program 1982-2, Dyco Petroleum
Corporation, and Jaye F. Dyer filed as Exhibit 4.4
to Annual Report on Form 10-K for the year ended
December 31, 1991 on April 13, 1992 and is hereby
incorporated by reference.
4.6 Form of Program Agreement for Dyco Oil and Gas
Program 1982-2 by and between Dyco Petroleum
Corporation and the Participants filed as Exhibit
4.6 to Annual Report on Form 10-K for the year
ended December 31, 1991 on April 13, 1992 and is
hereby incorporated by reference.
4.7 Amendment to Program Agreement for Dyco Oil and
Gas Program 1982-2 dated February 9, 1989 filed as
Exhibit 4.7 to Annual Report on Form 10-K for the
year ended December 31, 1991 on April 13, 1992 and
is hereby incorporated by reference.
4.8 Certificate of Limited Partnership, as amended,
for Dyco Oil and Gas Program 1982-2 Limited
Partnership filed as Exhibit 4.8 to Annual Report
on Form 10-K for the year ended December 31, 1991
on April 13, 1992 and is hereby incorporated by
reference.
27.1 Financial Data Schedule containing summary finan-
cial information extracted from the Dyco Oil and
Gas Program 1982-1 Limited Partnership's financial
statements as of December 31, 1995 and for the
year ended December 31, 1995.
56
<PAGE>
<PAGE>
27.2 Financial Data Schedule containing summary finan-
cial information extracted from the Dyco Oil and
Gas Program 1982-2 Limited Partnership's financial
statements as of December 31, 1995 and for the
year ended December 31, 1995.
All other Exhibits are omitted as inapplicable.
57
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) 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 organized.
DYCO OIL AND GAS PROGRAM 1982-1
LIMITED PARTNERSHIP
By: DYCO PETROLEUM CORPORATION
General Partner
February 15, 1996
By: /s/C. Philip Tholen
------------------------------
C. Philip Tholen
Chief Executive Officer
and 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 on the dates indicated.
By: /s/C. Philip Tholen Chief Executive Feb. 15, 1996
------------------- Officer, President,
C. Philip Tholen and Chairman of the
Board (Principal
Executive Officer)
/s/Dennis R. Neill Senior Vice Feb. 15, 1996
------------------- President and
Dennis R. Neill Director
/s/Jack A. Canon Senior Vice Feb. 15, 1996
------------------- President -
Jack A. Canon General Counsel
and Director
/s/Patrick M. Hall Senior Vice Feb. 15, 1996
------------------- President -
Patrick M. Hall Controller
(Principal
Accounting Officer)
/s/Annabel M. Jones Secretary Feb. 15, 1996
-------------------
Annabel M. Jones
/s/Judy F. Hughes Treasurer Feb. 15, 1996
-------------------
Judy F. Hughes
58
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) 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 organized.
DYCO OIL AND GAS PROGRAM 1982-2
LIMITED PARTNERSHIP
By: DYCO PETROLEUM CORPORATION
General Partner
February 15, 1996
By: /s/C. Philip Tholen
------------------------------
C. Philip Tholen
Chief Executive Officer
and 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 on the dates indicated.
By: /s/C. Philip Tholen Chief Executive Feb. 15, 1996
------------------- Officer, President,
C. Philip Tholen and Chairman of the
Board (Principal
Executive Officer)
/s/Dennis R. Neill Senior Vice Feb. 15, 1996
------------------- President and
Dennis R. Neill Director
/s/Jack A. Canon Senior Vice Feb. 15, 1996
------------------- President -
Jack A. Canon General Counsel
and Director
/s/Patrick M. Hall Senior Vice Feb. 15, 1996
------------------- President -
Patrick M. Hall Controller
(Principal
Accounting Officer)
/s/Annabel M. Jones Secretary Feb. 15, 1996
-------------------
Annabel M. Jones
/s/Judy F. Hughes Treasurer Feb. 15, 1996
-------------------
Judy F. Hughes
59
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- - ------- -----------
4.1 Drilling Agreement dated February 16, 1982 for Dyco
Drilling Program 1982-1 by and between Dyco Oil and Gas
Program 1982-1, Dyco Petroleum Corporation, and Jaye F.
Dyer filed as Exhibit 4.1 to Annual Report on Form 10-K
for the year ended December 31, 1991 on April 13, 1992
and is hereby incorporated by reference.
4.2 Program Agreement dated February 16, 1992 for Dyco Oil
and Gas Program 1982-1 by and between Dyco Petroleum
Corporation and Participants filed as Exhibit 4.2 to
Annual Report on Form 10-K for the year ended
December 31, 1991 on April 13, 1992 and is hereby
incorporated by reference.
4.3 Amendment to Program Agreement for Dyco Oil and Gas
Program 1982-1 dated February 9, 1991 filed as
Exhibit 4.3 to Annual Report on Form 10-K for the year
ended December 31, 1991 on April 13, 1992 and is hereby
incorporated by reference.
4.4 Certificate of Limited Partnership, as amended, for
Dyco Oil and Gas Program 1982-1 Limited Partnership
filed as Exhibit 4.3 to Annual Report on Form 10-K for
the year ended December 31, 1991 on April 13, 1992 and
is hereby incorporated by reference.
4.5 Drilling Agreement dated June 14, 1982 for Dyco
Drilling Program 1982-2 by and between Dyco Oil and Gas
Program 1982-2, Dyco Petroleum Corporation, and Jaye F.
Dyer filed as Exhibit 4.4 to Annual Report on Form 10-K
for the year ended December 31, 1991 on April 13, 1992
and is hereby incorporated by reference.
4.6 Form of Program Agreement for Dyco Oil and Gas Program
1982-2 by and between Dyco Petroleum Corporation and
the Participants filed as Exhibit 4.6 to Annual Report
on Form 10-K for the year ended December 31, 1991 on
April 13, 1992 and is hereby incorporated by reference.
60
<PAGE>
4.7 Amendment to Program Agreement for Dyco Oil and Gas
Program 1982-2 dated February 9, 1989 filed as Exhibit
4.7 to Annual Report on Form 10-K for the year ended
December 31, 1991 on April 13, 1992 and is hereby
incorporated by reference.
4.8 Certificate of Limited Partnership, as amended, for
Dyco Oil and Gas Program 1982-2 Limited Partnership
filed as Exhibit 4.8 to Annual Report on Form 10-K for
the year ended December 31, 1991 on April 13, 1992 and
is hereby incorporated by reference.
27.1 Financial Data Schedule containing summary financial
information extracted from the Dyco Oil and Gas Program
1982-1 Limited Partnership's financial statements as of
December 31, 1995 and for the year ended December 31,
1995.
27.2 Financial Data Schedule containing summary financial
information extracted from the Dyco Oil and Gas Program
1982-2 Limited Partnership's financial statements as of
December 31, 1995 and for the year ended December 31,
1995.
61
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000718943
<NAME> DYCO OIL AND GAS PROGRAM 1982-1 LIMITED PARTNERSHIP
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 29,087
<SECURITIES> 0
<RECEIVABLES> 46,151
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 75,238
<PP&E> 52,568,885
<DEPRECIATION> 52,352,808
<TOTAL-ASSETS> 351,285
<CURRENT-LIABILITIES> 6,648
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 289,257
<TOTAL-LIABILITY-AND-EQUITY> 351,285
<SALES> 263,331
<TOTAL-REVENUES> 263,538
<CGS> 0
<TOTAL-COSTS> 278,600
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (15,062)
<INCOME-TAX> 0
<INCOME-CONTINUING> (15,062)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (15,062)
<EPS-PRIMARY> (1.00)
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000718944
<NAME> DYCO OIL AND GAS PROGRAM 1982-2 LIMITED PARTNERSHIP
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 160,547
<SECURITIES> 0
<RECEIVABLES> 90,919
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 251,466
<PP&E> 38,332,779
<DEPRECIATION> 37,992,126
<TOTAL-ASSETS> 616,939
<CURRENT-LIABILITIES> 35,877
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 513,212
<TOTAL-LIABILITY-AND-EQUITY> 616,939
<SALES> 582,641
<TOTAL-REVENUES> 590,407
<CGS> 0
<TOTAL-COSTS> 372,724
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 217,683
<INCOME-TAX> 0
<INCOME-CONTINUING> 217,683
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 217,683
<EPS-PRIMARY> 27.00
<EPS-DILUTED> 0
</TABLE>
