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FORM 10-K405
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, 1996
Commission File Number 2-92702 (1985-1 Program)
2-92702-01 (1985-2 Program)
DYCO 1985 OIL AND GAS PROGRAMS
(TWO LIMITED PARTNERSHIPS)
(Exact name of registrant as specified in its charter)
41-1498087 (1985-1 Program)
Minnesota 41-1498086 (1985-2 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-K405 or any amendment to this Form 10-
K405. 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-K405
DYCO 1985 OIL AND GAS PROGRAMS
(Two Minnesota limited partnerships)
TABLE OF CONTENTS
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ITEM 1. BUSINESS . . . . . . . . . . . . . . . . . . . . . 1
ITEM 2. PROPERTIES . . . . . . . . . . . . . . . . . . . . 6
ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . 13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED
PARTNERS . . . . . . . . . . . . . . . . . . . . . 13
PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ITEM 5. MARKET FOR THE REGISTRANT'S LIMITED PARTNERSHIP
UNITS AND RELATED LIMITED PARTNER MATTERS . . . . 13
ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . 16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . . . 18
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . 28
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . 53
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT . . . . . . . . . . . . . . . . . . . . 53
ITEM 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . 54
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT . . . . . . . . . . . . . . . . . . 59
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . 60
PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K . . . . . . . . . . . . . . . 61
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 64
ii
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PART I
ITEM 1. BUSINESS
General
The Dyco Oil and Gas Program 1985-1 Limited Partnership (the
"1985-1 Program") and Dyco Oil and Gas Program 1985-2 Limited
Partnership (the "1985-2 Program") (collectively, the "Programs") are
Minnesota limited partnerships engaged in the production of oil and
gas. The 1985-1 Program and 1985-2 Program commenced operations on
April 1, 1985 and August 26, 1985, 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' reserves and
properties.
The limited partnership agreements for each of the Programs (the
"Program Agreements") provide that limited partners are allocated 99%
of all Program costs and revenues and 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 32 limited partnerships,
including the Program. Dyco 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, 1996, the Samson Companies
owned interests in approximately 16,000 oil and gas wells located in
19 states of the United States and Canada, Venezuela, and Russia. At
December 31, 1996, the Samson Companies operated approximately 2,600
oil and gas wells located in 15 states of the United States and
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, 1997, the Samson
Companies employed approximately 780 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) 283-1791.
Funding
Although the Program Agreements permit the Programs to incur
borrowings, each Program's operations and expenses are 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 gas with a concentration on 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.
2
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Regulation of Sales and Transportation of Oil and 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 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 gas, including the Programs.
Although virtually all of the Programs' gas production is not subject
to price regulation, the NGA, NGPA, and FERC regulations affect the
availability of gas transportation services and the ability of gas
consumers to continue to purchase or 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.
3
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Significant Customers
Purchases of gas by El Paso Energy Marketing Company ("El Paso")
and Sanguine, Ltd. accounted for approximately 74.9% and 17.9%,
respectively, of the 1985-1 Program's oil and gas revenues during the
year ended December 31, 1996. With respect to the 1985-2 Program,
purchases of gas by El Paso and Sanguine, Ltd. accounted for
approximately 36.8% and 12.0%, respectively, of the 1985-2 Program's
oil and gas revenues during the year ended December 31, 1996. 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. Purchases of oil by Mobil Oil
Corporation and Koch Oil Company accounted for approximately 15.9% and
14.8%, respectively, of the 1985-2 Program's oil and gas revenues
during the year ended December 31, 1996. In the event pipeline
facilities are not conveniently available to production areas, crude
oil is usually trucked by purchasers to storage facilities.
Competition and Marketing
The domestic 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), United Nations export embargoes, the supply and
price of foreign imports of oil and gas, the level of consumer product
demand (which can be 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 on future oil and gas industry trends
cannot be accurately predicted or anticipated.
4
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The most important variable affecting the Programs' revenues is
the prices received for the sale of oil and gas. Predicting future
prices is very difficult. Concerning past trends, average yearly
wellhead gas prices in the United States have been relatively volatile
for a number of years. For the past ten years, such prices have
generally been in the $1.40 to $2.00 per Mcf range, significantly
below prices received in the early 1980s. Average gas prices in the
last several months have, however, been somewhat higher than those
yearly averages. It is not known whether this is a short-term trend
or will lead to higher average gas prices on a longer-term basis.
Substantially all of the Programs' gas reserves are being sold in
the "spot market." Prices on the spot market are subject to wide
seasonal and regional pricing fluctuations due to the highly
competitive nature of the spot market. In addition, such spot market
sales are generally short-term in nature and are dependent upon the
obtaining of transportation services provided by pipelines. Spot
prices for the Programs' gas increased from approximately $2.00 per
Mcf at December 31, 1995 to approximately $3.57 per Mcf at December
31, 1996. 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.
Due to global consumption and supply trends over the last several
months, oil prices have recently been higher than the yearly average
prices of the late to mid-1980s and early 1990s. It is not known
whether this trend will continue. Prices for the Programs' oil
increased from approximately $18.50 per barrel at December 31, 1995 to
approximately $23.75 per barrel at December 31, 1996.
Future prices for both oil and gas will likely be different from
(and may be lower than) the prices in effect on December 31, 1996.
Primarily due to heating season demand, year-end prices in many past
years 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 following year. In particular, it should be
noted that December 31, 1996 prices were much higher than year-end
prices for the last several years and substantially higher than the
average prices received in each of the last several years. It is not
possible to predict whether the December 1996 pricing level is
indicative of a new trend toward higher energy prices or a short-term
deviation from the recent history of low to moderate prices;
therefore, management is unable to predict whether future oil and gas
prices will (i) stabilize, (ii) increase, or (iii) decrease.
5
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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, 1996.
Well Statistics(1)
As of December 31, 1996
1985-1 1985-2
Program Program
------- -------
Gross productive wells(2):
Oil - 3
Gas 14 10
-- --
Total 14 13
Net productive wells(3):
Oil - 1.12
Gas 1.73 1.17
---- ----
Total 1.73 2.29
- ----------
6
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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 on Form 10-K ("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, 1996.
Oil and Gas Production, Revenue, and Price History
The following table sets forth certain historical information
concerning the oil (including condensates) and 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.
7
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Net Production Data
Year Ended December 31,
----------------------------
1996 1995 1994
-------- -------- --------
1985-1 Program:
- --------------
Production:
Oil (Bbls)(1) 211 6,393 6,437
Gas (Mcf)(2) 191,163 224,539 188,883
Oil and gas sales:
Oil $ 4,842 $120,523 $112,534
Gas 403,984 293,643 332,046
------- ------- -------
Total $408,826 $414,166 $444,580
======= ======= =======
Total direct operating expenses $ 93,342 $169,295 $157,550
======= ======= =======
Direct operating expenses as a
percentage of oil and gas sales 22.8% 40.9% 35.4%
Average sales price:
Per barrel of oil $22.95 $18.85 $17.48
Per Mcf of gas 2.11 1.31 1.76
Direct operating expenses per
equivalent Mcf of gas(3) $ .49 $ .64 $ .69
1985-2 Program:
- --------------
Production:
Oil (Bbls)(1) 3,971 8,111 9,466
Gas (Mcf)(2) 68,927 91,345 129,797
Oil and gas sales:
Oil $ 81,549 $140,303 $151,246
Gas 148,643 108,931 240,621
------- ------- -------
Total $230,192 $249,234 $391,867
======= ======= =======
Total direct operating expenses $ 77,992 $130,547 $204,143
======= ======= =======
8
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Direct operating expenses as a
percentage of oil and gas sales 33.9% 52.4% 52.1%
Average sales price:
Per barrel of oil $20.54 $17.30 $15.98
Per Mcf of gas 2.16 1.19 1.85
Direct operating expenses per
equivalent Mcf of gas(3) $ .84 $ .93 $ 1.09
- ----------
(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 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.
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,
1996. 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, gas, and 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.
9
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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, 1996. 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, 1996. Furthermore, gas prices at December 31, 1996 were
much higher than the price used for determining the Programs' net
present value of proved reserves for the year ended December 31, 1995
and substantially higher than average prices received by the Programs
in each of the last several years. There can be no assurance that the
prices used in calculating the net present value of the Programs'
proved reserves at December 31, 1996 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.
10
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Proved Reserves and
Net Present Values
From Proved Reserves
As of December 31, 1996
1985-1 Program:
--------------
Estimated proved reserves:
Gas (Mcf) 732,477
Oil and liquids (Bbls) 1,975
Net present value
(discounted at 10% per annum) $1,402,283
1985-2 Program:
--------------
Estimated proved reserves:
Gas (Mcf) 338,081
Oil and liquids (Bbls) 18,235
Net present value
(discounted at 10% per annum) $ 769,749
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 Note 4 to the Programs'
financial statements, included in Item 8 of this Annual Report.
11
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Significant Properties
1985-1 Program
--------------
As of December 31, 1996, the 1985-1 Program's properties
consisted of 14 gross (1.73 net) productive wells. The 1985-1 Program
also owned a non-working interest in one additional well. Affiliates
of the 1985-1 Program operate 6 (40%) of its total wells. As of
December 31, 1996, the 1985-1 Program had estimated total proved
reserves of 732,477 Mcf of gas and 1,975 barrels of oil, with a
present value (discounted at 10% per annum) of estimated future net
cash flows of $1,402,283. All of the 1985-1 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 1985-1 Program's properties are located onshore in the
continental United States.
1985-2 Program
--------------
As of December 31, 1996, the 1985-2 Program's properties
consisted of 13 gross (2.29 net) productive wells. The 1985-2 Program
also owned a non-working interest in one additional well. Affiliates
of the 1985-2 Program operate 5 (36%) of its total wells. As of
December 31, 1996, the 1985-2 Program had estimated total proved
reserves of 338,081 Mcf of gas and 18,235 barrels of oil, with a
present value (discounted at 10% per annum) of estimated future cash
flows of $769,749. Substantially all of the 1985-2 Program's reserves
are located in the Anadarko Basin. All of the 1985-2 Program's
properties are located onshore in the continental United States.
As of December 31, 1996, the 1985-2 Program's properties in the
Anadarko Basin consisted of 13 gross (2.29 net) wells. Affiliates of
the 1985-2 Program operate 5 (38%) of such wells. As of December 31,
1996, the 1985-2 Program had estimated total proved reserves in the
Anadarko Basin of approximately 336,551 Mcf of gas and approximately
18,235 barrels of crude oil, with a present value (discounted at 10%
per annum) of estimated future net cash flow of approximately
$765,650.
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.
12
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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.
ITEM 3. LEGAL PROCEEDINGS
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 1996.
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 Program Agreements, Dyco, as General Partner, is
obligated to annually issue 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 Program Agreements. Such
repurchase offer is recalculated monthly in order to reflect cash
distributions made to the limited partners and 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.
13
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1985-1 PROGRAM
--------------
Repurchase Cash
Price Distributions
---------- -------------
1995:
First Quarter $101 $ -
Second Quarter 146 -
Third Quarter 116 30
Fourth Quarter 116 -
1996:
First Quarter $ 96 $20
Second Quarter 96 -
Third Quarter 102 25
Fourth Quarter 102 -
1997:
First Quarter $102 (1)
- ----------
(1) To be declared in March 1997.
1985-2 PROGRAM
--------------
Repurchase Cash
Price Distributions
---------- -------------
1995:
First Quarter $23 $ -
Second Quarter 65 -
Third Quarter 65 -
Fourth Quarter 65 -
1996:
First Quarter $30 $35(1)
Second Quarter 30 -
Third Quarter 92 -
Fourth Quarter 92 -
1997:
First Quarter $92 (2)
- ----------
(1) Includes proceeds from the sale of oil and gas properties in late
1995.
(2) To be declared in March 1997.
14
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The 1985-1 Program has 4,141 Units outstanding and approximately
1,706 limited partners of record. The 1985-2 Program has 4,374 Units
outstanding and approximately 1,676 limited partners of record.
15
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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."
1985-1 Program
--------------
December 31,
--------------------------------------------------
1996 1995 1994 1993 1992
-------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
Summary of Operations:
Oil and gas sales $408,826 $414,166 $444,580 $542,518 $753,638
Total revenues 411,171 416,689 446,882 544,058 756,873
Lease operating expenses 63,559 130,367 117,846 121,325 151,800
Production taxes 29,783 38,928 39,704 46,257 67,278
General and administrative
expenses 55,169 55,314 51,307 54,658 59,664
Depreciation, depletion, and
amortization of oil and gas
properties 27,369 57,994 119,316 131,014 216,044
Impairment provision - 45,262 - - -
Net income 235,291 88,824 118,709 190,804 262,087
per Unit 57 21 29 46 63
Cash distributions 186,345 124,230 289,870 351,985 496,920
per Unit 45 30 70 85 120
Summary Balance Sheet Data:
Total assets 375,408 329,229 344,462 508,388 678,464
Partners' capital 339,790 290,844 326,250 497,411 658,592
</TABLE>
16
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<TABLE>
<CAPTION>
1985-2 Program
--------------
December 31,
----------------------------------------------------
1996 1995 1994 1993 1992
---------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
Summary of Operations
Oil and gas sales $230,192 $249,234 $391,867 $327,655 $456,585
Total revenues 232,494 250,411 393,943 329,312 458,228
Lease operating expenses 61,178 108,975 177,582 107,068 109,688
Production taxes 16,814 21,572 26,561 26,234 38,530
General and administrative
expenses 53,296 53,755 49,022 50,984 57,022
Depreciation, depletion, and
amortization of oil and gas
properties 9,911 23,571 109,543 78,703 124,779
Net income 91,295 42,538 31,235 66,323 128,209
per Unit 21 10 7 15 29
Cash distributions 153,090 - 218,700 218,700 153,090
per Unit 35 - 50 50 35
Summary Balance Sheet Data:
Total assets 244,561 306,398 254,024 442,714 597,439
Partners' capital 225,464 287,259 244,721 432,186 584,563
17
<PAGE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Use of Forward-Looking Statements and Estimates
This Annual Report contains certain forward-looking statements.
The words "anticipate," "believe," "expect," "plan," "intend,"
"estimate," "project," "could," "may," and similar expressions are
intended to identify forward-looking statements. Such statements
reflect management's current views with respect to future events and
financial performance. This Annual Report also includes certain
information which is, or is based upon, estimates and assumptions.
Such estimates and assumptions are management's efforts to accurately
reflect the condition and operation of the Programs.
Use of forward-looking statements and estimates and assumptions
involve risks and uncertainties which include, but are not limited to,
the volatility of oil and gas prices, the uncertainty of reserve
information, the operating risk associated with oil and gas properties
(including the risk of personal injury, death, property damage, damage
to the well or producing reservoir, environmental contamination, and
other operating risks), the prospect of changing tax and regulatory
laws, the availability and capacity of processing and transportation
facilities, the general economic climate, the supply and price of
foreign imports of oil and gas, the level of consumer product demand,
and the price and availability of alternative fuels. Should one or
more of these risks or uncertainties occur or should estimates or
underlying assumptions prove incorrect, actual conditions or results
may vary materially and adversely from those stated, anticipated,
believed, estimated, or otherwise indicated.
General Discussion
The following general discussion should be read in conjunction
with the analysis of results of operations provided below. The most
important variable affecting the Programs' revenues is the prices
received for the sale of oil and gas. Predicting future prices is
very difficult. Concerning past trends, average yearly wellhead gas
prices in the United States have been relatively volatile for a number
of years. For the past ten years, such prices have generally been in
the $1.40 to $2.00 per Mcf range, significantly below prices received
in the early 1980s. Average gas prices in the last several months
have, however, been somewhat higher than those yearly averages. It is
not known whether this is a short-term trend or will lead to higher
average gas prices on a longer-term basis.
18
<PAGE>
<PAGE>
Substantially all of the Programs' gas reserves are being sold in
the "spot market." Prices on the spot market are subject to wide
seasonal and regional pricing fluctuations due to the highly
competitive nature of the spot market. In addition, such spot market
sales are generally short-term in nature and are dependent upon the
obtaining of transportation services provided by pipelines. Spot
prices for the Programs' gas increased from approximately $2.00 per
Mcf at December 31, 1995 to approximately $3.57 per Mcf at December
31, 1996. 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.
Due to global consumption and supply trends over the last several
months, oil prices have recently been higher than the yearly average
prices of the late to mid-1980s and early 1990s. It is not known
whether this trend will continue. Prices for the Programs' oil
increased from approximately $18.50 per barrel at December 31, 1995 to
approximately $23.75 per barrel at December 31, 1996.
Future prices for both oil and gas will likely be different from
(and may be lower than) the prices in effect on December 31, 1996.
Primarily due to heating season demand, year-end prices in many past
years 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 following year. In particular, it should be
noted that December 31, 1996 prices were much higher than year-end
prices for the last several years and substantially higher than the
average prices received in each of the last several years. It is not
possible to predict whether the December 1996 pricing level is
indicative of a new trend toward higher energy prices or a short-term
deviation from the recent history of low to moderate prices;
therefore, management is unable to predict whether future oil and gas
prices will (i) stabilize, (ii) increase, or (iii) decrease.
19
<PAGE>
<PAGE>
Results of Operations
1985-1 Program
--------------
Year Ended December 31, 1996 Compared
to Year Ended December 31, 1995
-------------------------------------
Total oil and gas sales decreased $5,340 (1.3%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. Of this decrease, approximately $142,000 and $70,000,
respectively, were related to decreases in volumes of oil and gas
sold, partially offset by increases of approximately $26,000 and
$180,000, respectively, related to increases in the average prices of
oil and gas sold. Volumes of oil and gas sold decreased 6,182 barrels
and 33,376 Mcf, respectively, for the year ended December 31, 1996 as
compared to the year ended December 31, 1995. The decrease in volumes
of oil sold resulted primarily from the sale of two wells during the
year ended December 31, 1995. The decrease in volumes of gas sold was
primarily due to (i) normal declines in production due to diminished
gas reserves on several wells and (ii) a positive prior period
adjustment made by the purchaser on two wells during the year ended
December 31, 1995, partially offset by a negative prior period
adjustment made by the purchaser on one well during the year ended
December 31, 1995. Average oil and gas prices increased to $22.95 per
barrel and $2.11 per Mcf, respectively, for the year ended December
31, 1996 from $18.85 per barrel and $1.31 per Mcf, respectively, for
the year ended December 31, 1995.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $75,953 (44.9%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. This decrease was primarily due to (i) the sale of two wells
during the year ended December 31, 1995, (ii) the abandonment of one
well during the year ended December 31, 1995, and (iii) surface repair
and compression expenses incurred on another well during the year
ended December 31, 1995. As a percentage of oil and gas sales, these
expenses decreased to 22.8% for the year ended December 31, 1996 from
40.9% for the year ended December 31, 1995. This percentage decrease
was primarily due to the dollar decrease in oil and gas production
expenses discussed above.
20
<PAGE>
<PAGE>
Depreciation, depletion, and amortization of oil and gas
properties decreased $30,625 (52.8%) for the year ended December 31,
1996 as compared to the year ended December 31. 1995. This decrease
was primarily due to (i) an impairment provision for oil and gas
properties recorded during the last half of 1995 which decreased the
amortizable capitalized costs of the oil and gas properties, (ii) an
upward revision of previous gas reserve estimates at December 31,
1996, and (iii) decreases in the volumes of oil and gas sold. As a
percentage of oil and gas sales, this expense decreased to 6.7% for
the year ended December 31, 1996 from 14.0% for the year ended
December 31, 1995. This percentage decrease was primarily due to the
dollar decrease in depreciation, depletion, and amortization of oil
and gas properties as discussed above and the increases in the average
prices of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995.
As a result of the declines in gas prices during the first part
of 1995 the 1985-1 Program recognized a non-cash charge against
earnings of $45,262 during the year ended December 31, 1995. This
impairment provision for oil and gas properties was necessary due to
the unamortized costs of oil and gas properties exceeding the present
value of estimated future net revenues from such oil and gas
properties. No similar charge was necessary during the year ended
December 31, 1996.
General and administrative expenses remained relatively constant
for the year ended December 31, 1996 as compared to the year ended
December 31, 1995. As a percentage of oil and gas sales, these
expenses remained constant at 13.4% for the year ended December 31,
1996 and for the year ended December 31, 1995.
21
<PAGE>
<PAGE>
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased $30, 414 (6.8%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. Of this decrease, approximately $85,000 was due to a decrease
in the average price of gas sold, partially offset by increases of
approximately $47,000 related to an increase in volumes of gas sold
and approximately $9,000 related to an increase in the average price
of oil sold. Volumes of oil sold decreased slightly by 44 barrels,
while volumes of gas sold increased 35,656 Mcf for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
The increase in volumes of gas sold was primarily due to a recoupment
by a purchaser during 1994 of prior overpayments. Average oil prices
increased to $18.85 per barrel for the year ended December 31, 1995
from $17.48 per barrel for the year ended December 31, 1994, while
average gas prices decreased to $1.31 per Mcf for the year ended
December 31, 1995 from $1.76 per Mcf for the year ended December 31,
1994.
Oil and gas production expenses (including lease operating
expenses and production taxes) increased $11,745 (7.5%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994 primarily due to workover expenses on several wells incurred in
order to improve the recovery of reserves. As a percentage of oil and
gas sales, these expenses increased to 40.9% for the year ended
December 31, 1995 from 35.4% for the year ended December 31, 1994.
This percentage increase was primarily due to the decrease in oil and
gas sales and the dollar increase in oil and gas production expenses.
Depreciation, depletion, and amortization of oil and gas
properties decreased $61,322 (51.4%) for the year ended December 31,
1995 as compared to the year ended December 31, 1994. This decrease
was primarily due to (i) an impairment provision for oil and gas
properties recorded during 1995 which decreased the amortizable
capitalized costs of the oil and gas properties and (ii) upward
revisions of previous reserve estimates. As a percentage of oil and
gas sales, this expense decreased to 14.0% for the year ended December
31, 1995 from 26.8% for the year ended December 31, 1994. This
percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization of oil and gas properties,
partially offset by the decrease in oil and gas sales.
22
<PAGE>
<PAGE>
As a result of declines in gas prices during the first part of
1995, the 1985-1 Program recognized a non-cash charge against earnings
of $45,262. This impairment provision for oil and gas properties was
necessary due to the unamortized costs of oil and gas properties
exceeding the present value of estimated future net revenues from such
oil and gas properties. No similar charge was necessary during the
year ended December 31, 1994.
General and administrative expenses increased $4,007 (7.8%) for
the year ended December 31, 1995 as compared to the year ended Decem-
ber 31, 1994 primarily due to an increase in both professional fees
and printing and postage expenses. As a percentage of oil and gas
sales, these expenses increased to 13.4% for the year ended December
31, 1995 from 11.5% for the year ended December 31, 1994. This
percentage increase was primarily due to the decrease in oil and gas
sales.
1985-2 Program
--------------
Year Ended December 31, 1996 Compared
to Year Ended December 31, 1995
-------------------------------------
Total oil and gas sales decreased $19,042 (7.6%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. Of this decrease, approximately $85,000 and $48,000,
respectively, were related to decreases in volumes of oil and gas
sold, partially offset by increases of approximately $26,000 and
$89,000, respectively, related to increases in the average prices of
oil and gas sold. Volumes of oil and gas sold decreased 4,140 barrels
and 22,418 Mcf, respectively, for the year ended December 31, 1996 as
compared to the year ended December 31, 1995. The decrease in volumes
of oil sold resulted primarily from (i) the sale of several wells
during the year ended December 31, 1995 and (ii) normal declines in
production from diminished oil reserves on several wells. The
decrease in volumes of gas sold was primarily due to (i) normal
declines in production on one well due to diminished gas reserves and
(ii) downward prior period volume adjustments made by the purchaser on
one well during the year ended December 31, 1996. Average oil and gas
prices increased to $20.54 per barrel and $2.16 per Mcf, respectively,
for the year ended December 31, 1996 from $17.30 per barrel and $1.19
per Mcf, respectively, for the year ended December 31, 1995.
23
<PAGE>
<PAGE>
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $52,555 (40.3%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. This decrease was primarily due to (i) the sale of several
wells during 1995 and (ii) a decrease in volumes of oil and gas sold
during the year ended December 31, 1996 as compared to the year ended
December 31, 1995. As a percentage of oil and gas sales, these
expenses decreased to 33.9% for the year ended December 31, 1996 from
52.4% for the year ended December 31, 1995. This percentage decrease
was primarily due to the dollar decrease in oil and gas production
expenses discussed above.
Depreciation, depletion, and amortization of oil and gas
properties decreased $13,660 (58.0%) for the year ended December 31,
1996 as compared to the year ended December 31, 1995. This decrease
was primarily due to (i) the sale of several wells during 1995 which
decreased the amortizable capitalized costs of the oil and gas
properties and (ii) decreases in volumes of oil and gas sold. As a
percentage of oil and gas sales, this expense decreased to 4.3% for
the year ended December 31, 1996 from 9.5% for the year ended December
31. 1995. This percentage decrease was primarily due to the increases
in the average prices of oil and gas sold during the year ended
December 31, 1996 as compared to the year ended December 31, 1995.
General and administrative expenses remained relatively constant
for the year ended December 31, 1996 as compared to the year ended
December 31, 1995. As a percentage of oil and gas sales, these
expenses increased to 23.2% for the year ended December 31, 1996 from
21.6% for the year ended December 31, 1995. This percentage increase
was primarily due to the decrease in oil and gas sales during the year
ended December 31, 1996 as compared to the year ended December 31,
1995.
24
<PAGE>
<PAGE>
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased $142,633 (36.4%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. Of this decrease, approximately $23,000 and $46,000,
respectively, were due to decreases in volumes of oil and gas sold and
approximately $86,000 was due to a decrease in the average price of
gas sold, partially offset by an increase of approximately $12,000
related to an increase in the average price of oil sold. Volumes of
oil and gas sold decreased 1,355 barrels and 38,452 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 was primarily
due to normal declines in production. The decrease in volumes of gas
sold was primarily due to revenues received during 1994 related to an
underproduced gas balancing position on one well. Average oil prices
increased to $17.30 per barrel for the year ended December 31, 1995
from $15.98 per barrel for the year ended December 31, 1994, while
average gas prices decreased to $1.19 per Mcf for the year ended
December 31, 1995 from $1.85 per Mcf for the year ended December 31,
1994.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $73,596 (36.1%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. This decrease was primarily due to lease operating expenses
recognized during 1994 associated with changes in the 1985-2 Program's
gas balancing positions, which were caused by reserve revisions. As a
percentage of oil and gas sales, these expenses remained relatively
constant at 52.4% for the year ended December 31, 1995 as compared to
52.1% for the year ended December 31, 1994.
Depreciation, depletion, and amortization of oil and gas
properties decreased $85,972 (78.5%) for the year ended December 31,
1995 as compared to the year ended December 31, 1994. This decrease
was primarily due to (i) the sale of several wells during 1995 which
decreased the amortizable capitalized costs of the oil and gas
properties, (ii) upward revisions of previous reserve estimates, and
(iii) the decrease in the volumes of oil and gas sold. As a
percentage of oil and gas sales, this expense decreased to 9.5% for
the year ended December 31, 1995 from 28.0% for the year ended
December 31, 1994. This percentage decrease was primarily due to the
dollar decrease in depreciation, depletion, and amortization of oil
and gas properties, partially offset by the decrease in oil and gas
sales.
25
<PAGE>
<PAGE>
General and administrative expenses increased $4,733 (9.7%) for
the year ended December 31, 1995 as compared to the year ended Decem-
ber 31, 1994 primarily due to an increase in both professional fees
and printing and postage expenses. As a percentage of oil and gas
sales, these expenses increased to 21.6% for the year ended December
31, 1995 from 12.5% for the year ended December 31, 1994. This
percentage increase was primarily due to the decrease in oil and gas
sales.
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, 1996, the 1985-1 Program's and 1985-2 Program's proved
reserve quantities at December 31, 1996 would have a life of
approximately 3.8 and 4.9 years, respectively, for gas reserves and
9.4 and 4.6 years, respectively, for oil reserves. However, since the
Programs' reserve estimates are based on oil and gas prices at
December 31, 1996, it is possible that a significant decrease in oil
and gas prices from December 31, 1996 levels will reduce such reserves
and their corresponding life-span.
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.
The Samson Companies are currently in the process of evaluating
certain oil and gas properties owned by the Programs and other
entities of the Samson Companies. As a result of such evaluation, it
is expected that certain of these properties will be placed in bid
packages and offered for sale during the first half of 1997. It is
likely that the Programs will have an interest in some of the
properties being sold. It is currently estimated that the value of
such sales, as a percentage of total proved reserves of either
Program, will range from 1% to 10%.
26
<PAGE>
<PAGE>
The decision to accept any offer for the purchase of a property
owned by one or both of the Programs will be made by Dyco after giving
due consideration to the offer price and Dyco's estimate of both the
property's remaining proved reserves and future operating costs. Net
proceeds from the sale of any such properties will be distributed to
the Programs and will be included in the calculation of the Programs'
cash distributions for the quarter immediately following the Programs'
receipt of the proceeds.
Following completion of any sale, the Programs' quantity of
proved reserves will be reduced. It is also possible that the
Programs' repurchase values and future cash distributions could
decline as a result of a reduction of the Programs' reserve base. On
the other hand, Dyco believes there will be beneficial operating
efficiencies related to the Programs' remaining properties. This is
primarily due to the fact that the properties being considered for
sale are more likely to bear a higher ratio of operating expenses as
compared to reserves than the properties not being considered for
sale. The net effect of such property sales is difficult to predict
as of the date of this Annual Report.
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
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. If the
Programs sell any of their properties as discussed above, the
Programs' quantity of proved reserves will be reduced; therefore, it
is possible that the Programs' future cash distributions could decline
as a result of a reduction of the Programs' reserve base.
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 1996. Oil and 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."
27
<PAGE>
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
DYCO OIL AND GAS PROGRAM 1985-1 LIMITED PARTNERSHIP
We have audited the financial statements of the Dyco Oil and Gas
Program 1985-1 Limited Partnership (a Minnesota limited partnership)
as listed in Item 14(a) of this Annual Report. 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 1985-1 Limited Partnership at December
31, 1996 and 1995, and the results of its operations and cash flows
for each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
February 10, 1997
28
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1985-1 LIMITED PARTNERSHIP
Balance Sheets
December 31, 1996 and 1995
ASSETS
------
1996 1995
-------- --------
CURRENT ASSETS:
Cash and cash equivalents $ 86,724 $ 58,496
Accrued oil and gas sales, including
$28,938 due from related
parties at 1995 (Note 2) 95,458 62,222
------- -------
Total current assets $182,182 $120,718
NET OIL AND GAS PROPERTIES, utilizing the
full cost method 177,707 203,770
DEFERRED CHARGE 15,519 4,741
------- -------
$375,408 $329,229
======= =======
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
CURRENT LIABILITIES:
Accounts payable $ 5,916 $ 9,953
------- -------
Total current liabilities $ 5,916 $ 9,953
ACCRUED LIABILITY 29,702 28,432
PARTNERS' CAPITAL:
General Partner, issued and
outstanding, 41 Units 3,398 2,908
Limited Partners, issued and
outstanding 4,100 Units 336,392 287,936
------- -------
Total Partners' capital $339,790 $290,844
------- -------
$375,408 $329,229
======= =======
The accompanying notes are an integral
part of these financial statements.
29
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1985-1 LIMITED PARTNERSHIP
Statements of Operations
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
-------- -------- --------
REVENUES:
Oil and gas sales, including
$217,001 and $332,912
of sales to related parties
in 1995 and 1994 (Note 2) $408,826 $414,166 $444,580
Interest 2,345 2,523 2,302
------- ------- -------
$411,171 $416,689 $446,882
COSTS AND EXPENSES:
Lease operating $ 63,559 $130,367 $117,846
Production taxes 29,783 38,928 39,704
Depreciation, depletion, and
amortization of oil and gas
properties 27,369 57,994 119,316
Impairment provision - 45,262 -
General and administrative 55,169 55,314 51,307
------- ------- -------
$175,880 $327,865 $328,173
------- ------- -------
NET INCOME $235,291 $ 88,824 $118,709
======= ======= =======
GENERAL PARTNER (1%) - NET INCOME $ 2,353 $ 888 $ 1,187
======= ======= =======
LIMITED PARTNERS (99%) - NET INCOME $232,938 $ 87,936 $117,522
======= ======= =======
NET INCOME per Unit $ 57 $ 21 $ 29
======= ======= =======
UNITS OUTSTANDING 4,141 4,141 4,141
======= ======= =======
The accompanying notes are an integral
part of these financial statements.
30
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1985-1 LIMITED PARTNERSHIP
Statements of Partners' Capital
For the Years Ended December 31, 1996, 1995, and 1994
General Limited
Partner Partners Total
-------- ---------- ----------
Balances at December 31, 1993 $4,974 $492,437 $497,411
Cash distributions ( 2,899) ( 286,971) ( 289,870)
Net income 1,187 117,522 118,709
----- ------- -------
Balances at December 31, 1994 $3,262 $322,988 $326,250
Cash distributions ( 1,242) ( 122,988) ( 124,230)
Net income 888 87,936 88,824
----- ------- -------
Balances at December 31, 1995 $2,908 $287,936 $290,844
Cash distributions ( 1,863) ( 184,482) ( 186,345)
Net income 2,353 232,938 235,291
----- ------- -------
Balances at December 31, 1996 $3,398 $336,392 $339,790
===== ======= =======
The accompanying notes are an integral
part of these financial statements.
31
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1985-1 LIMITED PARTNERSHIP
Statements of Cash Flows
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $235,291 $ 88,824 $118,709
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation, depletion, and
amortization of oil and gas
properties 27,369 57,994 119,316
Impairment provision - 45,262 -
(Increase) decrease in accrued
oil and gas sales ( 33,236) ( 37,043) 51,313
(Increase) decrease in deferred
charge ( 10,778) ( 4,741) 9,170
Increase (decrease) in accounts
payable ( 4,037) 1,798 ( 2,822)
Increase in accrued liability 1,270 18,375 10,057
------- ------- -------
Net cash provided by operating
activities $215,879 $170,469 $305,743
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of oil
and gas properties $ 907 $ - $ 4,455
Additions to oil and gas
properties ( 2,213) ( 27,440) ( 3,321)
------- ------- -------
Net cash provided (used) by
investing activities ($ 1,306) ($ 27,440) $ 1,134
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash Distributions ($186,345) ($124,230) ($289,870)
------- ------- -------
Net cash used by financing
activities ($186,345) ($124,230) ($289,870)
------- ------- -------
NET INCREASE IN CASH
AND CASH EQUIVALENTS $ 28,228 $ 18,799 $ 17,007
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 58,496 39,697 22,690
------- ------- -------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 86,724 $ 58,496 $ 39,697
======= ======= =======
The accompanying notes are an integral
part of these financial statements.
32
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM 1985-1 LIMITED PARTNERSHIP
Notes to Financial Statements
For the Years Ended December 31, 1996, 1995, and 1994
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Dyco Oil and Gas Program 1985-1 Limited Partnership (the
"Program"), a Minnesota limited partnership, commenced operations
on April 1, 1985. Dyco Petroleum Corporation ("Dyco") is the
General Partner of the Program. Affiliates of Dyco owned
1,226.48 (29.6%) of the Program's Units at December 31, 1996.
The Program's sole business is the development and production of
oil and gas with a concentration on gas. Substantially all of
the Program's 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
gas purchasers subject the Program to a concentration of credit
risk. Some of these purchasers are discussed in Note 3 - Major
Customers.
33
<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, 1996, 1995, and
1994 were $0.14, $0.22, and $0.52, respectively. The Program's
calculation of depreci-ation, depletion, and amortization
includes estimated future expenditures to be incurred in
developing proved reserves and estimated dismantlement and
abandonment costs, net of estimated salvage values. 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 ("SEC")) the excess is charged to expense in
the year during which such excess occurs. In addition, SEC 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 an impairment provision of
$45,262 which represents the amount of unamortized oil and gas
properties which exceeded the full cost ceiling. No such charge
was incurred in 1996 or 1994. 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, 1996 and 1995 represents
costs deferred for lease operating expenses incurred in
connection with the Program's underproduced gas imbalance
position. At December 31, 1996, 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 40,861
Mcf, resulting in prepaid lease operating expenses of $15,519.
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 12,926 Mcf, resulting
in prepaid lease operating expenses of $4,741.
34
<PAGE>
<PAGE>
Accrued Liability
The Accrued Liability at December 31, 1996 and 1995 represents
charges accrued for lease operating expenses incurred in
connection with the Program's overproduced gas imbalance
position. At December 31, 1996, cumulative total gas sales
volumes for overproduced wells exceeded the Program's pro-rata
share of total gas production from these wells by 78,205 Mcf,
resulting in accrued lease operating expenses of $29,702. 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 77,514 Mcf, resulting in
accrued lease operating expenses of $28,432.
Oil and Gas Sales
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 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 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, 1996 and 1995, 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, 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.
35
<PAGE>
<PAGE>
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, 1996, 1995, and 1994, such expenses totaled $55,169,
$55,314, and $51,307, respectively, of which $42,840 was paid
each year 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.
During 1994 and 1995 the Program sold gas at market prices to El
Paso Energy Marketing Company, formerly known as Premier Gas
Company ("El Paso"). El Paso, like other similar gas marketing
firms, then resold such gas to third parties at market prices.
El Paso was an affiliate of the Program until December 6, 1995.
During 1995 and 1994, these sales totaled $217,001 and $332,912,
respectively. At December 31, 1995 accrued oil and gas sales
included $28,938 due from El Paso.
3. MAJOR CUSTOMERS
The following purchasers individually accounted for more than 10%
of the combined oil and gas revenues of the Program for the years
ended December 31, 1996, 1995, and 1994:
Purchaser 1996 1995 1994
--------- ----- ----- -----
El Paso 74.9% 52.4% 74.9%
Flying J Oil and Gas, Inc. - 24.1% 19.2%
Sanguine, Ltd. 17.9% - -
36
<PAGE>
<PAGE>
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 SEC.
Capitalized Costs
The Program's capitalized costs and accumulated depreciation,
depletion, amortization, and valuation allowance were as follows:
December 31,
----------------------------
1996 1995
------------- -------------
Proved properties $20,981,357 $20,980,051
Unproved properties, not
subject to depreciation,
depletion, and amortization - -
---------- ----------
$20,981,357 $20,980,051
Less accumulated depreciation,
depletion, amortization, and
valuation allowance ( 20,803,650) ( 20,776,281)
---------- ----------
Net oil and gas properties $ 177,707 $ 203,770
========== ==========
37
<PAGE>
<PAGE>
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,
-------------------------
1996 1995 1994
------- ------- -------
Acquisition of properties $ - $ - $ -
Exploration costs - - -
Development costs 2,213 27,440 3,321
----- ------ -----
Total costs incurred $2,213 $27,440 $3,321
===== ====== =====
38
<PAGE>
<PAGE>
</TABLE>
<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 gas reserves for the years ended December 31, 1996, 1995, and 1994. Proved
reserves were estimated by petroleum engineers employed by affiliates of Dyco. All of the
Program's reserves are located in the United States and there are no proved undeveloped
reserves.
1996 1995 1994
------------------- ------------------- -------------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
-------- --------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Proved reserves,
beginning of year 35,788 597,729 32,723 554,156 24,830 736,601
Revisions of previous
estimates ( 444) 242,711 9,458 268,112 14,330 6,438
Sales of reserves(1)(2) (33,982) ( 18,334) - - - -
Purchases of reserves(1) 824 101,534 - - - -
Extensions and
discoveries - - - - - -
Production ( 211) (191,163) ( 6,393) (224,539) ( 6,437) (188,883)
------ ------- ------ ------- ------ -------
Proved reserves,
end of year 1,975 732,477 35,788 597,729 32,723 554,156
====== ======= ====== ======= ====== =======
Proved developed reserves:
Beginning of year 35,788 597,729 32,723 554,156 8,499 729,810
------ ------- ------ ------- ------ -------
End of year 1,975 732,477 35,788 597,729 32,723 554,156
====== ======= ====== ======= ====== =======
- -----------------
(1) These purchases and sales were non-cash exchanges of oil and gas reserves.
(2) A significant portion of these reserves were behind pipe and would have required
significant capital expenditures in order to produce the reserves.
</TABLE>
39
<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.
40
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
DYCO OIL AND GAS PROGRAM 1985-2 LIMITED PARTNERSHIP
We have audited the financial statements of the Dyco Oil and Gas
Program 1985-2 Limited Partnership (a Minnesota limited partnership)
as listed in Item 14(a) of this Annual Report. 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 1985-2 Limited Partnership at December
31, 1996 and 1995, and the results of its operations and cash flows
for each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
February 10, 1997
41
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1985-2 LIMITED PARTNERSHIP
Balance Sheets
December 31, 1996 and 1995
ASSETS
------
1996 1995
-------- --------
CURRENT ASSETS:
Cash and cash equivalents $ 86,273 $154,512
Accrued oil and gas sales, including
$12,336 due from related parties
at 1995 (Note 2) 46,545 41,489
------- -------
Total current assets $132,818 $196,001
NET OIL AND GAS PROPERTIES, utilizing the
full cost method 72,216 82,060
DEFERRED CHARGE 39,527 28,337
------- -------
$244,561 $306,398
======= =======
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
CURRENT LIABILITIES:
Accounts payable $ 6,198 $ 9,025
------- -------
Total current liabilities $ 6,198 $ 9,025
ACCRUED LIABILITY 12,899 10,114
PARTNERS' CAPITAL:
General Partner, issued and
outstanding, 44 Units 2,254 2,872
Limited Partners, issued and
outstanding, 4,330 Units 223,210 284,387
------- -------
Total Partners' capital $225,464 $287,259
------- -------
$244,561 $306,398
======= =======
The accompanying notes are an integral
part of these financial statements.
42
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1985-2 LIMITED PARTNERSHIP
Statements of Operations
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
---------- -------- --------
REVENUES:
Oil and gas sales, including
$71,328 and $97,973 of
sales to related parties
in 1995 and 1994 (Note 2) $230,192 $249,234 $391,867
Interest 2,302 1,177 2,076
------- ------- -------
$232,494 $250,411 $393,943
COSTS AND EXPENSES:
Lease operating $ 61,178 $108,975 $177,582
Production taxes 16,814 21,572 26,561
Depreciation, depletion, and
amortization of oil and gas
properties 9,911 23,571 109,543
General and administrative 53,296 53,755 49,022
------- ------- -------
$141,199 $207,873 $362,708
------- ------- -------
NET INCOME $ 91,295 $ 42,538 $ 31,235
======= ======= =======
GENERAL PARTNER (1%) - NET
INCOME $ 913 $ 425 $ 312
======= ======= =======
LIMITED PARTNERS (99%) - NET
INCOME $ 90,382 $ 42,113 $ 30,923
======= ======= =======
NET INCOME per Unit $ 21 $ 10 $ 7
======= ======= =======
UNITS OUTSTANDING 4,374 4,374 4,374
======= ======= =======
The accompanying notes are an integral
part of these financial statements.
43
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1985-2 LIMITED PARTNERSHIP
Statements of Partners' Capital
For the Years Ended December 31, 1996, 1995, and 1994
General Limited
Partner Partners Total
-------- ---------- ----------
Balances at December 31, 1993 $4,322 $427,864 $432,186
Cash distributions ( 2,187) ( 216,513) ( 218,700)
Net income 312 30,923 31,235
----- ------- -------
Balances at December 31, 1994 $2,447 $242,274 $244,721
Net income 425 42,113 42,538
----- ------- -------
Balances at December 31, 1995 $2,872 $284,387 $287,259
Cash distributions ( 1,531) ( 151,559) ( 153,090)
Net income 913 90,382 91,295
----- ------- -------
Balances at December 31, 1996 $2,254 $223,210 $225,464
===== ======= =======
The accompanying notes are an integral
part of these financial statements.
44
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1985-2 LIMITED PARTNERSHIP
Statements of Cash Flows
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 91,295 $ 42,538 $ 31,235
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation, depletion, and
amortization of oil and gas
properties 9,911 23,571 109,543
(Increase) decrease in accrued
oil and gas sales ( 5,056) ( 980) 3,918
(Increase) decrease in deferred
charge ( 11,190) ( 7,301) 66,202
Decrease in accounts payable ( 2,827) ( 278) ( 1,225)
Increase in accrued liability 2,785 10,114 -
------- ------- -------
Net cash provided by operating
activities $ 84,918 $ 67,664 $209,673
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of oil
and gas properties $ 7,329 $105,954 $ -
Additions to oil and gas
properties ( 7,396) ( 24,839) ( 3,733)
------- ------- -------
Net cash provided (used) by
investing activities ($ 67) $ 81,115 ($ 3,733)
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($153,090) $ - ($218,700)
------- ------- -------
Net cash used by financing
activities ($153,090) $ - ($218,700)
------- ------- -------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS ($ 68,239) $148,779 ($ 12,760)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 154,512 5,733 18,493
------- ------- -------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 86,273 $154,512 $ 5,733
======= ======= =======
The accompanying notes are an integral
part of these financial statements.
45
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM 1985-2 LIMITED PARTNERSHIP
Notes to Financial Statements
For the Years Ended December 31, 1996, 1995, and 1994
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Dyco Oil and Gas Program 1985-2 Limited Partnership (the
"Program"), a Minnesota limited partnership, commenced operations
on August 26, 1985. Dyco Petroleum Corporation ("Dyco") is the
General Partner of the Program. Affiliates of Dyco owned
1,356.80 (31.0%) of the Program's Units at December 31, 1996.
The Program's sole business is the development and production of
oil and gas with a concentration on gas. Substantially all of
the Program's 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
gas purchasers subject the Program to a concentration of credit
risk. Some of these purchasers are discussed in Note 3 - Major
Customers.
46
<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, 1996, 1995, and
1994 were $0.11, $0.17, and $0.59, respectively. The Program's
calculation of depreci-ation, depletion, and amortization
includes estimated future expenditures to be incurred in
developing proved reserves and estimated dismantlement and
abandonment costs, net of estimated salvage values. 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("SEC")) the excess is charged to expense in
the year during which such excess occurs. In addition, the SEC
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, 1996 and 1995 represents
costs deferred for lease operating expenses incurred in
connection with the Program's underproduced gas imbalance
position. At December 31, 1996, 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 60,999
Mcf, resulting in prepaid lease operating expenses of $39,527.
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 55,379 Mcf, resulting
in prepaid lease operating expenses of $28,337.
47
<PAGE>
<PAGE>
Accrued Liability
The Accrued Liability at December 31, 1996 and 1995 represents
charges accrued for lease operating expenses incurred in
connection with the Program's overproduced gas imbalance
position. At December 31, 1996, cumulative total gas sales
volumes for overproduced wells exceeded the Program's pro-rata
share of total gas production from these wells by 19,906 Mcf,
resulting in accrued lease operating expenses of $12,899. 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 19,766 Mcf, resulting in
accrued lease operating expenses of $10,114.
Oil and Gas Sales
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 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 to the gas sales contracts
covering the Program's interest in 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, 1996 and
1995, 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, 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.
48
<PAGE>
<PAGE>
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 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, 1996,
1995, and 1994, such expenses totaled $53,296, $53,755, and
$49,022, respectively, of which $40,272 was paid each year 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.
During 1994 and 1995 the Program sold gas at market prices to El
Paso Energy Marketing Company, formerly known as Premier Gas
Company ("El Paso"). El Paso, like other similar gas marketing
firms, then resold such gas to third parties at market prices.
El Paso was an affiliate of the Program until December 6, 1995.
During 1995 and 1994 these sales totaled $71,328 and $97,973,
respectively. At December 31, 1995 accrued oil and gas sales
included $12,336 due from El Paso.
3. MAJOR CUSTOMERS
The following purchasers individually accounted for more than 10%
of the combined oil and gas revenues of the Program for the years
ended December 31, 1996, 1995, and 1994:
Purchaser 1996 1995 1994
--------- ----- ----- -----
El Paso 36.8% 28.6% 25.0%
Sanguine, Ltd. 12.0% - % 27.9%
Mobil Oil Corporation 15.9% 14.5% - %
Koch Oil Company 14.8% - % - %
National Cooperative
Refinery - % 14.0% - %
Phibro Energy Inc. - % 10.7% - %
49
<PAGE>
<PAGE>
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 SEC.
Capitalized Costs
The Program's capitalized costs and accumulated depreciation,
depletion, amortization, and valuation allowance were as follows:
December 31,
----------------------------
1996 1995
------------- -------------
Proved properties $22,443,455 $22,443,388
Unproved properties, not
subject to depreciation,
depletion, and amortization - -
---------- ----------
$22,443,455 $22,443,388
Less accumulated depreciation,
depletion, amortization, and
valuation allowance ( 22,371,239) ( 22,361,328)
---------- ----------
Net oil and gas properties $ 72,216 $ 82,060
========== ==========
50
<PAGE>
<PAGE>
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,
-----------------------
1996 1995 1994
------- ------- ------
Acquisition of properties $ - $ - $ -
Exploration costs - - -
Development costs 7,396 24,839 3,733
----- ------ -----
Total costs incurred $7,396 $24,839 $3,733
===== ====== =====
51
<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 gas reserves for the years ended December 31, 1996, 1995, and 1994. Proved
reserves were estimated by petroleum engineers employed by affiliates of Dyco. All of the
Program's reserves are located in the United States.
1996 1995 1994
------------------- ------------------- -------------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
-------- --------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Proved reserves,
beginning of year 19,285 353,387 23,061 247,825 30,474 399,931
Revisions of previous
estimates 10,204 46,689 9,649 206,524 2,053 ( 22,309)
Sales of reserves(1)(2) ( 7,380) ( 5,145) ( 5,314) ( 9,617) - -
Purchases of reserves(1) 97 12,077 - - - -
Extensions and
discoveries - - - - - -
Production ( 3,971) ( 68,927) ( 8,111) ( 91,345) ( 9,466) (129,797)
------ ------- ------ ------- ------ -------
Proved reserves,
end of year 18,235 338,081 19,285 353,387 23,061 247,825
====== ======= ====== ======= ====== =======
Proved developed reserves:
Beginning of year 19,285 353,387 23,061 247,825 30,474 399,931
------ ------- ------ ------- ------ -------
End of year 18,235 338,081 19,285 353,387 23,061 247,825
====== ======= ====== ======= ====== =======
- --------------------
(1) The purchases and sales during 1996 were non-cash exchanges of oil and gas reserves.
(2) A significant portion of these reserves were behind pipe and would have required
significant capital expenditures in order to produce the reserves.
</TABLE>
52
<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
---------------- --- --------------------------------
Dennis R. Neill 44 President and Director
Patrick M. Hall 38 Chief Financial Officer
Judy K. Fox 45 Secretary
The director will hold office until the next annual meeting of
shareholders of Dyco and until his successor has been duly elected and
qualified. All executive officers serve at the discretion of the
Board of Directors.
53
<PAGE>
<PAGE>
Dennis R. Neill joined the Samson Companies in 1981, was named
Senior Vice President and Director of Dyco on June 18, 1991, and was
named President of Dyco on June 30, 1996. 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 of Samson
Investment Company; President and Director of Samson Properties
Incorporated, Samson Hydrocarbons Company, Geodyne Resources, Inc. and
its subsidiaries, Berry Gas Company, Circle L Drilling Company, and
Compression, Inc.; and President and Chairman of the Board of
Directors of Samson Securities Company.
Patrick M. Hall joined the Samson Companies in 1983, was named a
Vice President of Dyco on June 18, 1991, and was named Chief Financial
Officer of Dyco on June 30, 1996. 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 also serves as Senior Vice President - Controller of Samson
Investment Company.
Judy K. Fox joined the Samson Companies in 1990 and was named
Secretary of Dyco on June 30, 1996. Prior to joining the Samson
Companies, she served as Gas Contract Manager for Ely Energy Company.
Ms. Fox is also Secretary of Berry Gas Company, Circle L Drilling
Company, Compression, Inc., Geodyne Resources, Inc. and its
subsidiaries, Samson Hydrocarbons Company, and Samson Properties
Incorporated.
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, 1996:
54
<PAGE>
<PAGE>
Compensation/Reimbursement to Dyco and its affiliates
Three Years Ended December 31, 1996
Type of Compensation/Reimbursement(1) Expense
- ------------------------------------- -------------------------
1996 1995 1994
------- ------- -------
1985-1 Program
- --------------
Compensation:
Operations $ (2) $ (2) $ (2)
Gas Marketing $ (3) $ (3) $ (3)
Reimbursements:
General and Administrative,
Geological, and Engineering
Expenses and Direct
Expenses(4) $42,840 $42,840 $42,840
1985-2 Program
- --------------
Compensation:
Operations $ (2) $ (2) $ (2)
Gas Marketing $ (3) $ (3) $ (3)
Reimbursements:
General and Administrative,
Geological, and Engineering
Expenses and Direct
Expenses(4) $40,272 $40,272 $40,272
- ----------
(1) The authority for all of such compensation and reimbursement is
the Program Agreements. 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.
55
<PAGE>
<PAGE>
(3) During 1994 and 1995 El Paso, 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 and 1994, the 1985-1 Program sold $217,001 and
$332,912, respectively, of gas to El Paso. For the years ended
December 31, 1995 and 1994, the 1985-2 Program sold $71,328 and
$97,973, respectively, of gas to El Paso. After December 6,
1995, the Programs' gas was marketed by Dyco and its affiliates,
who were reimbursed for such activities as general and
administrative expenses.
(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 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, gas
marketing, 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, 1996:
56
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursement
Three Years Ended December 31, 1996
1985-1 Program
--------------
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(1)(2) 1994 - - - - - - -
1995 - - - - - - -
1996 - - - - - - -
Dennis R. Neill, 1996 - - - - - - -
President(2)(3)
All Executive
Officers,
Directors,
and Employees
as a group(4) 1994 $23,348 - - - - - -
1995 $23,391 - - - - - -
1996 $25,061 - - - - - -
- ----------
(1) Mr. Tholen served as President and Chief Executive Officer of Dyco until June 30, 1996.
(2) The general and administrative expenses paid by the 1985-1 Program and attributable to
salary reimbursements do not include any salary or other compensation attributable to Mr.
Tholen or Mr. Neill.
(3) Mr. Neill became President of Dyco on June 30, 1996.
(4) No officer or director of Dyco or its affiliates provides full-time services to the 1985-1
Program and no individual's salary or other compensation reimbursement from the 1985-1
Program equals or exceeds $100,000 per annum.
</TABLE>
57
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
1985-2 Program
--------------
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2) 1994 - - - - - - -
1995 - - - - - - -
1996 - - - - - - -
Dennis R. Neill, 1996 - - - - - - -
President(2)(3)
All Executive
Officers,
Directors,
and Employees
as a group(4) 1994 $21,948 - - - - - -
1995 $21,989 - - - - - -
1996 $23,559 - - - - - -
- ----------
(1) Mr. Tholen served as President and Chief Executive Officer of Dyco until June 30, 1996.
(2) The general and administrative expenses paid by the 1985-2 Program and attributable to
salary reimbursements do not include any salary or other compensation attributable to Mr.
Tholen or Mr. Neill.
(3) Mr. Neill became President of Dyco on June 30, 1996.
(4) No officer or director of Dyco or its affiliates provides full-time services to the 1985-2
Program and no individual's salary or other compensation reimbursement from the 1985-2
Program equals or exceeds $100,000 per annum.
58
<PAGE>
<PAGE>
In addition to the compensation/reimbursements noted above,
during the three years ended December 31, 1996, 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 January 31, 1997 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)
--------------------------------- -----------------
1985-1 Program:
--------------
Samson Resources Company 1,226.48 (29.6%)
All directors, officers, and
affiliates of Dyco as a group
and Dyco (5 persons) 1,226.48 (29.6%)
1985-2 Program:
--------------
Samson Resources Company 1,356.80 (31.0%)
All directors, officers, and
affiliates of Dyco as a group
and Dyco (5 persons) 1,356.80 (31.0%)
59
<PAGE>
<PAGE>
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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain affiliates of Dyco 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 such affiliates also create potential
conflicts of interest. An affiliate of Dyco owns a significant amount
of the Programs' Units and therefore has 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 Program Agreements 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.
60
<PAGE>
<PAGE>
Affiliates of the Program are solely responsible for the negotia-
tion, administration, and enforcement of oil and gas sales agreements
covering the Programs' leasehold interests. Because affiliates of the
Program who provide services to the Program 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.
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, Financial Statement Schedules, and
Exhibits.
(1) Financial Statements: The following financial
statements for the Programs as of December 31, 1996 and
1995 and for the years ended December 31, 1996, 1995,
and 1994 are filed as part of this report:
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.
(3) Exhibits:
4.1 Drilling Agreement dated April 1, 1985 for Dyco
Oil and Gas Program 1985-1 by and between Dyco Oil
and Gas Program 1985-1, 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 8, 1992 and is hereby
incorporated by reference.
61
<PAGE>
<PAGE>
4.2 Program Agreement dated April 1, 1985 for Dyco Oil
and Gas Program 1985-1 by and between Dyco
Petroleum Corporation and the Participants filed
as Exhibit 4.2 to Annual Report on Form 10-K for
the year ended December 31, 1991 on April 8, 1992
and is hereby incorporated by reference.
4.3 Amendment to Program Agreement for Dyco Oil and
Gas Program 1985-1 dated February 9, 1989 filed as
Exhibit 4.3 to Annual Report on Form 10-K for the
year ended December 31, 1991 on April 8, 1992 and
is hereby incorporated by reference.
4.4 Certificate of Limited Partnership, as amended,
for Dyco Oil and Gas Program 1985-1 Limited
Partnership filed as Exhibit 4.4 to Annual Report
on Form 10-K for the year ended December 31, 1991
on April 8, 1992 and is hereby incorporated by
reference.
4.5 Drilling Agreement dated August 26, 1985 for Dyco
Oil and Gas Program 1985-2 by and between Dyco Oil
and Gas Program 1985-2, Dyco Petroleum
Corporation, and Jaye F. Dyer filed as Exhibit 4.5
to Annual Report on Form 10-K for the year ended
December 31, 1991 on April 8, 1992 and is hereby
incorporated by reference.
4.6 Program Agreement dated August 26, 1985 for Dyco
Oil and Gas Program 1985-2 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 8, 1992
and is hereby incorporated by reference.
4.7 Amendment to Program Agreement for Dyco Oil and
Gas Program 1985-2 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 8, 1992 and
is hereby incorporated by reference.
4.8 Certificate of Limited Partnership, as amended,
for Dyco Oil and Gas Program 1985-2 Limited
Partnership filed as Exhibit 4.8 to Annual Report
on Form 10-K for the year ended December 31, 1991
on April 8, 1992 and is hereby incorporated by
reference.
62
<PAGE>
<PAGE>
*27.1 Financial Data Schedule containing summary
financial information extracted from the Dyco Oil
and Gas Program 1985-1 Limited Partnership's
financial statements as of December 31, 1996 and
for the year ended December 31, 1996.
*27.2 Financial Data Schedule containing summary
financial information extracted from the Dyco Oil
and Gas Program 1985-2 Limited Partnership's
financial statements as of December 31, 1996 and
for the year ended December 31, 1996.
All other Exhibits are omitted as inapplicable.
------------------
* Filed herewith.
(b) Reports on Form 8-K for the fourth quarter of 1996:
None.
63
<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 1985-1
LIMITED PARTNERSHIP
By: DYCO PETROLEUM CORPORATION
General Partner
February 20, 1997
By: /s/Dennis R. Neill
------------------------------
Dennis R. Neill
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/Dennis R. Neill President and Feb. 20, 1997
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall Chief Financial Feb. 20, 1997
------------------- Officer (Principal
Patrick M. Hall Financial and
Accounting Officer)
/s/Judy K. Fox Secretary Feb. 20, 1997
-------------------
Judy K. Fox
64
<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 1985-2
LIMITED PARTNERSHIP
By: DYCO PETROLEUM CORPORATION
General Partner
February 20, 1997
By: /s/Dennis R. Neill
------------------------------
Dennis R. Neill
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/Dennis R. Neill President and Feb. 20, 1997
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall Chief Financial Feb. 20, 1997
------------------- Officer (Principal
Patrick M. Hall Financial and
Accounting Officer)
/s/Judy K. Fox Secretary Feb. 20, 1997
-------------------
Judy K. Fox
65
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------
4.1 Drilling Agreement dated April 1, 1985 for Dyco Oil and Gas
Program 1985-1 by and between Dyco Oil and Gas Program 1985-
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 8, 1992 and is hereby
incorporated by reference.
4.2 Program Agreement dated April 1, 1985 for Dyco Oil and Gas
Program 1985-1 by and between Dyco Petroleum Corporation and
the Participants filed as Exhibit 4.2 to Annual Report on
Form 10-K for the year ended December 31, 1991 on April 8,
1992 and is hereby incorporated by reference.
4.3 Amendment to Program Agreement for Dyco Oil and Gas Program
1985-1 dated February 9, 1989 filed as Exhibit 4.3 to Annual
Report on Form 10-K for the year ended December 31, 1991 on
April 8, 1992 and is hereby incorporated by reference.
4.4 Certificate of Limited Partnership, as amended, for Dyco Oil
and Gas Program 1985-1 Limited Partnership filed as Exhibit
4.4 to Annual Report on Form 10-K for the year ended
December 31, 1991 on April 8, 1992 and is hereby incorpo-
rated by reference.
4.5 Drilling Agreement dated August 26, 1985 for Dyco Oil and
Gas Program 1985-2 by and between Dyco Oil and Gas Program
1985-2, Dyco Petroleum Corporation, and Jaye F. Dyer filed
as Exhibit 4.5 to Annual Report on Form 10-K for the year
ended December 31, 1991 on April 8, 1992 and is hereby
incorporated by reference.
4.6 Program Agreement dated August 26, 1985 for Dyco Oil and Gas
Program 1985-2 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 8,
1992 and is hereby incorporated by reference.
4.7 Amendment to Program Agreement for Dyco Oil and Gas Program
1985-2 Limited Partnership 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 8, 1992 and is hereby incorpo-
rated by reference.
66
<PAGE>
<PAGE>
4.8 Certificate of Limited Partnership, as amended, for Dyco Oil
and Gas Program 1985-2 Limited Partnership filed as Exhibit
4.8 to Annual Report on Form 10-K for the year ended
December 31, 1991 on April 8, 1992 and is hereby incorpo-
rated by reference.
*27.1 Financial Data Schedule containing summary financial
information extracted from the Dyco Oil and Gas Program
1985-1 Limited Partnership's financial statements as of
December 31, 1996 and for the year ended December 31, 1996.
*27.2 Financial Data Schedule containing summary financial
information extracted from the Dyco Oil and Gas Program
1985-2 Limited Partnership's financial statements as of
December 31, 1996 and for the year ended December 31, 1996.
- ------------------
* Filed herewith.
67
<PAGE>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000751255
<NAME> DYCO OIL & GAS PROGRAM 1985-1 LIMITED PARTNERSHIP
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 86,724
<SECURITIES> 0
<RECEIVABLES> 95,458
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 182,182
<PP&E> 20,981,357
<DEPRECIATION> 20,803,650
<TOTAL-ASSETS> 375,408
<CURRENT-LIABILITIES> 5,916
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 339,790
<TOTAL-LIABILITY-AND-EQUITY> 375,408
<SALES> 408,826
<TOTAL-REVENUES> 411,171
<CGS> 0
<TOTAL-COSTS> 175,880
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 235,291
<INCOME-TAX> 0
<INCOME-CONTINUING> 235,291
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 235,291
<EPS-PRIMARY> 57
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000751256
<NAME> DYCO OIL & GAS PROGRAM 1985-2 LIMITED PARTNERSHIP
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 86,273
<SECURITIES> 0
<RECEIVABLES> 46,545
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 132,818
<PP&E> 22,443,455
<DEPRECIATION> 22,371,239
<TOTAL-ASSETS> 244,561
<CURRENT-LIABILITIES> 6,198
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 225,464
<TOTAL-LIABILITY-AND-EQUITY> 244,561
<SALES> 230,192
<TOTAL-REVENUES> 232,494
<CGS> 0
<TOTAL-COSTS> 141,199
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 91,295
<INCOME-TAX> 0
<INCOME-CONTINUING> 91,295
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 91,295
<EPS-PRIMARY> 21
<EPS-DILUTED> 0
</TABLE>
