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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: FEBRUARY 20, 1996
KELLEY OIL & GAS PARTNERS, LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-9042 76-0135263
(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
601 JEFFERSON ST.
SUITE 1100
HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (713) 652-5200
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ITEM 1. CHANGE IN CONTROL OF THE PARTNERSHIP
Kelley Oil & Gas Partners, Ltd. (the "Partnership") is owned 99.98%
by Kelley Oil & Gas Corporation ("KOGC"), the parent company of the
Partnership's managing general partner, Kelley Oil Corporation ("Kelley
Oil"). On February 15, 1996, KOGC issued 48 million shares of its common
stock to Contour Production Company L.L.C. ("Contour") upon the closing of a
Stock Purchase Agreement between KOGC and Contour (the "Purchase Agreement").
The newly issued shares represent 49.8% of KOGC's voting power. In
accordance with the Purchase Agreement, KOGC also issued Contour an option to
purchase up to 27 million additional common shares of KOGC upon satisfaction
of certain conditions, including the absence of any KOGC or Partnership debt
repurchase or redemption obligations as a result of the purchase. In
connection with the closing under the Purchase Agreement, KOGC entered into
employment agreements with John F. Bookout, President of Contour, and other
new executives named by him, reduced the size of its board of directors (the
"Board") to seven members and reconstituted the Board with three continuing
directors and four designees of Contour identified in an Information
Statement previously mailed to stockholders of KOGC.
ITEM 4. CHANGES IN THE PARTNERSHIP'S CERTIFYING ACCOUNTANT
In connection with the closing under the Purchase Agreement, the
Partnership dismissed Ernst & Young LLP ("E&Y") and engaged Deloitte & Touche
LLP ("D&T") as its principal accountant to audit its financial statements.
The change in accountants was approved by the audit committee of Kelley Oil's
board of directors, contingent upon the closing under the Purchase Agreement,
and was effective as of February 15, 1996. Neither of E&Y's reports on the
Partnership's financial statements for the years ended December 31, 1994 and
1993 contained an adverse opinion or disclaimer of opinion, or was qualified
or modified as to uncertainty, audit scope or accounting principles. During
the last two years prior to the change in accountants, (i) the Partnership
had no disagreements with E&Y on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure,
(ii) E&Y did not advise the Partnership of any "reportable event" as defined
in Regulation S-K under the Securities Exchange Act of 1934 and (iii) the
Partnership did not consult with D&T on any accounting, auditing, financial
reporting or any other matters.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) None
(b) None
(c) EXHIBITS.
EXHIBIT
NUMBER EXHIBIT
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16.1 Letter dated February 20, 1996 from Ernst & Young LLP
regarding change in certifying accountant.
1
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
KELLEY OIL & GAS PARTNERS, LTD.
By: KELLEY OIL CORPORATION,
Managing General Partner
Date: February 20, 1996 By: /s/ AMELIA L. JOHNSON
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Amelia L. Johnson,
Controller
(Duly Authorized Officer)
(Principal Accounting Officer)
2
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EXHIBIT 16.1
February 20, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated February 20, 1996, of Kelley Oil & Gas
Partners, Ltd. and are in agreement with the statements contained in the
third sentence and in the fourth sentence items (i) and (ii). We have no
basis to agree or disagree with other statements of the registrant contained
therein.
ERNST & YOUNG LLP
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
