UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
MARK ONE
|X| ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended December 31, 1996
|_| TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 2-89194
MAY DRILLING PARTNERSHIP 1984-3
MAY LIMITED PARTNERSHIP 1984-3
(Exact name of registrant as specified in its charter)
75-1994687
Texas 75-1994682
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4582 South Ulster Street Parkway
Suite 1700
Denver, Colorado 80237
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 850-7373
Securities Registered Pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
None None
Securities Registered Pursuant to Section 12(g) of the Act:
Units of Participation, $1,000 Per Unit
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X|
No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|
Page 1 of 23
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE:
Part of Form 10-K into
Document which it is incorporated
The General Partnership Agreement and the Limited
Partnership Agreement filed as an Exhibit to
Registration Statement No. 2-89194 Part IV
-2-
<PAGE>
PART I
ITEM 1 - BUSINESS
May Drilling Partnership 1984-3 (the "Drilling or General Partnership") and May
Limited Partnership 1984-3 (the "Limited Partnership") were organized by May
Petroleum Inc. ("May") to explore for and develop oil and gas reserves primarily
in Texas, Oklahoma and Louisiana. Funds received from the sale and production of
oil and gas reserves are used to pay the obligations of the Limited Partnership.
Funds not required by the Limited Partnership as working capital are distributed
to the participants in the Drilling Partnership and the general partner.
The general partner of the Limited Partnership is EDP Operating, Ltd.,
which is one of the operating partnerships for Hallwood Energy Partners, L. P.
("HEP"). The Drilling Partnership is the sole limited partner of the Limited
Partnership. The Limited Partnership does not have any subsidiaries, nor does it
engage in any other kind of business. The Limited Partnership has no employees
and is operated by Hallwood Petroleum, Inc. ("HPI"), a subsidiary of HEP. In
February 1997, HPI employed 127 full-time employees.
Pursuant to the terms of the general partnership agreement and the limited
partnership agreement, HEP is obligated, from time to time, to contribute
certain amounts, in property, cash or unreimbursed services, to the Limited
Partnership. As of December 31, 1996, all such required contributions had been
accrued.
Participation in Expenses and Revenues
The principal expenses and revenues of the Limited Partnership are shared by the
general partner and the Drilling Partnership as shown in the following table.
The charges and credits to participants in the Drilling Partnership are shared
among the participants in proportion to their ownership of units of
participation.
<TABLE>
<CAPTION>
Drilling General
Partnership Partner
<S> <C> <C>
Abandonment expenses (1) 99% 1%
Noncapital expenses 99% 1%
Direct expenses 99% 1%
Lease acquisition expenses 100%
Capital expenses 100%
Oil and gas revenues (2) (2)
Operating expenses (2) (2)
Special projects (2) (2)
General and administrative overhead (2) (2)
</TABLE>
(1) Includes expenses that would otherwise be allocated as lease
acquisition expenses and/or capital expenses but that relate to
abandoned properties.
(2) Such items were shared 70% by the Drilling Partnership and 30% by the
general partner until December 31, 1984. As of December 31, 1984, and
as of December 31 of each year thereafter, the sharing of such items
is adjusted so the general partner's allocation equals the percentage
that the amount of Limited Partnership expenses allocated to the
general partner bears to the aggregate amount of Limited Partnership
expenses allocated to the general partner and the Drilling
Partnership, plus 15 percentage points, but in no event will the
general partner's allocation exceed 50%. The sharing ratio for each of
the last three years was:
-3-
<PAGE>
<TABLE>
<CAPTION>
1996 1995 1994
------ ------ -----
<S> <C> <C> <C>
Limited Partner 66.4% 66.7% 66.9%
General Partner 33.6% 33.3% 33.1%
</TABLE>
In 1997, the sharing ratio will be 66.1% to the limited partner and 33.9% to the
general partner.
To the extent that the characterization of any expense of the Limited
Partnership depends on its deductibility for federal income tax purposes, the
proper characterization is determined by the general partner (according to its
intended characterization on the Limited Partnership's federal income tax
return) in good faith at the time the expense is to be charged or credited. Such
characterization will control related charges and credits to the partners
regardless of any subsequent determination by the Internal Revenue Service or a
court of law that the reported expenses should be otherwise characterized for
tax purposes.
Competition
Oil and gas must compete with coal, atomic energy, hydro-electric power and
other forms of energy. See also "Marketing" for a discussion of the market
structure for oil and gas sales.
Regulation
Production and sale of oil and gas is subject to federal and state governmental
regulations in a variety of ways including environmental regulations, labor law,
interstate sales, excise taxes and federal, state and Indian lands royalty
payments. Failure to comply with these regulations may result in fines,
cancellation of licenses to do business and cancellation of federal, state or
Indian leases.
The production of oil and gas is subject to regulation by the state regulatory
agencies in the states in which the Limited Partnership does business. These
agencies make and enforce regulations to prevent waste of oil and gas and to
protect the rights of owners to produce oil and gas from a common reservoir. The
regulatory agencies regulate the amount of oil and gas produced by assigning
allowable production rates to wells capable of producing oil and gas.
Federal Income Tax Considerations
The Limited Partnership and the General Partnership are partnerships for federal
income tax purposes. Consequently, they are not taxable entities; rather, all
income, gains, losses, deductions and credits are passed through and taken into
account by the partners on their individual federal income tax returns. In
general, distributions are not subject to tax so long as such distributions do
not exceed the partner's adjusted tax basis. Any distributions in excess of the
partner's adjusted tax basis are taxed generally as capital gains.
Marketing
The oil and gas produced from the properties owned by the Limited Partnership
has typically been marketed through normal channels for such products. Oil has
generally been sold to purchasers at field prices posted by the principal
purchasers of crude oil in the areas where the producing properties are located.
The majority of the Limited Partnership's gas production is sold on the spot
market and is transported in intrastate and interstate pipelines. Both oil and
natural gas are purchased by refineries, major oil companies, public utilities
and other users and processors of petroleum products.
-4-
<PAGE>
Factors which, if they were to occur, might adversely affect the Limited
Partnership include decreases in oil and gas prices, the availability of a
market for production, rising operational costs of producing oil and gas,
compliance with and changes in environmental control statutes and increasing
costs and difficulties of transportation.
Significant Customers
For the years ended December 31, 1996, 1995 and 1994, purchases by each of the
following companies exceeded 10% of the total oil and gas revenues of the
Limited Partnership.
<TABLE>
<CAPTION>
1996 1995 1994
------ ------ -----
<S> <C> <C> <C>
Conoco Inc. 56% 72% 60%
TXG Gas Marketing 30%
Koch Oil Company 20%
</TABLE>
Although the Limited Partnership sells the majority of its production to a small
number of purchasers, there are numerous other purchasers in the area, so the
loss of any significant customer would not adversely affect the Limited
Partnership's operations.
Environmental Considerations
The exploration for, and development of, oil and gas involve the extraction,
production and transportation of materials which, under certain conditions, can
be hazardous or can cause environmental pollution problems. In light of the
present general interest in environmental problems, the general partner cannot
predict what effect possible future public or private action may have on the
business of the Limited Partnership. The general partner is continually taking
actions it believes necessary in its operations to ensure conformity with
applicable federal, state and local environmental regulations and does not
presently anticipate that the compliance with federal, state and local
environmental regulations will have a material adverse effect upon capital
expenditures, earnings or the competitive position of the Limited Partnership in
the oil and gas industry.
Insurance Coverage
The Limited Partnership is subject to all the risks inherent in the exploration
for, and development of, oil and gas, including blowouts, fires and other
casualties. The Limited Partnership maintains insurance coverage as is customary
for entities of a similar size engaged in operations similar to the Limited
Partnership's, but losses can occur from uninsurable risks or in amounts in
excess of existing insurance coverage. The occurrence of an event which is not
insured or not fully insured could have an adverse impact upon the Limited
Partnership's earnings and financial position.
ITEM 2 - PROPERTIES
The Limited Partnership's oil and gas reserves are concentrated in one prospect
in south Louisiana. Natural gas accounts for 67% of estimated future gross
revenues in the Limited Partnership's reserve report as of December 31, 1996.
Significant Prospect
At December 31, 1996, the following prospect accounted for all of the Limited
Partnership's proved oil and gas reserves. Reserve quantities were obtained from
the December 31, 1996 reserve report prepared by HPI's petroleum engineers.
-5-
<PAGE>
Montet Prospect. The Montet prospect is located in Lafayette Parish, Louisiana.
The Limited Partnership's interest in the prospect contains one productive well
(the Freddie Aker) and has estimated remaining net proved reserves of 37,000
bbls of oil and 395,000 mcf of gas as of December 31, 1996. The Limited
Partnership's working interest in this well is 15%. The prospect produces from
one zone, the Bol Mex 3 formation at 15,275 feet.
ITEM 3 - LEGAL PROCEEDINGS
For a description of legal proceedings affecting The Limited Partnership, please
refer to Item 8--Note 4.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS
No matter was submitted to a vote of participants during the fourth quarter of
1996.
PART II
ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
a) The registrant's securities consist of partnership interests which are
not traded on any exchange and for which no established public trading
market exists.
b) As of December 31, 1996, there were approximately 531 holders of
record of partnership interests in the Drilling Partnership.
c) Distributions paid by the Limited Partnership were as follows
(in thousands):
General Limited
Partner Partner
1996 $638 $1,202
1995 407 758
1994 523 991
ITEM 6 - SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
For the Limited Partnership
As of or for the Year Ended December 31,
-----------------------------------------
1996 1995 1994 1993 1992
------ ------ ------ ------ -----
(In thousands)
<S> <C> <C> <C> <C> <C>
Total revenues $2,301 $1,338 $1,657 $1,271 $1,941
Oil and gas revenues 2,286 1,323 1,646 1,261 1,932
Net income 2,063 1,139 1,462 1,065 1,577
Working capital 913 654 650 673 1,224
Total assets 925 670 664 688 1,272
Partners' capital 913 654 650 673 1,257
</TABLE>
-6-
<PAGE>
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources
Material changes in the Limited Partnership's cash position for the years ended
December 31, 1996 and 1995 are summarized as follows:
<TABLE>
<CAPTION>
1996 1995
------ -----
(In thousands)
<S> <C> <C>
Cash provided by operating activities $ 1,939 $ 1,108
Distributions to partners (1,840) (1,165)
Contributions from partners 30 29
Additions to oil and gas properties (12) (3)
-------- --------
Increase (decrease) in cash $ 117 $ (31)
------- =======
</TABLE>
Cash provided by operating activities in 1996 was used primarily for
distributions to partners. Future distributions depend on, among other things,
continuation of current or higher oil and gas prices and markets for production.
The Limited Partnership has net working capital of $913,000 at December 31,
1996. This working capital, together with cash flows generated from operations,
may be used to fund future distributions.
Proved reserves and discounted future net revenues valued at year-end prices
(discounted at 10% and before general and administrative expenses) attributable
to proved reserves were estimated at 37,000 bbls and 395,000 mcf valued at
$2,457,000 in 1996 and 39,000 bbls and 383,000 mcf valued at $1,423,000 in 1995.
The Partnership's oil and gas reserves were revised upward during 1996 based
upon the continued performance of the Freddie Aker well.
Results of Operations
1996 Compared to 1995
Oil Revenue
Oil revenue increased $243,000 during 1996 as compared with 1995. The increase
is comprised of a 15% increase in production, combined with an increase in the
average price from $17.67 per barrel in 1995 to $21.40 per barrel in 1996. The
increase in production from 35,169 barrels in 1995 to 40,359 barrels in 1996 is
primarily due to increased state allowable production limits partially offset by
normal production declines.
Gas Revenue
Gas revenue increased $720,000 during 1996 as compared with 1995. The increase
is due to an increase in the average gas price from $1.98 per mcf during 1995 to
$3.15 per mcf during 1996 combined with a 28% increase in production. The
increase in production from 353,904 mcf in 1995 to 451,691 mcf in 1996 is due to
increased state allowable production limits partially offset by normal
production declines.
Lease Operating
Lease operating expense increased $9,000 during 1996 as compared with 1995
primarily due to increased maintenance activity during 1996.
-7-
<PAGE>
Production Taxes
Production taxes increased $38,000 during 1996 as compared with 1995 as a result
of increased oil and gas production during 1996 as discussed above.
General and Administrative
General and administrative expenses decreased $9,000 during 1996 as compared
with 1995 primarily due to a decrease in the allocation of overhead from the
general partner.
Depletion
Depletion expense increased $9,000 during 1996 as compared with 1995 due to an
increase in capitalized costs during 1996.
1995 Compared to 1994
Oil Revenue
Oil revenue decreased $37,000 during 1995 as compared with 1994. The decrease is
comprised of a 14% decrease in production, partially offset by an increase in
the average price from $16.18 per barrel in 1994 to $17.67 per barrel in 1995.
The decrease in production from 40,675 barrels in 1994 to 35,169 barrels in 1995
is primarily due to decreased state allowable production limits combined with
normal production declines.
Gas Revenue
Gas revenue decreased $286,000 during 1995 as compared with 1994. The decrease
is due to a decrease in the average gas price from $2.27 per mcf during 1994 to
$1.98 per mcf during 1995 combined with a 19% decrease in production. The
decrease in production from 435,640 mcf in 1994 to 353,904 mcf in 1995 is due to
decreased state allowable production limits as well as normal production
declines.
Lease Operating
Lease operating expense increased $3,000 during 1995 as compared with 1994
primarily due to increased maintenance activity during 1995.
Production Taxes
Production taxes decreased $9,000 during 1995 as compared with 1994 as a result
of decreased oil and gas revenue during 1995.
General and Administrative
General and administrative expenses increased $2,000 during 1995 as compared
with 1994 primarily due to an increase in the allocation of overhead from the
general partner.
Depletion
Depletion expense increased $3,000 during 1995 as compared with 1994 due to an
increase in capitalized costs during 1995.
-8-
<PAGE>
Litigation Settlement
Litigation settlement expense during 1995 represents the costs of a lawsuit
settlement which is further discussed in Item 8 - Note 4 of this Form 10-K.
-9-
<PAGE>
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
<TABLE>
<CAPTION>
INDEX TO FINANCIAL STATEMENTS
Page
FINANCIAL STATEMENTS:
<S> <C>
Independent Auditors' Report 11
Balance Sheets at December 31, 1996 and 1995 -
May Drilling Partnership 1984-3 12
Balance Sheets at December 31, 1996 and 1995 -
May Limited Partnership 1984-3 13
Statements of Operations for the Years Ended
December 31, 1996, 1995 and 1994 -
May Limited Partnership 1984-3 14
Statements of Changes in Partners' Capital for the Years Ended December 31,
1996, 1995 and 1994 -
May Limited Partnership 1984-3 15
Statements of Cash Flows for the Years Ended
December 31, 1996, 1995 and 1994 -
May Limited Partnership 1984-3 16
Notes to Financial Statements - May Drilling Partnership 1984-3
and May Limited Partnership 1984-3 17-20
SUPPLEMENTAL OIL AND GAS RESERVE INFORMATION (UNAUDITED) 21
</TABLE>
-10-
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners of May Drilling Partnership 1984-3 and
May Limited Partnership 1984-3:
We have audited the financial statements of May Drilling Partnership 1984-3
("General Partnership") and May Limited Partnership 1984-3 ("Limited
Partnership") as of December 31, 1996 and 1995 and for each of the three years
in the period ended December 31, 1996, listed in the accompanying index at Item
8. These financial statements are the responsibility of the Partnerships'
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the General Partnership and the Limited
Partnership at December 31, 1996 and 1995, and the results of operations and
cash flows of the Limited Partnership for each of the three years in the period
ended December 31, 1996 in conformity with generally accepted accounting
principles.
DELOITTE & TOUCHE LLP
Denver, Colorado
February 28, 1997
-11-
<PAGE>
<TABLE>
<CAPTION>
MAY DRILLING PARTNERSHIP 1984-3
BALANCE SHEETS
(In thousands)
December 31, December 31,
1996 1995
ASSETS
<S> <C> <C>
Investment in May Limited Partnership 1984-3 $482 $317
=== ===
PARTNERS' CAPITAL
Partners' Capital $482 $317
=== ===
<FN>
Note: The statements of operations, changes in partners' capital and cash
flows for May Drilling Partnership 1984-3 are not presented because
such information is equal to the Limited Partners' share of such
activity as presented in the May Limited Partnership 1984-3 financial
statements. The May Drilling Partnership carries its investment in May
Limited Partnership 1984-3 on the equity method. The May Limited
Partnership 1984-3 financial statements should be read in conjunction
with this balance sheet.
</FN>
<FN>
The accompanying notes are an integral
part of the financial statements.
</FN>
</TABLE>
-12-
<PAGE>
<TABLE>
<CAPTION>
MAY LIMITED PARTNERSHIP 1984-3
BALANCE SHEETS
(In thousands)
December 31, December 31,
1996 1995
ASSETS
CURRENT ASSETS
<S> <C> <C>
Cash and cash equivalents $ 390 $ 273
Accrued oil and gas revenues 367 281
Due from affiliate 132 86
Contributions receivable from general partner 36 30
------- ------
Total 925 670
------ ------
OIL AND GAS PROPERTIES, using the
full cost method of accounting 7,641 7,629
Less accumulated depletion (7,641) (7,629)
------ ------
Net oil and gas properties
TOTAL ASSETS $ 925 $ 670
======= ======
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 12 $ 16
-------- ------
PARTNERS' CAPITAL
General Partner 431 337
Limited Partner 482 317
------- ------
Total 913 654
------- ------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 925 $ 670
======= ======
<FN>
The accompanying notes are an integral
part of the financial statements.
</FN>
-13-
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MAY LIMITED PARTNERSHIP 1984-3
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(In thousands, except for Units)
1996 1995 1994
------ ------ -----
REVENUES
<S> <C> <C> <C>
Oil revenue $ 864 $ 621 $ 658
Gas revenue 1,422 702 988
Interest income 15 15 11
-------- ------- --------
Total 2,301 1,338 1,657
------ ------ ------
COSTS AND EXPENSES
Lease operating 38 29 26
Production taxes 143 105 114
General and administrative 36 45 43
Depletion 12 3
Litigation settlement 8
Professional services and other 9 9 12
-------- -------- --------
Total 238 199 195
------- ------- -------
NET INCOME $ 2,063 $ 1,139 $ 1,462
====== ====== ======
ALLOCATION OF NET INCOME:
General Partner $ 696 $ 382 $ 486
======= ======= =======
Limited Partner $ 1,367 $ 757 $ 976
====== ======= =======
Per initial $1,000 Limited Partner
investment $207.15 $114.71 $147.90
====== ====== ======
Weighted average initial $1,000 Limited
Partner investment units outstanding 6,599 6,599 6,599
====== ====== =======
<FN>
The accompanying notes are an integral
part of the financial statements.
</FN>
</TABLE>
-14-
<PAGE>
<TABLE>
<CAPTION>
MAY LIMITED PARTNERSHIP 1984-3
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(In thousands)
General Limited
Partner Partner Total
<S> <C> <C> <C>
BALANCE, December 31, 1993 $ 340 $ 333 $ 673
Capital contributions 29 29
Net income 486 976 1,462
Distributions (523) (991) (1,514)
------ ------ ------
BALANCE, December 31, 1994 332 318 650
Capital contributions 30 30
Net income 382 757 1,139
Distributions (407) (758) (1,165)
------ ------ ------
BALANCE, December 31, 1995 337 317 654
Capital contributions 36 36
Net income 696 1,367 2,063
Distributions (638) (1,202) (1,840)
----- ------ ------
BALANCE, December 31, 1996 $ 431 $ 482 $ 913
===== ======= =======
<FN>
The accompanying notes are an integral
part of the financial statements.
</FN>
</TABLE>
-15-
<PAGE>
<TABLE>
<CAPTION>
MAY LIMITED PARTNERSHIP 1984-3
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(In thousands)
1996 1995 1994
------ ------ -----
OPERATING ACTIVITIES:
<S> <C> <C> <C>
Net income $ 2,063 $ 1,139 $ 1,462
Adjustment to reconcile net income
to net cash provided by operating
activities:
Depletion 12 3
------- --------
Cash from operations
before working capital changes 2,075 1,142 1,462
Changes in assets and liabilities provided (used) cash:
Accrued oil and gas revenues (86) (49) 116
Due from affiliate (46) 13 (40)
Accounts payable and accrued
liabilities (4) 2 (1)
-------- -------- --------
Net cash provided by
operating activities 1,939 1,108 1,537
------ ------ ------
INVESTING ACTIVITIES:
Additions to oil and gas properties (12) (3)
------- --------
FINANCING ACTIVITIES:
Distributions to partners (1,840) (1,165) (1,514)
Contributions from partners 30 29 26
------- ------- --------
Net cash used in financing
activities (1,810) (1,136) (1,488)
------ ------ ------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 117 (31) 49
CASH AND CASH EQUIVALENTS:
BEGINNING OF YEAR 273 304 255
------- ------- -------
END OF YEAR $ 390 $ 273 $ 304
======= ======= =======
<FN>
The accompanying notes are an integral
part of the financial statements.
</FN>
</TABLE>
-16-
<PAGE>
MAY DRILLING PARTNERSHIP 1984-3
AND
MAY LIMITED PARTNERSHIP 1984-3
NOTES TO FINANCIAL STATEMENTS
(1) ACCOUNTING POLICIES AND OTHER MATTERS
General Partnership
May Drilling Partnership 1984-3, a Texas general partnership (the
"General Partnership"), was organized by May Petroleum Inc. ("May")
for the purpose of oil and gas exploration through May Limited
Partnership 1984-3 (the "Limited Partnership"). The General
Partnership was formed on November 7, 1984, with investors
("Participants") subscribing an aggregate of $6,599,000 in assessable
$1,000 units. After the expenditure of the initial contributions of
the Participants, additional mandatory assessments from each
Participant are provided for under the terms of the general
partnership agreement in an amount up to 25% of the initial
contribution of the Participant. During 1985, May assessed the
Participants 5% of initial contributions. No additional assessments
have been made since 1985.
The general partnership agreement requires that the manager, Hallwood
Energy Partners, L. P. ("HEP"), offer to repurchase partnership
interests from Participants for cash at amounts to be determined by
appraisal (as set forth in the partnership agreement) of the Limited
Partnership's net assets no later than December 31, 1988, and during
each succeeding year, if such net assets are positive. The manager has
made repurchase offers in each year since 1989 and intends to make a
repurchase offer in 1997.
As the General Partnership is the sole limited partner of the Limited
Partnership, its results of operations, changes in partners' capital
and cash flows are equal to the limited partner's share of the Limited
Partnership's results of operations, changes in partners' capital and
cash flows as set forth herein. Therefore, separate statements of
operations, changes in partners' capital and cash flows are not
presented for the General Partnership.
Limited Partnership
The Limited Partnership, a Texas limited partnership, was organized by
May and the General Partnership, for the purpose of oil and gas
exploration and production of crude oil, natural gas and petroleum
products. The Limited Partnership's oil and gas reserves are
concentrated in one prospect in south Louisiana. Among other things,
the terms of the Limited Partnership agreement (the "Agreement") give
the general partner the authority to borrow funds. The Agreement also
requires that the general partner's total capital contributions to the
Limited Partnership as of each year end, including unrecovered general
partner acreage and equipment advances, must be compared to total
Limited Partnership expenditures from inception to date, and if such
contributions are less than 15% of such expenditures, an additional
contribution in the amount of the deficiency is required. As of
December 31, 1996, all such contributions had been accrued.
On June 30, 1987, May sold to HEP all of its economic interest in the
Limited Partnership and account receivable balances due from the
Limited Partnership. HEP became the general partner of the Limited
Partnership in 1988.
-17-
<PAGE>
Sharing of Costs and Revenues
Capital costs, as defined by the Agreement, for commercially
productive wells and the costs related to the organization of the
Limited Partnership are borne by the general partner. Noncapital costs
and direct expenses, as defined by the Agreement, are charged 1% to
the general partner and 99% to the limited partner. Oil and gas sales,
operating expenses and general and administrative overhead are shared
so that the general partner's allocation will equal the percentage
that the amount of Limited Partnership expenses, as defined, allocated
to the general partner bears to the aggregate amount of Limited
Partnership expenses allocated to the general partner and the limited
partner, plus 15 percentage points, but in no event will the general
partner's allocation exceed 50%. The sharing ratio for each of the
last three years was as follows:
<TABLE>
<CAPTION>
1996 1995 1994
------ ------ -----
<S> <C> <C> <C>
Limited Partner 66.4% 66.7% 66.9%
General Partner 33.6% 33.3% 33.1%
</TABLE>
Significant Customers
For the years ended December 31, 1996, 1995 and 1994, purchases by
each of the following companies exceeded 10% of the total oil and gas
revenues of the Limited Partnership:
<TABLE>
<CAPTION>
1996 1995 1994
------ ------ -----
<S> <C> <C> <C>
Conoco Inc. 56% 72% 60%
TKG Gas Marketing 30%
Koch Oil Company 20%
</TABLE>
Although the Limited Partnership sells the majority of its production
to a small number of purchasers, there are numerous other purchasers
in the area, so the loss of any significant customer would not
adversely affect the Limited Partnership's operations.
Income Taxes
No provision for federal income taxes is included in the financial
statements of the Limited Partnership or the General Partnership
because, as partnerships, they are not subject to federal income tax
and the tax effects of their activities accrue to the partners. The
partnerships' tax returns, the qualification of the General and
Limited Partnerships as partnerships for federal income tax purposes,
and the amount of taxable income or loss are subject to examination by
federal and state taxing authorities. If such examinations result in
changes to the partnerships' taxable income or loss, the tax liability
of the partners could change accordingly.
Oil and Gas Properties
The Limited Partnership follows the full cost method of accounting for
oil and gas properties and, accordingly, capitalizes all costs
associated with the exploration and development of oil and gas
reserves.
The capitalized costs of evaluated properties, including the estimated
future costs to develop proved reserves, are amortized on the units of
production basis. Full cost amortization per dollar of gross oil and
gas revenues was $.01 in 1996 and 1995, and $-0- in 1994.
Capitalized costs are limited to an amount not to exceed the present
value of estimated future net cash flows. No valuation adjustment was
required in 1996, 1995 or 1994.
-18-
<PAGE>
Generally no gains or losses are recognized on the sale or disposition
of oil and gas properties. Maintenance and repairs are charged against
income when incurred.
Gas Balancing
The Limited Partnership uses the sales method for accounting for gas
balancing. Under this method, the Limited Partnership recognizes
revenue on all of its sales of production, and any over production or
under production is recovered at a future date.
As of December 31, 1996 the net imbalance to the Limited Partnership's
interest is not considered material. Current imbalances can be made up
with production from the existing well.
Use of Estimates
The preparation of the financial statements for the Limited
Partnership and General Partnership 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 these estimates.
Related Party Transactions
Hallwood Petroleum, Inc. ("HPI"), a subsidiary of the general partner,
pays all costs and expenses of operations and receives all revenues
associated with the Limited Partnership's properties. At month end,
HPI distributes revenues in excess of costs to the Limited
Partnership. The amounts due from HPI were $132,000 and $86,000 as of
December 31, 1996 and 1995, respectively. These balances represent net
revenues less operating costs and expenses.
Cash Flows
All highly liquid investments purchased with an original maturity of
three months or less are considered to be cash equivalents.
Reclassifications
Certain reclassifications have been made to prior years' amounts to
conform to the classifications used in the current year.
(2) GENERAL AND ADMINISTRATIVE OVERHEAD
HPI conducts the day to day operations of the Limited Partnership and
other affiliated partnerships of HEP. The costs of operating the
entities are allocated to each entity based upon the time spent on
that entity. General and administrative overhead allocated by HPI to
the Limited Partnership totaled $36,000 in 1996, $45,000 in 1995 and
$43,000 in 1994.
-19-
<PAGE>
(3) INCOME TAXES
As a result of the differences in the accounting treatment of certain
items for income tax purposes as opposed to financial reporting
purposes, primarily depreciation, depletion and amortization of oil
and gas properties and the recognition of intangible drilling costs as
an expense or capital item, the income tax basis of oil and gas
properties differs from the basis used for financial reporting
purposes. At December 31, 1996 and 1995, the income tax bases of the
Partnership's oil and gas properties were approximately $8,000 and
$6,600, respectively.
(4) LITIGATION SETTLEMENT
In the fourth quarter of 1995, the parties settled the lawsuit styled
Stutes v. Hallwood Petroleum, Inc. et al. The plaintiff alleged that
as a result of exposure to benzene in the petroleum he was hauling
from various wells owned and operated by the Limited Partnership and
the approximately 80 other named defendants, he contracted myelogenous
leukemia. The Limited Partnership's share of the settlement not
covered by insurance was $8,000.
-20-
<PAGE>
SUPPLEMENTAL OIL AND GAS RESERVE INFORMATION
(Unaudited)
The following tables contain certain costs and reserve information related to
the Limited Partnership's oil and gas activities. The Limited Partnership has no
long-term supply agreements and all reserves are located within the United
States.
<TABLE>
<CAPTION>
Costs Incurred -
For the Years Ended December 31,
1996 1995 1994
------ ------ -----
(In thousands)
<S> <C> <C> <C>
Development costs $12 $ 3 $
== == ==
</TABLE>
<TABLE>
<CAPTION>
Oil and Gas Reserves (valued at year-end prices discounted at 10%) -
1996 1995 1994
------ ------ -----
Bbls Mcf Bbls Mcf Bbls Mcf
(In thousands)
Total Proved Reserves:
<S> <C> <C> <C> <C> <C> <C>
Beginning of period 39 383 36 320 29 259
Revisions to previous estimates 38 464 38 417 48 497
Production (40) (452) (35) (354) (41) (436)
--- ---- --- ---- --- ----
End of Period 37 395 39 383 36 320
=== ==== === ==== === ====
Proved Developed Reserves:
Beginning of period 39 383 36 320 29 259
=== ==== === ==== === ====
End of period 37 395 39 383 36 320
=== ==== === ==== === ====
</TABLE>
Certain reserve value information is provided directly to partners pursuant to
the Agreement. Accordingly, such information is not presented herein.
-21-
<PAGE>
ITEM 9 - DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Drilling Partnership and Limited Partnership are managed by
affiliates of HEP and do not have directors or executive officers.
ITEM 11 - EXECUTIVE COMPENSATION
The partnerships pay no salaries or other direct remuneration to
officers, directors or key employees of the general partner or HPI.
The Limited Partnership reimburses the general partner for general
and administrative costs incurred on behalf of the partnerships.
See Note 2 to the Financial Statements.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
To the knowledge of the general partner, no person owns of record
or beneficially more than 5% of the Drilling Partnership's
outstanding units, other than HEP, the address of which is 4582 S.
Ulster Street Parkway, Denver, Colorado 80237, and which
beneficially owns approximately 37.8% of the outstanding units. The
general partner of HEP is HEPGP Ltd.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For information with respect to the Limited Partnership and its
relationships and transactions with the general partner, see Part
I, Item 1 and Part II, Item 7.
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
a. Financial Statements and Schedules:
See Index at Item 8.
b. Reports on Form 8-K - None.
c. Exhibits:
3.1 The General Partnership Agreement and the Limited Partnership
Agreement filed as an Exhibit to Registration Statement No.
2-89194, are incorporated herein by reference.
-22-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Partnerships have duly caused this report to be
signed on their behalf by the undersigned, thereunto duly authorized.
MAY DRILLING PARTNERSHIP 1984-3
MAY LIMITED PARTNERSHIP 1984-3
By: EDP OPERATING, LTD., GENERAL PARTNER
By: HALLWOOD G.P., Inc.
General Partner
By: /s/William L. Guzzetti
William L. Guzzetti
President, Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Signature Title Date
/s/Robert S. Pfeiffer Vice President February 28, 1997
- --------------------- -----------------
Robert S. Pfeiffer (Principal Accounting Officer)
Document:P:\\DOC\MAY84-3K.DOC
-23-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Form 10-K
the year ended December 31, 1996 for May Limited Partnership 1984-3 and is
qualified in its entirety by reference to such Form 10-K.
</LEGEND>
<CIK> 0000765946
<NAME> May Limited Partnership 1984-3
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-mos
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-END> Dec-31-1996
<CASH> 390
<SECURITIES> 0
<RECEIVABLES> 535
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 925
<PP&E> 7,641
<DEPRECIATION> 7,641
<TOTAL-ASSETS> 925
<CURRENT-LIABILITIES> 12
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 913
<TOTAL-LIABILITY-AND-EQUITY> 925
<SALES> 2,286
<TOTAL-REVENUES> 2,301
<CGS> 0
<TOTAL-COSTS> 181
<OTHER-EXPENSES> 9
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,063
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,063
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,063
<EPS-PRIMARY> 207.15
<EPS-DILUTED> 207.15
</TABLE>
