FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(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, 1998
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the transition period from to
Commission File Number 0-15408
Southwest Royalties, Inc. Income Fund V
(Exact name of registrant as specified in
its limited partnership agreement)
Tennessee 75-2104619
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
407 N. Big Spring, Suite 300, Midland, Texas 79701
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (915) 686-9927
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
limited partnership interests
Indicate by check mark whether registrant (1) has filed 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 (229.405 of this chapter) 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]
The registrant's outstanding securities consist of Units of limited
partnership interests for which there exists no established public market
from which to base a calculation of aggregate market value.
The total number of pages contained in this report is _____. The exhibit
index is found on page __________.
<PAGE>
Table of Contents
Item Page
Part I
1. Business 3
2. Properties 6
3. Legal Proceedings 8
4. Submission of Matters to a Vote of Security Holders 8
Part II
5. Market for the Registrant's Common Equity and Related
Stockholder Matters 9
6. Selected Financial Data 10
7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
8. Financial Statements and Supplementary Data 20
9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 37
Part III
10. Directors and Executive Officers of the Registrant 38
11. Executive Compensation 41
12. Security Ownership of Certain Beneficial Owners
and Management 41
13. Certain Relationships and Related Transactions 43
Part IV
14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K 44
Signatures 48
<PAGE>
Part I
Item 1. Business
General
Southwest Royalties, Inc. Income Fund V (the "Partnership" or "Registrant")
was organized as a Tennessee limited partnership on May 1, 1986. The
offering of limited partnership interests began January 22, 1986, reached
minimum capital requirements on May 1, 1986 and concluded July 22, 1986.
The Partnership has no subsidiaries.
The Partnership has expended its capital and acquired interests in
producing oil and gas properties. After such acquisitions, the Partnership
has produced and marketed the crude oil and natural gas produced from such
properties. In most cases, the Partnership purchased royalty or overriding
royalty interests and working interests in oil and gas properties that were
converted into net profits interests or other non-operating interests. The
Partnership purchased either all or part of the rights and obligations
under various oil and gas leases.
The principal executive offices of the Partnership are located at 407 N.
Big Spring, Suite 300, Midland, Texas, 79701. The Managing General Partner
of the Partnership, Southwest Royalties, Inc. (the "Managing General
Partner") and its staff of 98 individuals, together with certain
independent consultants used on an "as-needed" basis, perform various
services on behalf of the Partnership, including the selection of oil and
gas properties and the marketing of production from such properties. H. H.
Wommack, III, a stockholder, director, President and Treasurer of the
Managing General Partner, is also a general partner. The Partnership has
no employees.
Principal Products, Marketing and Distribution
The Partnership has acquired and holds royalty interests and net profit
interests in oil and gas properties located in Texas and Oklahoma. All
activities of the Partnership are confined to the continental United
States. All oil and gas produced from these properties is sold to
unrelated third parties in the oil and gas business.
The revenues generated from the Partnership's oil and gas activities are
dependent upon the current market for oil and gas. The prices received by
the Partnership for its oil and gas production depend upon numerous factors
beyond the Partnership's control, including competition, economic,
political and regulatory developments and competitive energy sources, and
make it particularly difficult to estimate future prices of oil and natural
gas.
<PAGE>
During 1998 oil prices fell to their lowest daily levels since 1986 and to
their lowest annual average since 1976. In two years, oil prices have been
sliced by more than half. The factors that started the decline in oil
prices in 1997 are the same ones that have kept them down in 1998. It was
believed that there would be continued heavy consumption coming from the
Asian region, but the collapse of their markets late in 1997 carried over
to this year bringing demand down with it. Asian consumption had all but
disappeared in 1998, creating an oversupply of crude oil on the market.
That drop in demand has lasted longer than anyone had anticipated, but
hopes of a recovery abound. Another reason for the continued drop in
prices has been OPEC's unwillingness to completely comply with production
cuts established in March and again in June. Although they have been near
90% compliance at times, they have also been below 70% on a monthly basis.
Even a four-day bombing in December of Iraqi military sites could create
only a one-day rally in oil prices. Crude oil closed December 31, 1998 at
$12.05 per barrel on the NYMEX and posted prices closed at $9.50 per
barrel.
In a year of fairly optimistic expectations for gas prices, the average
price of natural gas wound up declining in 1998 to its lowest level since
1995. Although the nationwide average did remain above $2.00 per MMBTU,
1998's prices were approximately 17% lower than those seen in 1997. The
combination of mild weather throughout the year and a gas storage surplus
both contributed to the low prices. Analysts' predictions for 1999 prices
vary, ranging from a low of $1.87 per MMBTU to a high of $2.40 per MMBTU.
Reduced production throughout the U.S. industry, along with large gas
storage withdrawals during the first weeks of January 1999, are both key
factors in our belief that the 1999 average gas price will remain around
$1.80 per MMBTU level.
Following is a table of the ratios of revenues received from oil and gas
production for the last three years:
Oil Gas
1998 54% 46%
1997 63% 37%
1996 62% 38%
As the table indicates, the majority of the Partnership's revenue is from
its oil production, and Partnership revenues will be highly dependent upon
the future prices and demands for oil.
Seasonality of Business
Although the demand for natural gas is highly seasonal, with higher demand
in the colder winter months and in very hot summer months, the Partnership
has been able to sell all of its natural gas, either through contracts in
place or on the spot market at the then prevailing spot market price. As a
result, the volumes sold by the Partnership have not fluctuated materially
with the change of season.
<PAGE>
Customer Dependence
No material portion of the Partnership's business is dependent on a single
purchaser, or a very few purchasers, where the loss of one would have a
material adverse impact on the Partnership. Three purchasers accounted for
72% of the Partnership's total oil and gas production during 1998:
Scurlock Permian LLC for 29%, Phillips 66 Company for 27% and Vintage
Petroleum Inc. for 16%. Three purchasers accounted for 76% of the
Partnership's total oil and gas production during 1997: Scurlock Permian
Corporation for 34%, Phillips 66 Company for 26% and Vintage Petroleum Inc.
for 16%. Four purchasers accounted for 83% of the Partnership's total oil
and gas production during 1996: Scurlock Permian Corporation 35%, Phillips
66 Company 23%, Vintage Petroleum, Inc. 15% and Aquila Southwest Pipeline
Corporation 10%. All purchasers of the Partnership's oil and gas
production are unrelated third parties. In the event any of these
purchasers were to discontinue purchasing the Partnership's production, the
Managing General Partner believes that a substitute purchaser or purchasers
could be located without undue delay. No other purchaser accounted for an
amount equal to or greater than 10% of the Partnership's sales of oil and
gas production.
Competition
Because the Partnership has utilized all of its funds available for the
acquisition of net profits or royalty interests in producing oil and gas
properties, it is not subject to competition from other oil and gas
property purchasers. See Item 2, Properties.
Factors that may adversely affect the Partnership include delays in
completing arrangements for the sale of production, availability of a
market for production, rising operating costs of producing oil and gas and
complying with applicable water and air pollution control statutes,
increasing costs and difficulties of transportation, and marketing of
competitive fuels. Moreover, domestic oil and gas must compete with
imported oil and gas and with coal, atomic energy, hydroelectric power and
other forms of energy.
Regulation
Oil and Gas Production - The production and sale of oil and gas is subject
to federal and state governmental regulation in several respects, such as
existing price controls on natural gas and possible price controls on crude
oil, regulation of oil and gas production by state and local governmental
agencies, pollution and environmental controls and various other direct and
indirect regulation. Many jurisdictions have periodically imposed
limitations on oil and gas production by restricting the rate of flow for
oil and gas wells below their actual capacity to produce and by imposing
acreage limitations for the drilling of wells. The federal government has
the power to permit increases in the amount of oil imported from other
countries and to impose pollution control measures.
<PAGE>
Various aspects of the Partnership's oil and gas activities are regulated
by administrative agencies under statutory provisions of the states where
such activities are conducted and by certain agencies of the federal
government for operations on Federal leases. Moreover, certain prices at
which the Partnership may sell its natural gas production are controlled by
the Natural Gas Policy Act of 1978, the Natural Gas Wellhead Decontrol Act
of 1989 and the regulations promulgated by the Federal Energy Regulatory
Commission.
Environmental - The Partnership's oil and gas activities are subject to
extensive federal, state and local laws and regulations governing the
generation, storage, handling, emission, transportation and discharge of
materials into the environment. Governmental authorities have the power to
enforce compliance with their regulations, and violations carry substantial
penalties. This regulatory burden on the oil and gas industry increases
its cost of doing business and consequently affects its profitability. The
Managing General Partner is unable to predict what, if any, effect
compliance will have on the Partnership.
Industry Regulations and Guidelines - Certain industry regulations and
guidelines apply to the registration, qualification and operation of oil
and gas programs in the form of limited partnerships. The Partnership is
subject to these guidelines which regulate and restrict transactions
between the Managing General Partner and the Partnership. The Partnership
complies with these guidelines and the Managing General Partner does not
anticipate that continued compliance will have a material adverse effect on
Partnership operations.
Partnership Employees
The Partnership has no employees; however, the Managing General Partner has
a staff of geologists, engineers, accountants, landmen and clerical staff
who engage in Partnership activities and operations and perform additional
services for the Partnership as needed. In addition to the Managing
General Partner's staff, the Partnership engages independent consultants
such as petroleum engineers and geologists as needed. As of December 31,
1998, there were 98 individuals directly employed by the Managing General
Partner in various capacities.
Item 2. Properties
In determining whether an interest in a particular producing property was
to be acquired, the Managing General Partner considered such criteria as
estimated oil and gas reserves, estimated cash flow from the sale of
production, present and future prices of oil and gas, the extent of
undeveloped and unproved reserves, the potential for secondary, tertiary
and other enhanced recovery projects and the availability of markets.
As of December 31, 1998, the Partnership possessed an interest in oil and
gas properties located in Pottawatomie County, Oklahoma; and Crane, Dawson,
Midland, Ward, Winkler and Upton Counties of Texas. These properties
consist of various interests in approximately 63 wells and units.
<PAGE>
Due to the Partnership's objective of maintaining current operations
without engaging in the drilling of any developmental or exploratory wells,
or additional acquisitions of producing properties, there has not been any
significant changes in properties during 1998, 1997 and 1996.
Significant Properties
The following table reflects the significant properties in which the
Partnership has an interest:
Date
Purchased No. of Proved Reserves*
Name and Location and Interest Wells Oil (bbls) Gas (mcf)
- ----------------- ------------ ------ ---------- ---------
Mewbourne 1/87 at 50% 8 8,000 52,000
Crane County, to 100% net
Texas profits
interests
Damson-Rhoda 12/86 at 44% 7 41,000 153,000
Walker to 100% net
Ward County, profits
Texas interests
Union Texas 12/86 at 3% 7 22,000 194,000
Upton County, to 50% net
Texas profits
interests
*Ryder Scott Company Petroleum Engineers prepared the reserve and present
value data for 96.4% of the Partnership's existing properties as of January
1, 1999. Another independent petroleum engineer prepared the remaining
3.6% of the Partnership's properties. The reserve estimates were made in
accordance with guidelines established by the Securities and Exchange
Commission pursuant to Rule 4-10(a) of Regulation S-X. Such guidelines
require oil and gas reserve reports be prepared under existing economic and
operating conditions with no provisions for price and cost escalation
except by contractual arrangements.
The New York Mercantile Exchange price at December 31, 1998 of $12.05 was
used as the beginning basis for the oil price. Oil price adjustments from
$12.05 per barrel were made in the individual evaluations to reflect oil
quality, gathering and transportation costs. The results are an average
price received at the lease of $10.45 per barrel in the preparation of the
reserve report as of January 1, 1999.
In the determination of the gas price, the New York Mercantile Exchange
price at December 31, 1998 of $1.95 was used as the beginning basis. Gas
price adjustments from $1.95 per Mcf were made in the individual
evaluations to reflect BTU content, gathering and transportation costs and
gas processing and shrinkage. The results are an average price received at
the lease of $1.79 per Mcf in the preparation of the reserve report as of
January 1, 1999.
As also discussed in Part II, Item 7, Management's Discussion and Analysis
of Financial Condition and Results of Operations, oil and gas prices were
subject to frequent changes in 1998.
The evaluation of oil and gas properties is not an exact science and
inevitably involves a significant degree of uncertainty, particularly with
respect to the quantity of oil or gas that any given property is capable of
producing. Estimates of oil and gas reserves are based on available
geological and engineering data, the extent and quality of which may vary
in each case and, in certain instances, may prove to be inaccurate.
Consequently, properties may be depleted more rapidly than the geological
and engineering data have indicated.
<PAGE>
Unanticipated depletion, if it occurs, will result in lower reserves than
previously estimated; thus an ultimately lower return for the Partnership.
Basic changes in past reserve estimates occur annually. As new data is
gathered during the subsequent year, the engineer must revise his earlier
estimates. A year of new information, which is pertinent to the estimation
of future recoverable volumes, is available during the subsequent year
evaluation. In applying industry standards and procedures, the new data
may cause the previous estimates to be revised. This revision may increase
or decrease the earlier estimated volumes. Pertinent information gathered
during the year may include actual production and decline rates, production
from offset wells drilled to the same geologic formation, increased or
decreased water production, workovers, and changes in lifting costs, among
others. Accordingly, reserve estimates are often different from the
quantities of oil and gas that are ultimately recovered.
The Partnership has reserves which are classified as proved developed
producing and proved undeveloped. All of the proved reserves are included
in the engineering reports which evaluate the Partnership's present
reserves.
Because the Partnership does not engage in drilling activities, the
development of proved undeveloped reserves is conducted pursuant to farm-
out arrangements with the Managing General Partner or unrelated third
parties. Generally, the Partnership retains a carried interest such as an
overriding royalty interest under the terms of a farm-out or receives cash.
The Partnership or the owners of properties in which the Partnership owns
an interest can engage in workover projects or supplementary recovery
projects, for example, to extract behind the pipe reserves which qualify as
proved developed non-producing reserves. See Part II, Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations.
Item 3. Legal Proceedings
There are no material pending legal proceedings to which the Partnership is
a party.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of security holders during the fourth
quarter of 1998 through the solicitation of proxies or otherwise.
<PAGE>
Part II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
Market Information
Limited partnership interests, or units, in the Partnership were initially
offered and sold for a price of $1,000. Limited partner units are not
traded on any exchange and there is no public or organized trading market
for them. The Managing General Partner has become aware of certain limited
and sporadic transfers of units between limited partners and third parties,
but has no verifiable information regarding the prices at which such units
have been transferred. Further, a transferee may not become a substitute
limited partner without the consent of the Managing General Partner.
After completion of the Partnership's first full fiscal year of operations
and each year thereafter, the Managing General Partner has offered and will
continue to offer to purchase each limited partner's interest in the
Partnership, at a price based on tangible assets of the Partnership, plus
the present value of the future net revenues of proved oil and gas
properties, minus liabilities with a risk factor discount of up to one-
third which may be implemented at the sole discretion of the Managing
General Partner. However, the Managing General Partner's obligation to
purchase limited partner units is limited to an expenditure of an amount
not in excess of 10% of the total limited partner units initially
subscribed for by limited partners. In 1998, 298.5 limited partner units
were tendered to and purchased by the Managing General Partner at an
average base price of $154.61 per unit. In 1997, 342 limited partner units
were tendered to and purchased by the Managing General Partner at an
average base price of $301.18 per unit. In 1996, 230 limited partner units
were tendered to and purchased by the Managing General Partner at an
average base price of $152.78 per unit.
Number of Limited Partner Interest Holders
As of December 31, 1998, there were 711 holders of limited partner units in
the Partnership.
Distributions
Pursuant to Article IV, Section 4.01 of the Partnership's Certificate and
Agreement of Limited Partnership "Net Cash Flow" is distributed to the
partners on a monthly basis. "Net Cash Flow" is defined as "the cash
generated by the Partnership's investments in producing oil and gas
properties, less (i) General and Administrative Costs, (ii) Operating
Costs, and (iii) any reserves necessary to meet current and anticipated
needs of the Partnership, as determined at the sole discretion of the
Managing General Partner."
<PAGE>
During 1998, distributions were made totaling $104,500, with $94,050
distributed to the limited partners and $10,450 to the general partners.
For the year ended December 31, 1998, distributions of $12.54 per limited
partner unit were made, based upon 7,499 limited partner units outstanding.
The decline in distribution experienced in 1998 will be expected to
continue into 1999 based on the continued low oil price economy. During
1997, twelve monthly distributions were made totaling $358,000, with
$322,200 distributed to the limited partners and $35,800 to the general
partners. For the year ended December 31, 1997, distributions of $42.97
per limited partner unit were made, based upon 7,499 limited partner units
outstanding. During 1996, twelve monthly distributions were made totaling
$286,113, with $258,313 distributed to the limited partners and $27,800 to
the general partners. For the year ended December 31, 1996, distributions
of $34.45 per limited partner unit were made, based upon 7,499 limited
partner units outstanding.
Item 6. Selected Financial Data
The following selected financial data for the years ended December 31,
1998, 1997, 1996, 1995 and 1994 should be read in conjunction with the
financial statements included in Item 8:
Years ended December 31,
----------------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Revenues $ 123,887 397,117 464,939 321,963 358,085
Net income (loss) (724,042) 102,274 213,770 14,937 (5,643)
Partners' share
of net income
(loss):
General partners (72,404) 10,228 21,377
1,494 (564)
Limited partners (651,638) 92,046 192,393
13,443 (5,079)
Limited partners'
net income (loss)
per unit (86.90) 12.27 25.66 1.79
(0.68)
Limited partners'
cash distributions
per unit 12.54 42.97 34.45 22.52
28.50
Total assets $ 473,384 1,301,730 1,557,540 1,629,799 1,802,483
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
The Partnership was formed to acquire non-operating interests in producing
oil and gas properties, to produce and market crude oil and natural gas
produced from such properties and to distribute any net proceeds from
operations to the general and limited partners. Net revenues from
producing oil and gas properties are not reinvested in other revenue
producing assets except to the extent that producing facilities and wells
are reworked or where methods are employed to improve or enable more
efficient recovery of oil and gas reserves. The economic life of the
Partnership thus depends on the period over which the Partnership's oil and
gas reserves are economically recoverable.
Increases or decreases in Partnership revenues and, therefore,
distributions to partners will depend primarily on changes in the prices
received for production, changes in volumes of production sold, lease
operating expenses, enhanced recovery projects, offset drilling activities
pursuant to farm-out arrangements and on the depletion of wells. Since
wells deplete over time, production can generally be expected to decline
from year to year.
Well operating costs and general and administrative costs usually decrease
with production declines; however, these costs may not decrease
proportionately. Net income available for distribution to the limited
partners has fluctuated over the past few years and is expected to
fluctuate in later years based on these factors.
Based on current conditions, management anticipates performing no workovers
during 1999 to enhance production. With expected price improvement,
workovers may be performed in the year 2000. The partnership may have a
slight increase in the year 2000, but thereafter, the Partnership could
possibly experience it's historical decline of 9% to 10% per year.
<PAGE>
Results of Operations
A. General Comparison of the Years Ended December 31, 1998 and 1997
The following table provides certain information regarding performance
factors for the years ended December 31, 1998 and 1997:
Year Ended Percentage
December 31, Increase
1998 1997 (Decrease)
---- ---- ---------
Average price per barrel of oil $ 12.97 19.51 (34%)
Average price per mcf of gas $ 1.95 2.41 (19%)
Oil production in barrels 25,000 33,300 (25%)
Gas production in mcf 141,800 159,600 (11%)
Income from net profits interests $ 122,808 393,529 (69%)
Partnership distributions $ 104,500 358,000 (71%)
Limited partner distributions $ 94,050 322,200 (71%)
Per unit distribution to limited partners $ 12.54 42.97 (71%)
Number of limited partner units 7,499 7,499
Revenues
The Partnership's income from net profits interests decreased to $122,808
from $393,529 for the years ended December 31, 1998 and 1997, respectively,
a decrease of 69%. The principal factors affecting the comparison of the
years ended December 31, 1998 and 1997 are as follows:
1. The average price for a barrel of oil received by the Partnership
decreased during the year ended December 31, 1998 as compared to the
year ended December 31, 1997 by 34%, or $6.54 per barrel, resulting in
a decrease of approximately $217,800 in income from net profits
interests. Oil sales represented 54% of total oil and gas sales during
the year ended December 31, 1998 as compared to 63% during the year
ended December 31, 1997.
The average price for an mcf of gas received by the Partnership
decreased during the same period by 19%, or $.46 per mcf, resulting in
a decrease of approximately $73,400 in income from net profits
interests.
The total decrease in income from net profits interests due to the
change in prices received from oil and gas production is approximately
$291,200. The market price for oil and gas has been extremely volatile
over the past decade and management expects a certain amount of
volatility to continue in the foreseeable future.
<PAGE>
2. Oil production decreased approximately 8,300 barrels or 25% during the
year ended December 31, 1998 as compared to the year ended December 31,
1997, resulting in a decrease of approximately $107,700 in income from
net profits interests. Decrease due to mechanical downtime, shut-ins
uneconomical to repair at current prices and natural decline.
Gas production decreased approximately 17,800 mcf or 11% during the
same period, resulting in a decrease of approximately $34,700 in income
from net profits interests.
The total decrease in income from net profits interests due to the
change in production is approximately $142,400.
3. Lease operating costs and production taxes were 25% lower, or
approximately $163,300 less during the year ended December 31, 1998 as
compared to the year ended December 31, 1997. Decrease due to LOE -
decimal division of interest error recorded in 1997, the downtime and
shut-in of two leases in 1998.
Costs and Expenses
Total costs and expenses increased to $847,929 from $294,843 for the years
ended December 31, 1998 and 1997, respectively, an increase of 188%. The
increase is the result of higher depletion expense, provision for
impairment and general and administrative expense.
1. General and administrative costs consists of independent accounting and
engineering fees, computer services, postage, and Managing General
Partner personnel costs. General and administrative costs increased 7%
or approximately $8,800 during the year ended December 31, 1998 as
compared to the year ended December 31, 1997.
2. Depletion expense increased to $297,000 for the year ended December
31, 1998 from $177,000 for the same period in 1997. This represents an
increase of 68%. Depletion is calculated using the units of revenue method
of amortization based on a percentage of current period gross revenues to
total future gross oil and gas revenues, as estimated by the Partnership's
independent petroleum consultants.
A contributing factor to the increase in depletion expense between the
comparative periods was the decrease in the price of oil and gas used
to determine the Partnership's reserves for January 1, 1999 as compared
to 1998. Another contributing factor was due to the impact of
revisions of previous estimates on reserves. Revisions of previous
estimates can be attributed to the changes in production performance,
oil and gas price and production costs. The impact of the revision
would have increased depletion expense approximately $122,000 as of
December 31, 1997.
3. The Partnership reduced the net capitalized costs of oil and gas
properties by $424,280. This provision for impairment had the effect
of reducing net income, but did not affect cash flow or partner
distributions. See Summary of Significant Accounting Policies - Oil
and Gas Properties.
<PAGE>
Results of Operations
B. General Comparison of the Years Ended December 31, 1997 and 1996
The following table provides certain information regarding performance
factors for the years ended December 31, 1997 and 1996:
Year Ended Percentage
December 31, Increase
1997 1996 (Decrease)
---- ---- ---------
Average price per barrel of oil $ 19.51 22.20 (12%)
Average price per mcf of gas $ 2.41 2.61 (8%)
Oil production in barrels 33,300 29,300 14%
Gas production in mcf 159,600 152,700 5%
Income from net profits interests $ 393,529 463,630 (15%)
Partnership distributions $ 358,000 286,113 25%
Limited partner distributions $ 322,200 258,313 25%
Per unit distribution to limited partners $ 42.97 34.25 25%
Number of limited partner units 7,499 7,499
Revenues
The Partnership's income from net profits interests decreased to $393,529
from $463,630 for the years ended December 31, 1997 and 1996, respectively,
a decrease of 15%. The principal factors affecting the comparison of the
years ended December 31, 1997 and 1996 are as follows:
1. The average price for a barrel of oil received by the Partnership
decreased during the year ended December 31, 1997 as compared to the
year ended December 31, 1996 by 12%, or $2.69 per barrel, resulting in
a decrease of approximately $78,800 in income from net profits
interests. Oil sales represented 63% of total oil and gas sales during
the year ended December 31, 1997 as compared to 62% during the year
ended December 31, 1996.
The average price for an mcf of gas received by the Partnership
decreased during the same period by 8%, or $.20 per mcf, resulting in a
decrease of approximately $30,500 in income from net profits interests.
The total decrease in income from net profits interests due to the
change in prices received from oil and gas production is approximately
$109,300. The market price for oil and gas has been extremely volatile
over the past decade and management expects a certain amount of
volatility to continue in the foreseeable future.
<PAGE>
2. Oil production increased approximately 4,000 barrels or 14% during the
year ended December 31, 1997 as compared to the year ended December 31,
1996, resulting in an increase of approximately $78,000 in income from
net profits interests.
Gas production increased approximately 6,900 mcf or 5% during the same
period, resulting in an increase of approximately $16,600 in income
from net profits interests.
The total increase in income from net profits interests due to the
change in production is approximately $94,600. Increase in oil
production is primarily attributable to success in response to a
waterflood on one well and repairs made to a well which was uneconomic
to repair in 1996.
3. Lease operating costs and production taxes were 9% higher, or
approximately $55,500 more during the year ended December 31, 1997 as
compared to the year ended December 31, 1996.
Costs and Expenses
Total costs and expenses increased to $294,843 from $251,169 for the years
ended December 31, 1997 and 1996, respectively, an increase of 17%. The
increase is the result of higher depletion expense partially offset by
general and administrative expense.
1. General and administrative costs consists of independent accounting and
engineering fees, computer services, postage, and Managing General
Partner personnel costs. General and administrative costs decreased 1%
or approximately $1,300 during the year ended December 31, 1997 as
compared to the year ended December 31, 1996.
3. Depletion expense increased to $177,000 for the year ended December
31, 1997 from $132,000 for the same period in 1996. This represents an
increase of 34%. Depletion is calculated using the units of revenue method
of amortization based on a percentage of current period gross revenues to
total future gross oil and gas revenues, as estimated by the Partnership's
independent petroleum consultants.
A contributing factor to the increase in depletion expense between the
comparative periods was the decrease in the price of oil and gas used
to determine the Partnership's reserves for January 1, 1998 as compared
to 1997. Another contributing factor was due to the impact of
revisions of previous estimates on reserves. Revisions of previous
estimates can be attributed to the changes in production performance,
oil and gas price and production costs. The impact of the revision
would have increased depletion expense approximately $17,000 as of
December 31, 1996.
<PAGE>
C. Revenue and Distribution Comparison
Partnership net income (loss) for the years ended December 31, 1998, 1997
and 1996 was $(724,042), $102,274, and $213,770, respectively. Excluding
the effects of depreciation, depletion, amortization and provision for
impairment, net income (loss) for the years ended December 31, 1998, 1997
and 1996 would have been $(2,762), $279,274 and $345,770, respectively.
Correspondingly, Partnership distributions for the years ended December 31,
1998, 1997 and 1996 were $104,500, $358,000 and $286,113, respectively.
These differences are indicative of the changes in oil and gas prices,
production and properties during 1998, 1997 and 1996.
The sources for the 1998 distributions of $104,500 were oil and gas
operations of approximately $112,600, resulting in excess cash for
contingencies or subsequent distributions. The source for the 1997
distributions of $358,000 were oil and gas operations of approximately
$346,200, with the balance from available cash on hand at the beginning of
the period. The sources for the 1996 distributions of $286,113 were oil
and gas operations of approximately $265,100 and property sales of $12,500,
with the balance from available cash on hand at the beginning of the
period.
Total distributions during the year ended December 31, 1998 were $104,500
of which $94,050 was distributed to the limited partners and $10,450 to the
general partners. The per unit distribution to limited partners during the
same period was $12.54. Total distributions during the year ended December
31, 1997 were $358,000 of which $322,200 was distributed to the limited
partners and $35,800 to the general partners. The per unit distribution to
limited partners during the same period was $42.97. Total distributions
during the year ended December 31, 1996 were $286,113 of which $258,313 was
distributed to the limited partners and $27,800 to the general partners.
The per unit distribution to limited partners during the same period was
$34.45.
Since inception of the Partnership, cumulative monthly cash distributions
of $7,338,543 have been made to the partners. As of December 31, 1998,
$6,588,320 or $878.56 per limited partner unit, has been distributed to the
limited partners, representing an 88% return of the capital contributed.
<PAGE>
Liquidity and Capital Resources
The primary source of cash is from operations, the receipt of income from
net profits interests in oil and gas properties. The Partnership knows of
no material change, nor does it anticipate any such change.
Cash flows provided by operating activities were approximately $112,600 in
1998 compared to approximately $346,200 in 1997 and approximately $265,100
in 1996. The primary source of the 1998 cash flow from operating
activities was profitable operations.
The Partnership had no cash flows from investing activities in 1998 and
1997. Cash flow provided by investing activities were approximately
$12,500 in 1996.
Cash flows used in financing activities were approximately $104,200 in 1998
compared to $358,200 in 1997 and approximately $286,000 in 1996. The only
use in financing activities was the distributions to partners.
As of December 31, 1998, the Partnership had approximately $20,600 in
working capital. The Managing General Partner knows of no unusual
contractual commitments and believes the revenue generated from operations
are adequate to meet the needs of the Partnership.
Liquidity - Managing General Partner
The Managing General Partner has a highly leveraged capital structure with
over $21.0 million of interest payments due in 1999 on its debt
obligations. Due to severely depressed commodity prices, the Managing
General Partner is experiencing difficulty in generating sufficient cash
flow to meet its obligations and sustain its operations. The Managing
General Partner is currently in the process of renegotiating the terms of
its various obligations with its creditors and/or attempting to seek new
lenders or equity investors. Additionally, the Managing General Partner
would consider disposing of certain assets in order to meet its
obligations.
There can be no assurance that the Managing General Partner's debt
restructuring efforts will be successful or that the lenders will agree to
a course of action consistent with the Managing General Partners
requirements in restructuring the obligations. Even if such agreement is
reached, it may require approval of additional lenders, which is not
assured. Furthermore, there can be no assurance that the sales of assets
can be successfully accomplished on terms acceptable to the Managing
General Partner. Under current circumstances, the Managing General
Partner's ability to continue as a going concern depends upon its ability
to (1) successfully restructure its obligations or obtain additional
financing as may be required, (2) maintain compliance with all debt
covenants, (3) generate sufficient cash flow to meet its obligations on a
timely basis, and (4) achieve satisfactory levels of future earnings. If
the Managing General Partner is unsuccessful in its efforts, it may be
unable to meet its obligations making it necessary to undertake such other
actions as may be appropriate to preserve asset values.
Information Systems for the Year 2000
The Managing General Partner provides all data processing needs of the
Partnership. The Managing General Partner is continuing in its effort to
identify and assess its exposure to the potential Year 2000 software and
imbedded chip processing and date sensitivity issue. Through the Managing
General Partners data processing subsidiary, Midland Southwest Software,
Inc., the Managing General Partner proactively initiated a plan to identify
applicable hardware and software, assess impact and effect, estimate costs,
construct and implement corrective actions, and prepare contingency plans.
<PAGE>
Identification & Assessment
The Managing General Partner currently believes it has identified the
internal and external software and hardware that may have date sensitivity
problems. Four critical systems and/or functions were identified: (1) the
proprietary software of the Partnership (OGAS) that is used for oil & gas
property management and financial accounting functions, (2) the DEC VAX/VMS
hardware and operating system, (3) various third-party application software
including lease economic analysis, fixed asset management, geological
applications, and payroll/human resource programs, and (4) External Agents.
The proprietary software of the Partnership is currently in process of
meeting compliance requirements with an estimated completion date of mid-
year 1999. Since this is an internally generated software package, the
Managing General Partner has estimated the cost to be approximately $25,000
by estimating the necessary man-hours. These modifications are being made
by internal staff and do not represent additional costs to the Partnership.
The Managing General Partner has not made contingency plans at this time
since the conversion is ahead of schedule and being handled by Managing
General Partner controlled internal programmers. Given the complexity of
the systems being modified, it is anticipated that some problems may arise,
but with an expected early completion date, the Managing General Partner
feels that adequate time is available to overcome unforeseen delays.
DEC has released a fully compliant version of its operating system that is
used by the Partnership on the DEC VAX system. It will be installed in
August 1999, the Managing General Partner believes that this will solve any
potential problems on the system.
The Managing General Partner has identified various third-party software
that may have date sensitivity problems and is working with the vendors to
secure solutions as well as prepare contingency plans. After review and
evaluation of the vendor plans and status, the Managing General Partner
believes that the problems will be resolved prior to the year 2000 or the
alternate contingency plan will sufficiently and adequately remediate the
problem so that there is no material disruption to business functions.
The External Agents of the Partnership include suppliers, customers,
owners, vendors, banks, product purchasers including pipelines, and other
oil and gas property operators. The Managing General Partner is in the
process of identifying and communicating with each critical External Agent
about its plan and progress thereof in addressing the Year 2000 issue.
This process is on schedule and the Managing General Partner, at this time,
believes that there should be no material interference or disruption
associated with any of the critical External Agent's functions necessary to
the Partnership's business. The Managing General Partner estimates
completion of this audit by mid-year 1999 and believes that alternate plans
can be devised to circumvent any material problems arising from critical
External Agent noncompliance.
Cost
To date, the Managing General Partner has incurred only minimal internal
man-hour costs for identification, planning, and maintenance. The Managing
General Partner believes that the necessary additional costs will also be
minimal and most will fall under normal and general maintenance procedures
and updates. An accurate cost cannot be determined at this time, but it is
expected that the total cost to remediate all systems to be less than
$50,000.
<PAGE>
Risks/Contingency
The failure to correct critical systems of the Partnership, or the failure
of a material business partner or External Agent to resolve critical Year
2000 issues could have a serious adverse impact on the ability of the
Partnership to continue operations and meet obligations. Based on the
Managing General Partner's evaluation and assessment to date, it is
believed that any interruption in operation will be minor and short-lived
and pose no material monetary loss, safety, or environmental risk to the
Partnership. However, until all assessment is complete, it is impossible
to accurately identify the risks, quantify potential impacts or establish a
final contingency plan. The Managing General Partner believes that its
assessment and contingency planning will be complete no later than mid-year
1999.
Worst Case Scenario
The Securities and Exchange Commission requires that public companies must
forecast the most reasonably likely worst case Year 2000 scenario, assuming
that the Managing General Partner's Year 2000 plan is not effective.
Analysis of the most reasonably likely worst case Year 2000 scenarios the
Partnership may face leads to contemplation of the following possibilities
which, though considered highly unlikely, must be included in any
consideration of worst cases: widespread failure of electrical, gas, and
similar supplies by utilities serving the Partnership; widespread
disruption of the services of communications common carriers; similar
disruption to means and modes of transportation for the Partnership and its
employees, contractors, suppliers, and customers; significant disruption to
the Partnership's ability to gain access to, and continue working in,
office buildings and other facilities; and the failure, of third-parties
systems, the effects of which would have a cumulative material adverse
impact on the Partnership's critical systems. The Partnership could
experience an inability by customers, traders, and others to pay, on a
timely basis or at all, obligations owed to the Partnership. Under these
circumstances, the adverse effect on the Partnership, and the diminution of
Partnership revenues, could be material, although not quantifiable at this
time.
<PAGE>
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements
Page
Independent Auditors Reports 21
Balance Sheets 23
Statements of Operations 24
Statement of Changes in Partners' Equity 25
Statements of Cash Flows 26
Notes to Financial Statements 28
<PAGE>
INDEPENDENT AUDITORS REPORT
The Partners
Southwest Royalties, Inc. Income Fund V
(A Tennessee Limited Partnership):
We have audited the accompanying balance sheets of Southwest Royalties,
Inc. Income Fund V (the "Partnership") as of December 31, 1998 and 1997,
and the related statements of operations, changes in partners' equity and
cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Southwest Royalties,
Inc. Income Fund V as of December 31, 1998 and 1997 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
KPMG LLP
Midland, Texas
March 18, 1999
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners
Southwest Royalties, Inc.
Income Fund V
Midland, Texas
We have audited the accompanying statements of operations, changes in
partners' equity and cash flows of Southwest Royalties, Inc. Income Fund
for the year ended December 31, 1996. These financial statements are the
responsibility of the partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statements of operations,
changes in partners equity and cash flows are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statements of operations,
changes in partners equity and cash flows. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the
statements of operations, changes in partners equity and cash flows. We
believe that our audit of the statements of operations, changes in partners
equity and cash flows provides a reasonable basis for our opinion.
In our opinion, the statements of operations, changes in partners equity
and cash flows referred to above present fairly, in all material respects,
the results of operations and cash flows of Southwest Royalties, Inc.
Income Fund V for the year ended December 31, 1996, in conformity with
generally accepted accounting principles.
JOSEPH DECOSIMO AND COMPANY
A Tennessee Registered Limited Liability
Partnership
Chattanooga, Tennessee
March 14, 1997
<PAGE>
Southwest Royalties, Inc. Income Fund V
(a Tennessee limited partnership)
Balance Sheets
December 31, 1998 and 1997
1998 1997
---- ----
Assets
Current assets:
Cash and cash equivalents $ 12,785 4,418
Receivable from Managing General Partner 7,961 123,280
Distribution receivable - 114
- --------- ---------
Total current assets
20,746 127,812
- --------- ---------
Oil and gas properties - using the full-
cost method of accounting 6,159,438 6,159,438
Less accumulated depreciation,
depletion and amortization
5,706,800 4,985,520
- --------- ---------
Net oil and gas properties
452,638 1,173,918
- --------- ---------
$
473,384 1,301,730
========= =========
Liabilities and Partners' Equity
Current liability - Distribution payable $ 196 -
- --------- ---------
Partners' equity:
General partners (628,874) (546,020)
Limited partners 1,102,062 1,847,750
- --------- ---------
Total partners' equity
473,188 1,301,730
- --------- ---------
$
473,384 1,301,730
========= =========
The accompanying notes are an integral
part of these financial statements.
<PAGE>
Southwest Royalties, Inc. Income Fund V
(a Tennessee limited partnership)
Statements of Operations
Years ended December 31, 1998, 1997 and 1996
1998 1997
1996
---- ----
- ----
Revenues
Income from net profits interests $ 122,808 393,529 463,630
Interest 1,079 3,588 1,309
-------
- ------- -------
123,887
397,117 464,939
-------
- ------- -------
Expenses
General and administrative 126,649 117,843 119,169
Depreciation, depletion and amortization 297,000 177,000 132,000
Provision for impairment of oil and gas
properties 424,280 - -
-------
- ------- -------
847,929
294,843 251,169
-------
- ------- -------
Net income (loss) $ (724,042) 102,274 213,770
=======
======= =======
Net income (loss) allocated to:
Managing General Partner $ (65,164) 9,205 19,239
=======
======= =======
General partner $ (7,240) 1,023 2,138
=======
======= =======
Limited partners $ (651,638) 92,046 192,393
=======
======= =======
Per limited partner unit $ (86.90) 12.27 25.66
=======
======= =======
The accompanying notes are an integral
part of these financial statements.
<PAGE>
Southwest Royalties, Inc. Income Fund V
(a Tennessee limited partnership)
Statement of Changes in Partners' Equity
Years ended December 31, 1998, 1997 and 1996
General Limited
Partners Partners
Total
-------- --------
- -----
Balance at December 31, 1995 $ (514,025) 2,143,824 1,629,799
Net income 21,377 192,393 213,770
Distributions (27,800) (258,313) (286,113)
--------
- --------- ---------
Balance at December 31, 1996 (520,448) 2,077,904 1,557,456
Net income 10,228 92,046 102,274
Distributions (35,800) (322,200) (358,000)
--------
- --------- ---------
Balance at December 31, 1997 (546,020) 1,847,750 1,301,730
Net income (loss) (72,404) (651,638) (724,042)
Distributions (10,450) (94,050) (104,500)
--------
- --------- ---------
Balance at December 31, 1998 $ (628,874) 1,102,062 473,188
======== ========= =========
The accompanying notes are an integral
part of these financial statements.
<PAGE>
Southwest Royalties, Inc. Income Fund V
(a Tennessee limited partnership)
Statements of Cash Flows
Years ended December 31, 1998, 1997 and 1996
1998 1997
1996
---- ----
- ----
Cash flows from operating activities:
Cash received from net profits interests $ 213,766 460,491 382,934
Cash paid to Managing General Partner
for administrative fees and general
and administrative overhead
(102,288) (117,843)(119,169)
Interest received 1,079 3,588 1,309
--------
- -------- --------
Net cash provided by operating activities 112,557 346,236
265,074
--------
- -------- --------
Cash provided by investing activities:
Cash received from sale of oil and gas
properties - - 12,500
--------
- -------- --------
Cash used in financing activities:
Distributions to partners (104,190) (358,198)(285,982)
--------
- -------- --------
Net increase (decrease) in cash and
cash equivalents 8,367 (11,962) (8,408)
Beginning of year 4,418 16,380 24,788
--------
- -------- --------
End of year $ 12,785 4,418 16,380
========
======== ========
(continued)
The accompanying notes are an integral
part of these financial statements.
<PAGE>
Southwest Royalties, Inc. Income Fund V
(a Tennessee limited partnership)
Statements of Cash Flows, continued
Years ended December 31, 1998, 1997 and 1996
1998 1997
1996
---- ----
- ----
Reconciliation of net income (loss)to net
cash provided by operating activities:
Net income (loss) $ (724,042) 102,274 213,770
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation, depletion and amortization 297,000 177,000
132,000
Provision of impairment of oil and gas
properties 424,280 -
- -
(Increase) decrease in receivables 90,958 66,962 (80,696)
Decrease in payables 24,361 - -
-------
- ------- -------
Net cash provided by operating activities $ 112,557 346,236 265,074
=======
======= =======
The accompanying notes are an integral
part of these financial statements.
<PAGE>
Southwest Royalties, Inc. Income Fund V
(a Tennessee limited partnership)
Notes to Financial Statements
1. Organization
Southwest Royalties, Inc. Income Fund V was organized under the laws
of the state of Tennessee on May 1, 1986, for the purpose of acquiring
producing oil and gas properties and to produce and market crude oil
and natural gas produced from such properties for a term of 50 years,
unless terminated at an earlier date as provided for in the
Partnership Agreement. The Partnership sells its oil and gas
production to a variety of purchasers with the prices it receives
being dependent upon the oil and gas economy. Southwest Royalties,
Inc. serves as the Managing General Partner and H. H. Wommack, III, as
the individual general partner. Revenues, costs and expenses are
allocated as follows:
Limited General
Partners Partners
-------- --------
Interest income on capital contributions 100% -
Oil and gas sales 90% 10%
All other revenues 90% 10%
Organization and offering costs (1) 100% -
Amortization of organization costs 100% -
Property acquisition costs 100% -
Gain/loss on property disposition 90% 10%
Operating and administrative costs (2) 90% 10%
Depreciation, depletion and amortization
of oil and gas properties 90% 10%
All other costs 90% 10%
(1) All organization costs in excess of 3% of initial capital
contributions will be paid by the Managing General Partner and
will be treated as a capital contribution. The Partnership paid
the Managing General Partner an amount equal to 3% of initial
capital contributions for such organization costs.
(2) Administrative costs in any year which exceed 2% of capital
contributions shall be paid by the Managing General Partner and
will be treated as a capital contribution.
<PAGE>
Southwest Royalties, Inc. Income Fund V
(a Tennessee limited partnership)
Notes to Financial Statements
2. Summary of Significant Accounting Policies
Oil and Gas Properties
Oil and gas properties are accounted for at cost under the full-cost
method. Under this method, all productive and nonproductive costs
incurred in connection with the acquisition, exploration and
development of oil and gas reserves are capitalized. Gain or loss on
the sale of oil and gas properties is not recognized unless
significant oil and gas reserves are involved.
The Partnership's policy for depreciation, depletion and amortization
of oil and gas properties is computed under the units of revenue
method. Under the units of revenue method, depreciation, depletion
and amortization is computed on the basis of current gross revenues
from production in relation to future gross revenues, based on current
prices, from estimated production of proved oil and gas reserves.
Under the units of revenue method, the Partnership computes the
provision by multiplying the total unamortized cost of oil and gas
properties by an overall rate determined by dividing (a) oil and gas
revenues during the period by (b) the total future gross oil and gas
revenues as estimated by the Partnership's independent petroleum
consultants. It is reasonably possible that those estimates of
anticipated future gross revenues, the remaining estimated economic
life of the product, or both could be changed significantly in the
near term due to the potential fluctuation of oil and gas prices or
production. The depletion estimate would also be affected by this
change.
Should the net capitalized costs exceed the estimated present value of
oil and gas reserves, discounted at 10%, such excess costs would be
charged to current expense. As of December 31, 1998, the net
capitalized cost exceeded the estimated present value of oil and gas
reserves, thus an adjustment of $424,280 was made to the financial
statement. As December 31, 1997 and 1996, the net capitalized costs
did not exceed the estimated present value of oil and gas reserves.
The Partnership's interest in oil and gas properties consists of net
profits interests in proved properties located within the continental
United States. A net profits interest is created when the owner of a
working interest in a property enters into an arrangement providing
that the net profits interest owner will receive a stated percentage
of the net profit from the property. The net profits interest owner
will not otherwise participate in additional costs and expenses of the
property.
<PAGE>
Southwest Royalties, Inc. Income Fund V
(a Tennessee limited partnership)
Notes to Financial Statements
2. Summary of Significant Accounting Policies- continued
Estimates and Uncertainties
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.
Syndication Costs
Syndication costs are accounted for as a reduction of partnership
equity.
Environmental Costs
The Partnership is subject to extensive federal, state and local
environmental laws and regulations. These laws, which are constantly
changing, regulate the discharge of materials into the environment and
may require the Partnership to remove or mitigate the environmental
effects of the disposal or release of petroleum or chemical substances
at various sites. Environmental expenditures are expensed or
capitalized depending on their future economic benefit. Costs which
improve a property as compared with the condition of the property when
originally constructed or acquired and costs which prevent future
environmental contamination are capitalized. Expenditures that relate
to an existing condition caused by past operations and that have no
future economic benefits are expensed. Liabilities for expenditures
of a non-capital nature are recorded when environmental assessment
and/or remediation is probable, and the costs can be reasonably
estimated.
Gas Balancing
The Partnership utilizes the sales method of accounting for gas-
balancing arrangements. Under this method the Partnership recognizes
sales revenue on all gas sold. As of December 31, 1998, 1997 and
1996, there were no significant amounts of imbalance in terms of units
and value.
Income Taxes
No provision for income taxes is reflected in these financial
statements, since the tax effects of the Partnership's income or loss
are passed through to the individual partners.
In accordance with the requirements of Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes", the
Partnership's tax basis in its net oil and gas properties at December
31, 1998 and 1997 is $679,775 and $70,499, respectively, more than
that shown on the accompanying Balance Sheets in accordance with
generally accepted accounting principles.
<PAGE>
Southwest Royalties, Inc. Income Fund V
(a Tennessee limited partnership)
Notes to Financial Statements
2. Summary of Significant Accounting Policies- continued
Cash and Cash Equivalents
For purposes of the statements of cash flows, the Partnership
considers all highly liquid debt instruments purchased with a maturity
of three months or less to be cash equivalents. The Partnership
maintains its cash at one financial institution.
Number of Limited Partner Units
As of December 31, 1998, 1997 and 1996, there were 7,499 limited
partner units outstanding held by 711 partners.
Concentrations of Credit Risk
The Partnership is subject to credit risk through trade receivables.
Although a substantial portion of its debtors' ability to pay is
dependent upon the oil and gas industry, credit risk is minimized due
to a large customer base. All partnership revenues are received by
the Managing General Partner and subsequently remitted to the
partnership and all expenses are paid by the Managing General Partner
and subsequently reimbursed by the partnership.
Fair Value of Financial Instruments
The carrying amount of cash and accounts receivable approximates fair
value due to the short maturity of these instruments.
Net Income (loss) per limited partnership unit
The net income (loss) per limited partnership unit is calculated by
using the number of outstanding limited partnership units.
3. Liquidity - Managing General Partner
The Managing General Partner has a highly leveraged capital structure
with over $21.0 million of interest payments due in 1999 on its debt
obligations. Due to severely depressed commodity prices, the Managing
General Partner is experiencing difficulty in generating sufficient
cash flow to meet its obligations and sustain its operations. The
Managing General Partner is currently in the process of renegotiating
the terms of its various obligations with its creditors and/or
attempting to seek new lenders or equity investors. Additionally, the
Managing General Partner would consider disposing of certain assets in
order to meet its obligations.
There can be no assurance that the Managing General Partner's debt
restructuring efforts will be successful or that the lenders will
agree to a course of action consistent with the Managing General
Partners requirements in restructuring the obligations. Even if such
agreement is reached, it may require approval of additional lenders,
which is not assured. Furthermore, there can be no assurance that the
sales of assets can be successfully accomplished on terms acceptable
to the Managing General Partner. Under current circumstances, the
Managing General Partner's ability to continue as a going concern
depends upon its ability to (1) successfully restructure its
obligations or obtain additional financing as may be required, (2)
maintain compliance with all debt covenants, (3) generate sufficient
cash flow to meet its obligations on a timely basis, and (4) achieve
satisfactory levels of future earnings. If the Managing General
Partner is unsuccessful in its efforts, it may be unable to meet its
obligations making it necessary to undertake such other actions as may
be appropriate to preserve asset values.
<PAGE>
Southwest Royalties, Inc. Income Fund V
(a Tennessee limited partnership)
Notes to Financial Statements
4. Commitments and Contingent Liabilities
After completion of the Partnership's first full fiscal year of
operations and each year thereafter, the Managing General Partner has
offered and will continue to offer to purchase each limited partner's
interest in the Partnership, at a price based on tangible assets of
the Partnership, plus the present value of the future net revenues of
proved oil and gas properties, minus liabilities with a risk factor
discount of up to one-third which may be implemented at the sole
discretion of the Managing General Partner. However, the Managing
General Partner's obligation to purchase limited partner units is
limited to an expenditure of an amount not in excess of 10% of the
total limited partner units initially subscribed for by limited
partners.
The Partnership is subject to various federal, state and local
environmental laws and regulations which establish standards and
requirements for protection of the environment. The Partnership
cannot predict the future impact of such standards and requirements,
which are subject to change and can have retroactive effectiveness.
The Partnership continues to monitor the status of these laws and
regulations.
As of December 31, 1998, the Partnership has not been fined, cited or
notified of any environmental violations and management is not aware
of any unasserted violations which would have a material adverse
effect upon capital expenditures, earnings or the competitive position
in the oil and gas industry.
However, the Managing General Partner does recognize by the very
nature of its business, material costs could be incurred in the near
term to bring the Partnership into total compliance. The amount of
such future expenditures is not determinable due to several factors,
including the unknown magnitude of possible contaminations, the
unknown timing and extent of the corrective actions which may be
required, the determination of the Partnership's liability in
proportion to other responsible parties and the extent to which such
expenditures are recoverable from insurance or indemnifications from
prior owners of the Partnership's properties.
<PAGE>
Southwest Royalties, Inc. Income Fund V
(a Tennessee limited partnership)
Notes to Financial Statements
5. Related Party Transactions
A significant portion of the oil and gas properties in which the
Partnership has an interest are operated by and purchased from the
Managing General Partner. As is usual in the industry and as provided
for in the operating agreement for each respective oil and gas
property in which the Partnership has an interest, the operator is
paid an amount for administrative overhead attributable to operating
such properties, with such amounts to Southwest Royalties, Inc. as
operator approximating $103,100, $105,000 and $98,000 for the years
ended December 31, 1998, 1997 and 1996, respectively. In addition,
the Managing General Partner and certain officers and employees may
have an interest in some of the properties in which the Partnership
also participates.
Certain subsidiaries or affiliates of the Managing General Partner
perform various oilfield services for properties in which the
Partnership owns an interest. Such services aggregated approximately
$7,400, $1,100 and $5,000 for the years ended December 31, 1998, 1997
and 1996, respectively, and the Managing General Partner believes that
these costs are comparable to similar charges paid by the Partnership
to unrelated third parties.
Southwest Royalties, Inc., the Managing General Partner, was paid
$109,200 during 1998, 1997 and 1996, as an administrative fee, for
indirect general and administrative overhead expenses.
Receivables from Southwest Royalties, Inc., the Managing General
Partner, of $7,961 and $123,280 are from oil and gas production, net
of lease operating costs and production taxes, as of December 31, 1998
and 1997, respectively.
In addition, a director and officer of the Managing General Partner is
a partner in a law firm, with such firm providing legal services to
the Partnership approximating $800, $900 and $1,300 for the years
ended December 31, 1998, 1997 and 1996, respectively.
6. Major Customers
No material portion of the Partnership's business is dependent on a
single purchaser, or a very few purchasers, where the loss of one
would have a material adverse impact on the Partnership. Three
purchasers accounted for 72% of the Partnership's total oil and gas
production during 1998: Scurlock Permian Corporation for 29%,
Phillips 66 Company for 27% and Vintage Petroleum Inc. for 16%. Three
purchasers accounted for 76% of the Partnership's total oil and gas
production during 1997: Scurlock Permian Corporation for 34%,
Phillips 66 Company for 26% and Vintage Petroleum Inc. for 16%. Four
purchasers accounted for 83% of the Partnership's total oil and gas
production during 1996: Scurlock Permian Corporation 35%, Phillips 66
Company 23%, Vintage Petroleum, Inc. 15% and Aquila Southwest Pipeline
Corporation 10%. All purchasers of the Partnership's oil and gas
production are unrelated third parties. In the event any of these
purchasers were to discontinue purchasing the Partnership's
production, the Managing General Partner believes that a substitute
purchaser or purchasers could be located without undue delay. No
other purchaser accounted for an amount equal to or greater than 10%
of the Partnership's sales of oil and gas production.
<PAGE>
Southwest Royalties, Inc. Income Fund V
(a Tennessee limited partnership)
Notes to Financial Statements
7. Estimated Oil and Gas Reserves (unaudited)
The Partnership's interest in proved oil and gas reserves is as
follows:
Oil (bbls)
Gas (mcf)
----------
- ---------
Proved developed and undeveloped reserves -
January 1, 1996 251,000 1,619,000
Revisions of previous estimates 73,000 169,000
Production (29,000) (153,000)
Sale of minerals in place (1,000) (7,000)
------- ---------
December 31, 1996 294,000 1,628,000
Revisions of previous estimates (49,000) (107,000)
Production (33,000) (160,000)
------- ---------
December 31, 1997 212,000 1,361,000
Revisions of previous estimates (109,000) (688,000)
Production (25,000) (142,000)
------- ---------
December 31, 1998 78,000 531,000
======= =========
Proved developed reserves -
December 31, 1996 257,000 1,553,000
======= =========
December 31, 1997 173,000 1,258,000
======= =========
December 31, 1998 52,000 442,000
======= =========
All of the Partnership's reserves are located within the continental
United States.
<PAGE>
Southwest Royalties, Inc. Income Fund V
(a Tennessee limited partnership)
Notes to Financial Statements
7. Estimated Oil and Gas Reserves (unaudited)- continued
* Ryder Scott Company Petroleum Engineers prepared the reserve and
present value data for 96.4% of the Partnership's existing properties
as of January 1, 1999. Another independent petroleum engineer
prepared the remaining 3.6% of the Partnership's properties. The
reserve estimates were made in accordance with guidelines established
by the Securities and Exchange Commission pursuant to Rule 4-10(a) of
Regulation S-X. Such guidelines require oil and gas reserve reports
be prepared under existing economic and operating conditions with no
provisions for price and cost escalation except by contractual
arrangements.
The New York Mercantile Exchange price at December 31, 1998 of $12.05
was used as the beginning basis for the oil price. Oil price
adjustments from $12.05 per barrel were made in the individual
evaluations to reflect oil quality, gathering and transportation
costs. The results are an average price received at the lease of
$10.45 per barrel in the preparation of the reserve report as of
January 1, 1999.
In the determination of the gas price, the New York Mercantile
Exchange price at December 31, 1998 of $1.95 was used as the beginning
basis. Gas price adjustments from $1.95 per Mcf were made in the
individual evaluations to reflect BTU content, gathering and
transportation costs and gas processing and shrinkage. The results
are an average price received at the lease of $1.79 per Mcf in the
preparation of the reserve report as of January 1, 1999.
The evaluation of oil and gas properties is not an exact science and
inevitably involves a significant degree of uncertainty, particularly
with respect to the quantity of oil or gas that any given property is
capable of producing. Estimates of oil and gas reserves are based on
available geological and engineering data, the extent and quality of
which may vary in each case and, in certain instances, may prove to be
inaccurate. Consequently, properties may be depleted more rapidly
than the geological and engineering data have indicated.
Unanticipated depletion, if it occurs, will result in lower reserves
than previously estimated; thus an ultimately lower return for the
Partnership. Basic changes in past reserve estimates occur annually.
As new data is gathered during the subsequent year, the engineer must
revise his earlier estimates. In applying industry standards and
procedures, the new data may cause the previous estimates to be
revised. This revision may increase or decrease the earlier estimated
volumes. Accordingly, reserve estimates are often different from the
quantities of oil and gas that are ultimately recovered.
The Partnership has reserves which are classified as proved developed
producing and proved undeveloped. All of the proved reserves are
included in the engineering reports which evaluate the Partnership's
present reserves. Because the Partnership does not engage in drilling
activities, the development of proved undeveloped reserves is
conducted pursuant to farm-out arrangements with the Managing General
Partner or unrelated third parties. Generally, the Partnership
retains a carried interest such as an overriding royalty interest
under the terms of a farm-out or receives cash.
<PAGE>
Southwest Royalties, Inc. Income Fund V
(a Tennessee limited partnership)
Notes to Financial Statements
7. Estimated Oil & Gas Reserves (unaudited) - continued
The standardized measure of discounted future net cash flows relating
to proved oil and gas reserves at December 31, 1998, 1997 and 1996 is
presented below:
1998 1997 1996
---- ---- ----
Future cash inflows, net of
production and development
costs $ 653,000 3,165,000 6,926,000
10% annual discount for
estimated timing of cash
flows 200,000 1,165,000 2,722,000
--------- --------- ---------
Standardized measure of
discounted future net cash
flows $ 453,000 2,000,000 4,204,000
========= ========= =========
The principal sources of change in the standardized measure of
discounted future net cash flows for the years ended December 31,
1998, 1997 and 1996 are as follows:
1998 1997 1996
---- ---- ----
Sales of oil and gas produced,
net of production costs $ (123,000) (394,000) (781,000)
Changes in prices and production costs (1,099,000)(1,829,000)
1,943,000
Changes of production rates
(timing) and other 81,000 (99,000) 457,000
Sales of minerals in place - (5,000)
Revisions of previous
quantities estimates (606,000) (302,000) (80,000)
Accretion of discount 200,000 420,000 351,000
Discounted future net
cash flows -
Beginning of year 2,000,000 4,204,000 2,319,000
--------- --------- ---------
End of year $ 453,000 2,000,000 4,204,000
========= ========= =========
Future net cash flows were computed using year-end prices and costs
that related to existing proved oil and gas reserves in which the
Partnership has mineral interests.
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
On June 9, 1997 Southwest Royalties, Inc. the Partnership's Managing
General Partner (Southwest Royalties, Inc.) dismissed Joseph Decosimo and
Company as the Partnership's independent accountants. The Managing General
Partner's Board of Directors approved the decision to change the
Partnership's independent accountants.
The report of Joseph Decosimo and Company on the financial statements for
the fiscal year ended December 31, 1996 contained no adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty,
audit scope or accounting principle.
In connection with its audit for the fiscal year ended December 31, 1996
and through June 9, 1997, there have been no disagreements with Joseph
Decosimo and Company on any matter of accounting principles or practices,
financial statements disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Joseph Decosimo and
Company would have caused them to make reference thereto in their report on
the financial statements for such year.
The Registrant has requested that Joseph Decosimo and Company furnish it
with a letter addressed to the SEC stating whether or not is agrees with
the above statements. A copy of that letter is included as Exhibit 16 and
has been filed with the Securities and Exchange Commission.
<PAGE>
Part III
Item 10. Directors and Executive Officers of the Registrant
Management of the Partnership is provided by Southwest Royalties, Inc., as
Managing General Partner. The names, ages, offices, positions and length
of service of the directors and executive officers of Southwest Royalties,
Inc. are set forth below. Each director and executive officer serves for a
term of one year. The present directors of the Managing General Partner
have served in their capacity since the Company's formation in 1983.
Name Age Position
- -------------------- --- -----------------------------------
- -------
H. H. Wommack, III 43 Chairman of the Board,
President,
Chief Executive Officer, Treasurer
and Director
H. Allen Corey 42 Secretary and Director
Bill E. Coggin 44 Vice President and Chief
Financial Officer
Jon P. Tate 41 Vice President, Land and
Assistant Secretary
R. Douglas Keathley 43 Vice President, Operations
J. Steven Person 40 Vice President, Marketing
Paul L. Morris 57 Director
H. H. Wommack, III, is Chairman of the Board, President, Chief Executive
Officer, Treasurer, principal stockholder and a director of the Managing
General Partner, and has served as its President since the Company's
organization in August, 1983. Prior to the formation of the Company, Mr.
Wommack was a self-employed independent oil producer engaged in the
purchase and sale of royalty and working interests in oil and gas leases,
and the drilling of exploratory and developmental oil and gas wells. Mr.
Wommack holds a J.D. degree from the University of Texas from which he
graduated in 1980, and a B.A. from the University of North Carolina in
1977.
H. Allen Corey, a founder of the Managing General Partner, has served as
the Managing General Partner's secretary and a director since its
inception. Mr. Corey is President of Trolley Barn Brewery, Inc., a brew
pub restaurant chain based in the Southeast. Prior to his involvement with
Trolley Barn, Mr. Corey was a partner at the law firm of Miller & Martin in
Chattanooga, Tennessee. He is currently of counsel to the law firm of
Baker, Donelson, Bearman & Caldwell, with the offices in Chattanooga,
Tennessee. Mr. Corey received a J.D. degree from the Vanderbilt University
Law School and B.A. degree from the University of North Carolina at Chapel
Hill.
<PAGE>
Bill E. Coggin, Vice President and Chief Financial Officer, has been with
the Managing General Partner since 1985. Mr. Coggin was Controller for Rod
Ric Corporation of Midland, Texas, an oil and gas drilling company, during
the latter part of 1984. He was Controller for C.F. Lawrence & Associates,
Inc., an independent oil and gas operator also of Midland, Texas during the
early part of 1984. Mr. Coggin taught public school for four years prior
to his business experience. Mr. Coggin received a B.S. in Education and a
B.B.A. in Accounting from Angelo State University.
Jon P. Tate, Vice President, Land and Assistant Secretary, assumed his
responsibilities with the Managing General Partner in 1989. Prior to
joining the Managing General Partner, Mr. Tate was employed by C.F.
Lawrence & Associates, Inc., an independent oil and gas company, as Land
Manager from 1981 through 1989. Mr. Tate is a member of the Permian Basin
Landman's Association and received his B.B.S. degree from Hardin-Simmons
University.
R. Douglas Keathley, Vice President, Operations, assumed his
responsibilities with the Managing General Partner as a Production Engineer
in October, 1992. Prior to joining the Managing General Partner, Mr.
Keathley was employed for four (4) years by ARCO Oil & Gas Company as
senior drilling engineer working in all phases of well production (1988-
1992), eight (8) years by Reading & Bates Petroleum Company as senior
petroleum engineer responsible for drilling (1980-1988) and two (2) years
by Tenneco Oil Company as drilling engineer responsible for all phases of
drilling (1978-1980). Mr. Keathley received his B.S. in Petroleum
Engineering in 1977 from the University of Oklahoma.
J. Steven Person, Vice President, Marketing, assumed his responsibilities
with the Managing General Partner as National Marketing Director in 1989.
Prior to joining the Managing General Partner, Mr. Person served as Vice
President of Marketing for CRI, Inc., and was associated with Capital
Financial Group and Dean Witter (1983). He received a B.B.A. from Baylor
University in 1982 and an M.D.A. from Houston Baptist University in 1987.
Paul L. Morris has served as a Director of Southwest Royalties Holdings,
Inc. since August 1998 and Southwest Royalties, Inc. since September 1998.
Mr. Morris is President and CEO of Wagner & Brown, Ltd., one of the largest
independently owned oil and gas companies in the United States. Prior to
his position with Wagner & Brown, Mr. Morris served as President of Banner
Energy and in various managerial positions with Columbia Gas System, Inc.
Key Employees
Accounting and Administrative Officer - Debbie A. Brock, age 46, assumed
her position with the Managing General Partner in 1991. Prior to joining
the Managing General Partner, Ms. Brock was employed with Western Container
Corporation as Accounting Manager (1982-1990), Synthetic Industries
(Texas), Inc. as Accounting Manager (1976-1982) and held various accounting
positions in the manufacturing industry (1971-1975). Ms. Brock received a
B.B.A. from the University of Houston.
<PAGE>
Controller - Robert A. Langford, age 49, assumed his responsibilities with
the Managing General Partner in 1992. Mr. Langford received his B.B.A.
degree in Accounting in 1975 from the University of Central Arkansas.
Prior to joining the Managing General Partner, Mr. Langford was employed
with Forest Oil Corporation as Corporate Coordinator, Regional Coordinator,
Accounting Manager. He held various other positions from 1982-1992 and
1976-1980 and was Assistant Controller of National Oil Company from 1980-
1982.
Financial Reporting Manager - Bryan Dixon, C.P.A., age 32, assumed his
responsibilities with the Managing General Partner in 1992. Mr. Dixon
received his B.B.A. degree in Accounting in 1988 from Texas Tech University
in Lubbock, Texas. Prior to joining the Managing General Partner, Mr.
Dixon was employed as a Senior Auditor with Johnson, Miller & Company from
1991-1992 and Audit Supervisor for Texas Tech University and the Texas Tech
University Health Sciences Center from 1988-1991.
Production Superintendent - Steve C. Garner, age 57, assumed his
responsibilities with the Managing General Partner as Production
Superintendent in July, 1989. Prior to joining the Managing General
Partner, Mr. Garner was employed 16 years by Shell Oil Company working in
all phases of oil field production as operations foreman, one and one-half
years with Petroleum Corporation of Delaware as Production Superintendent,
six years as an independent engineering consultant, and one year with
Citation Oil & Gas Corp. as a workover, completion and production foreman.
Mr. Garner has worked extensively in the Permian Basin oil field for the
last 25 years.
Tax Manager - Carolyn Cookson, age 42, assumed her position with the
Managing General Partner in April 1989. Prior to joining the Managing
General Partner, Ms. Cookson was employed as Director of Taxes at C.F.
Lawrence & Associates, Inc. from 1983 to 1989, and worked in public
accounting at McCleskey, Cook & Green, P.C. from 1981 to 1983 and Deanna
Brady, C.P.A. from 1980 to 1981. She is a member of the Permian Basin
Chapter of the Petroleum Accountants' Society, and serves on its Board of
Directors and is liaison to the Tax Committee. Ms. Cookson received a
B.B.A. in accounting from New Mexico State University.
Investor Relations Manager - Sandra K. Flournoy, age 52, came to Southwest
Royalties, Inc. in 1988 from Parker & Parsley Petroleum, where she was
Assistant Manager of Investor Services and Broker/Dealer Relations for two
years. Prior to that, Ms. Flournoy was Administrative Assistant to the
Superintendent at Greenwood ISD for four years.
<PAGE>
In certain instances, the Managing General Partner will engage professional
petroleum consultants and other independent contractors, including
engineers and geologists in connection with property acquisitions,
geological and geophysical analysis, and reservoir engineering. The
Managing General Partner believes that, in addition to its own "in-house"
staff, the utilization of such consultants and independent contractors in
specific instances and on an "as-needed" basis allows for greater
flexibility and greater opportunity to perform its oil and gas activities
more economically and effectively.
Item 11. Executive Compensation
The Partnership does not have any directors or executive officers. The
executive officers of the Managing General Partner do not receive any cash
compensation, bonuses, deferred compensation or compensation pursuant to
any type of plan, from the Partnership. The Managing General Partner
received $109,200 during 1998, 1997 and 1996 as an annual administrative
fee.
Item 12. Security Ownership of Certain Beneficial Owners and Management
There are no limited partners who own of record, or are known by the
Managing General Partner to beneficially own, more than five percent of the
Partnership's limited partnership interests.
The Managing General Partner owns a nine percent interest in the
Partnership as a general partner. Through repurchase offers to the limited
partners, the Managing General Partner also owns 1,496 limited partner
units, a 20.0% limited partner interest. The Managing General Partner
total percentage interest ownership in the Partnership is 23.37%.
No officer or director of the Managing General Partner owns Units in the
Partnership. H. H. Wommack, III, as the individual general partner of the
Partnership, owns a one percent interest in the Partnership as a general
partner. The officers and directors of the Managing General Partner are
considered beneficial owners of the limited partner units acquired by the
Managing General Partner by virtue of their status as such. A list of
beneficial owners of limited partner units, acquired by the Managing
General Partner, is as follows:
<PAGE>
Amount and
Nature of Percent
Name and Address of Beneficial of
Title of Class Beneficial Owner Ownership Class
- ------------------- --------------------------- --------------- -------
Limited Partnership Southwest Royalties, Inc. Directly Owns 20.0%
Interest Managing General Partner
1,496 Units
407 N. Big Spring Street
Midland, TX 79701
Limited Partnership H. H. Wommack, III Indirectly Owns 20.0%
Interest Chairman of the Board,
1,496 Units
President, CEO, Treasurer
and Director of Southwest
Royalties, Inc., the
Managing General Partner
407 N. Big Spring Street
Midland, TX 79701
Limited Partnership H. Allen Corey Indirectly Owns 20.0%
Interest Secretary and Director of
1,496 Units
Southwest Royalties, Inc.,
the Managing General
Partner
633 Chestnut Street
Chattanooga, TN 37450-1800
Limited Partnership Bill E. Coggin Indirectly Owns 20.0%
Interest Vice President and CFO of
1,496 Units
Southwest Royalties, Inc.,
the Managing General
Partner
407 N. Big Spring Street
Midland, TX 79701
Limited Partnership Jon P. Tate Indirectly Owns 20.0%
Interest Vice President, Land and
1,496 Units
Assistant Secretary of
Southwest Royalties, Inc.,
the Managing General
Partner
407 N. Big Spring Street
Midland, TX 79701
Limited Partnership J. Steven Person Indirectly Owns 20.0%
Interest Vice President, Marketing
1,496 Units
of Southwest Royalties, Inc.,
the Managing General
Partner
407 N. Big Spring Street
Midland, TX 79701
Limited Partnership R. Douglas Keathley Indirectly Owns 20.0%
Interest Vice President,1,496
Units
Operations of Southwest
Royalties, Inc., the
Managing General
Partner
407 N. Big Spring Street
Midland, TX 79701
<PAGE>
Amount and
Nature of
Percent
Name and Address ofBeneficial
of
Title of Class Beneficial Owner Ownership Class
- ------------------- --------------------------- --------------- -------
Limited Partnership Paul L. Morris Indirectly Owns 20.0%
Interest Director of Southwest
1,496 Units
Royalties, Inc., the
Managing General
Partner
407 N. Big Spring Street
Midland, TX 79701
There are no arrangements known to the Managing General Partner which may
at a subsequent date result in a change of control of the Partnership.
Item 13. Certain Relationships and Related Transactions
In 1998, the Managing General Partner received $109,200 as an
administrative fee. This amount is part of the general and administrative
expenses incurred by the Partnership.
In some instances the Managing General Partner and certain officers and
employees may be working interest owners in an oil and gas property in
which the Partnership also has a net profits interest. Certain properties
in which the Partnership has an interest are operated by the Managing
General Partner, which was paid approximately $103,100 for administrative
overhead attributable to operating such properties during 1998.
Certain subsidiaries or affiliates of the Managing General Partner perform
various oilfield services for properties in which the Partnership owns an
interest. Such services aggregated approximately $7,400 for the year ended
December 31, 1998.
The law firm of Baker, Donelson, Bearman & Caldwell of which H. Allen
Corey, an officer and director of the Managing General Partner, is a
partner, is counsel to the Partnership. Legal services rendered by Baker,
Donelson, Bearman & Caldwell to the Partnership during 1998 were
approximately $800, which constitutes an immaterial portion of that firm's
business.
In the opinion of management, the terms of the above transactions are
similar to ones with unaffiliated third parties.
<PAGE>
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) Financial Statements:
Included in Part II of this report --
Reports of Independent Accountants
Balance Sheets
Statements of Operations
Statement of Changes in Partners' Equity
Statements of Cash Flows
Notes to Financial Statements
(2) Schedules required by Article 12 of Regulation S-
X are either omitted because they are not applicable or
because the required information is shown in the
financial statements or the notes thereto.
(3) Exhibits:
4 (a) Certificate and Agreement of
Limited Partnership of Southwest Royalties, Inc.
Income Fund V, dated May 1, 1986. (Incorporated
by reference from Partnership's Form 10-K for the
fiscal year ended December 31, 1986.)
(b) First Amendment to
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V, dated
May 21, 1986. (Incorporated by reference from
Partnership's Form 10-K for the fiscal year ended
December 31, 1986.)
(c) Second Amendment to
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V, dated
July 1, 1986. (Incorporated by reference from
Partnership's Form 10-K for the fiscal year ended
December 31, 1986.)
(d) Third Amendment to
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V,
dated July 17, 1986. (Incorporated by reference
from Partnership's Form 10-K for the fiscal year
ended December 31, 1986.)
(e) Fourth Amendment to
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V,
dated September 8, 1986. (Incorporated by
reference from Partnership's Form 10-K for the
fiscal year ended December 31, 1986.)
<PAGE>
(f) Fifth Amendment to
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V,
dated October 9, 1987. (Incorporated by
reference from the Partnership's Form 10-K for
the fiscal year ended December 31, 1987.)
(g) Sixth Amendment to
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V,
dated September 3, 1987. (Incorporated by
reference from the Partnership's Form 10-K for
the fiscal year ended December 31, 1987.)
(h) Seventh Amendment to
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V, dated
June 30, 1988. (Incorporated by reference from
the Partnership's Form 10-K for the fiscal year
ended December 31, 1988.)
(i) Eighth Amendment to the
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V, dated
December 31, 1988. (Incorporated by reference
from the Partnership's Form 10-K for the fiscal
year ended December 31, 1989.)
(j) Tenth Amendment to the
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V,
dated March 19, 1990. (Incorporated by reference
from the Partnership's Form 10-K for the fiscal
year ended December 31, 1990.)
(k) Eleventh Amendment to the
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V,
dated December 31, 1990. (Incorporated by
reference from the Partnership's Form 10-K for
the fiscal year ended December 31, 1990.)
(l) Twelfth Amendment to the
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V,
dated September 30, 1991. (Incorporated by
reference from the Partnership's Form 10-K for
the fiscal year ended December 31, 1991.)
(m) Thirteenth Amendment to the
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V, dated
December 31, 1991. (Incorporated by reference
from the Partnership's Form 10-K for the fiscal
year ended December 31, 1992.)
<PAGE>
(n) Fourteenth Amendment to the
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V, dated
March 31, 1992. (Incorporated by reference from
the Partnership's Form 10-K for the fiscal year
ended December 31, 1992.)
(o) Fifteenth Amendment to the
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V, dated
June 30, 1992. (Incorporated by reference from
the Partnership's Form 10-K for the fiscal year
ended December 31, 1992.)
(p) Sixteenth Amendment to the
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V, dated
November 23, 1992. (Incorporated by reference
from the Partnership's Form 10-K for the fiscal
year ended December 31, 1992.)
(q) Seventeenth Amendment to the
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V, dated
April 22, 1993. (Incorporated by reference from
the Partnership's Form 10-K for the fiscal year
ended December 31, 1993.)
(r) Eighteenth Amendment to the
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V, dated
September 30, 1993. (Incorporated by reference
from the Partnership's Form 10-K for the fiscal
year ended December 31, 1993.)
(s) Nineteenth Amendment to the
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V, dated
December 31, 1993. (Incorporated by reference
from the Partnership's Form 10-K for the fiscal
year ended December 31, 1993.)
(t) Twentieth Amendment to the
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V, dated
July 26, 1994. (Incorporated by reference from
the Partnership's Form 10-K for the fiscal year
ended December 31, 1994.)
(u) Twenty First Amendment to the
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V, dated
January 18, 1995. (Incorporated by reference
from the Partnership's Form 10-K for the fiscal
year ended December 31, 1994.)
<PAGE>
(v) Twenty Second Amendment to
the Certificate and Agreement of Limited
Partnership of Southwest Royalties, Inc. Income
Fund V, dated July 26, 1995. (Incorporated by
reference from the Partnership's Form 10-K for
the fiscal year ended December 31, 1995.)
(w) Twenty Third Amendment to the
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V, dated
January 17, 1996. (Incorporated by reference
from the Partnership's Form 10-K for the fiscal
year ended December 31, 1995.)
(x) Twenty Fourth Amendment to
the Certificate and Agreement of Limited
Partnership of Southwest Royalties, Inc. Income
Fund V, dated April 30, 1996. (Incorporated by
reference from the Partnership's Form 10-K for
the fiscal year ended December 31, 1996.)
(y) Twenty Fifth Amendment to the
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V, dated
September 30, 1996. (Incorporated by reference
from the Partnership's Form 10-K for the fiscal
year ended December 31, 1996.)
(z) Twenty Sixth Amendment to the
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V, dated
January 15, 1997. (Incorporated by reference
from the Partnership's Form 10-K for the fiscal
year ended December 31, 1997.
(aa) Twenty Seventh Amendment to the Certificate and
Agreement of Limited
Partnership of Southwest Royalties, Inc. Income Fund
V, dated May 10, 1997.
(Incorporated by reference from the Partnership's
Form 10-K for the fiscal
year ended December 31, 1997.)
(bb) Twenty Eighth Amendment to Certificate and
Agreement of Limited Partnership of Southwest
Royalties, Inc. Income V, dated January 30,
1998. (Incorporated by reference from the
Partnership's Form 10-K for the fiscal year
ended December 31, 1998.)
(cc) Twenty Ninth Amendment to Certificate and
Agreement of Limited Partnership of Southwest
Royalties, Inc. Income Fund V, dated July 27,
1998. (Incorporated by reference from the
Partnership's Form 10-K for the fiscal year
ended December 31, 1998.)
(dd) Thirtieth Amendment to Certificate and
Agreement of Limited Partnership of Southwest
Royalties, Inc. Income Fund V, dated December
22, 1998. (Incorporated by reference from the
Partnership's Form 10-k for the fiscal year
ended December 31, 1998.)
27 Financial Data Schedule
99 Limited Partners as of January 30, 1998
Limited Partners as of July 27, 1998
Limited Partners as of December 22, 1998
(b) Reports on Form 8-K
There were no reports filed on Form 8-K during the quarter
ended December 31, 1998.
<PAGE>
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Southwest Royalties, Inc. Income Fund V, a
Tennessee limited partnership
By: Southwest Royalties, Inc., Managing
General Partner
By: /s/ H. H. Wommack, III
-----------------------------
H. H. Wommack, III, President
Date: March 31, 1999
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
Partnership and in the capacities and on the dates indicated.
By: /s/ H. H. Wommack, III
-----------------------------------
H. H. Wommack, III, Chairman of the
Board, President, Chief Executive
Officer, Treasurer and Director
Date: March 31, 1999
By: /s/ H. Allen Corey
-----------------------------
H. Allen Corey, Secretary and
Director
Date: March 31, 1999
<PAGE>
Exhibit Index
Item No. Description Page No.
14(a)(3) Exhibit 4(bb): Twenty Eighth Amendment to the 50
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V, dated
January 30, 1998.
Exhibit 4(cc): Twenty Ninth Amendment to the 52
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V, dated
July 27, 1998.
Exhibit 4(dd): Thirtieth Amendment to the 54
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V, dated
December 22, 1998.
<PAGE>
This Instrument Prepared By:
J. Porter Durham, Jr.
Baker, Donelson, Bearman & Caldwell
1800 Republic Centre
633 Chestnut Street
Chattanooga, Tennessee 37450
TWENTY-EIGHTH AMENDMENT TO CERTIFICATE AND AGREEMENT OF
LIMITED PARTNERSHIP OF SOUTHWEST ROYALTIES, INC.
INCOME FUND V, A TENNESSEE LIMITED PARTNERSHIP
Pursuant to the Tennessee Revised Uniform Limited Partnership Act, 62-2-
1204 of the Tennessee Code Annotated, and the provisions of the Tennessee
Uniform Limited Partnership Act, being formerly 61-2-101, et seq. of the
Tennessee Code Annotated, this Twenty Eighth Amendment (the "Amendment") to
the Certificate and Agreement of Limited Partnership of Southwest
Royalties, Inc. Income V is executed to be effective as of the 8th day of
January, 1998, by and between H.H. WOMMACK, III, an individual ("General
Partner"), SOUTHWEST ROYALTIES, INC. ("Managing General Partner") (the
Managing General Partner and the General Partner, are hereinafter
collectively referred to as "General Partners"), and the General Partners
as attorney-in-fact for those persons and entities listed on Schedule 1
attached to this Amendment, whether existing or additional limited partners
(collectively the "Limited Partners") and as attorney-in-fact for the
Withdrawing Limited Partners, as defined hereinafter.
WHEREAS, Southwest Royalties, Inc. Income V was organized as a Tennessee
limited partnership pursuant to an Agreement of Limited Partnership, as
amended from time to time, dated May 2, 1986 and recorded in Book 3197,
Page 943 in the Register's Office of Hamilton County, Tennessee (the
"Agreement"); and
WHEREAS, the General Partners, Limited Partners and Withdrawing Limited
Partners desire to amend the Agreement in the manner set forth herein;
NOW, THEREFORE, for and in consideration of the mutual rights and
obligations herein and other good and valuable consideration the receipt
and legal sufficiency of which are acknowledged, the parties hereto agree
as follows:
1. Schedule 1 to the Agreement is hereby deleted in its entirety and
replaced by the Schedule 1 attached hereto. Those persons and
entities which were formerly listed on Schedule 1 to the Agreement but
which are not listed on the revised Schedule 1 attached hereto shall
be defined collectively as the "Withdrawing Limited Partners."
2. Except as provided herein, the Agreement is hereby constituted and
acknowledged as the controlling Agreement of Southwest Royalties, Inc.
Income Fund V.
IN WITNESS WHEREOF, the parties hereto acknowledge that they have executed
this Amendment to the Agreement to be effective as of the date first
above written.
GENERAL PARTNERS:
/s/ H. H. Wommack, III
By: -----------------------------------
H. H. Wommack, III, General Partner
By: SOUTHWEST ROYALTIES, INC.
Managing General Partner
/s/ H. H. Wommack, III
By: -----------------------------------
H. H. Wommack, III, President
LIMITED PARTNERS:
By: General Partners, as attorneys-in-fact for
the Limited Partners listed on Schedule 1 attached
hereto and those Withdrawing Limited Partners removed
from Schedule 1 under Powers of Attorney previously
granted
By: /s/ H. H. Wommack, III
-----------------------------------
H. H. Wommack, III
By: SOUTHWEST ROYALTIES, INC.
Managing General Partner
/s/ H. H. Wommack, III
By: -----------------------------------
STATE OF TENNESSEE )
COUNTY OF HAMILTON )
Before me, Suetta M. Morgan, a Notary Public in and for the State and
County aforesaid, personally appeared H.H. Wommack, III, with whom I am
personally acquainted (or proved to me on the basis of satisfactory
evidence), and who, upon oath, acknowledged himself to be the attorney-in-
fact for the admitted and withdrawing Limited Partners and as president of
Southwest Royalties, Inc. for itself and as attorney-in-fact for the
admitted and withdrawing Limited Partners, and who further acknowledged
that he is authorized by Southwest Royalties, Inc., the Limited Partners
and the Withdrawing Limited Partners to execute this document on its and
their behalf.
Witness my hand and seal at office, on this the 30th day of January, 1998.
/s/ Suetta M. Morgan
-----------------------------------
Notary Public
<PAGE>
This Instrument Prepared By:
J. Porter Durham, Jr.
Baker, Donelson, Bearman & Caldwell
1800 Republic Centre
633 Chestnut Street
Chattanooga, Tennessee 37450
TWENTY-NINTH AMENDMENT TO CERTIFICATE AND AGREEMENT OF
LIMITED PARTNERSHIP OF SOUTHWEST ROYALTIES, INC.
INCOME FUND V, A TENNESSEE LIMITED PARTNERSHIP
Pursuant to the Tennessee Revised Uniform Limited Partnership Act, 62-2-
1204 of the Tennessee Code Annotated, and the provisions of the Tennessee
Uniform Limited Partnership Act, being formerly 61-2-101, et seq. of the
Tennessee Code Annotated, this Twenty Ninth Amendment (the "Amendment") to
the Certificate and Agreement of Limited Partnership of Southwest
Royalties, Inc. Income V is executed to be effective as of the 10th day of
July, 1998, by and between H.H. WOMMACK, III, an individual ("General
Partner"), SOUTHWEST ROYALTIES, INC. ("Managing General Partner") (the
Managing General Partner and the General Partner, are hereinafter
collectively referred to as "General Partners"), and the General Partners
as attorney-in-fact for those persons and entities listed on Schedule 1
attached to this Amendment, whether existing or additional limited partners
(collectively the "Limited Partners") and as attorney-in-fact for the
Withdrawing Limited Partners, as defined hereinafter.
WHEREAS, Southwest Royalties, Inc. Income V was organized as a Tennessee
limited partnership pursuant to an Agreement of Limited Partnership, as
amended from time to time, dated May 2, 1986 and recorded in Book 3197,
Page 943 in the Register's Office of Hamilton County, Tennessee (the
"Agreement"); and
WHEREAS, the General Partners, Limited Partners and Withdrawing Limited
Partners desire to amend the Agreement in the manner set forth herein;
NOW, THEREFORE, for and in consideration of the mutual rights and
obligations herein and other good and valuable consideration the receipt
and legal sufficiency of which are acknowledged, the parties hereto agree
as follows:
1. Schedule 1 to the Agreement is hereby deleted in its entirety and
replaced by the Schedule 1 attached hereto. Those persons and
entities which were formerly listed on Schedule 1 to the Agreement but
which are not listed on the revised Schedule 1 attached hereto shall
be defined collectively as the "Withdrawing Limited Partners."
2. Except as provided herein, the Agreement is hereby constituted and
acknowledged as the controlling Agreement of Southwest Royalties, Inc.
Income Fund V.
IN WITNESS WHEREOF, the parties hereto acknowledge that they have executed
this Amendment to the Agreement to be effective as of the date first
above written.
GENERAL PARTNERS:
/s/ H. H. Wommack, III
By: -----------------------------------
H. H. Wommack, III, General Partner
By: SOUTHWEST ROYALTIES, INC.
Managing General Partner
/s/ H. H. Wommack, III
By: -----------------------------------
H. H. Wommack, III, President
LIMITED PARTNERS:
By: General Partners, as attorneys-in-fact for
the Limited Partners listed on Schedule 1 attached
hereto and those Withdrawing Limited Partners removed
from Schedule 1 under Powers of Attorney previously
granted
By: /s/ H. H. Wommack, III
-----------------------------------
H. H. Wommack, III
By: SOUTHWEST ROYALTIES, INC.
Managing General Partner
/s/ H. H. Wommack, III
By: -----------------------------------
STATE OF TENNESSEE )
COUNTY OF HAMILTON )
Before me, Suetta M. Morgan, a Notary Public in and for the State and
County aforesaid, personally appeared H.H. Wommack, III, with whom I am
personally acquainted (or proved to me on the basis of satisfactory
evidence), and who, upon oath, acknowledged himself to be the attorney-in-
fact for the admitted and withdrawing Limited Partners and as president of
Southwest Royalties, Inc. for itself and as attorney-in-fact for the
admitted and withdrawing Limited Partners, and who further acknowledged
that he is authorized by Southwest Royalties, Inc., the Limited Partners
and the Withdrawing Limited Partners to execute this document on its and
their behalf.
Witness my hand and seal at office, on this the 27th day of July, 1998.
/s/ Suetta M. Morgan
-----------------------------------
Notary Public
<PAGE>
This Instrument Prepared By:
J. Porter Durham, Jr.
Baker, Donelson, Bearman & Caldwell
1800 Republic Centre
633 Chestnut Street
Chattanooga, Tennessee 37450
THIRTIETH AMENDMENT TO CERTIFICATE AND AGREEMENT OF
LIMITED PARTNERSHIP OF SOUTHWEST ROYALTIES, INC.
INCOME FUND V, A TENNESSEE LIMITED PARTNERSHIP
Pursuant to the Tennessee Revised Uniform Limited Partnership Act, 62-2-
1204 of the Tennessee Code Annotated, and the provisions of the Tennessee
Uniform Limited Partnership Act, being formerly 61-2-101, et seq. of the
Tennessee Code Annotated, this Thirtieth Amendment (the "Amendment") to the
Certificate and Agreement of Limited Partnership of Southwest Royalties,
Inc. Income V is executed to be effective as of the 30th day of September,
1998, by and between H.H. WOMMACK, III, an individual ("General Partner"),
SOUTHWEST ROYALTIES, INC. ("Managing General Partner") (the Managing
General Partner and the General Partner, are hereinafter collectively
referred to as "General Partners"), and the General Partners as attorney-in-
fact for those persons and entities listed on Schedule 1 attached to this
Amendment, whether existing or additional limited partners (collectively
the "Limited Partners") and as attorney-in-fact for the Withdrawing Limited
Partners, as defined hereinafter.
WHEREAS, Southwest Royalties, Inc. Income V was organized as a Tennessee
limited partnership pursuant to an Agreement of Limited Partnership, as
amended from time to time, dated May 2, 1986 and recorded in Book 3197,
Page 943 in the Register's Office of Hamilton County, Tennessee (the
"Agreement"); and
WHEREAS, the General Partners, Limited Partners and Withdrawing Limited
Partners desire to amend the Agreement in the manner set forth herein;
NOW, THEREFORE, for and in consideration of the mutual rights and
obligations herein and other good and valuable consideration the receipt
and legal sufficiency of which are acknowledged, the parties hereto agree
as follows:
1. Schedule 1 to the Agreement is hereby deleted in its entirety and
replaced by the Schedule 1 attached hereto. Those persons and
entities which were formerly listed on Schedule 1 to the Agreement but
which are not listed on the revised Schedule 1 attached hereto shall
be defined collectively as the "Withdrawing Limited Partners."
2. Except as provided herein, the Agreement is hereby constituted and
acknowledged as the controlling Agreement of Southwest Royalties, Inc.
Income Fund V.
IN WITNESS WHEREOF, the parties hereto acknowledge that they have executed
this Amendment to the Agreement to be effective as of the date first
above written.
GENERAL PARTNERS:
/s/ H. H. Wommack, III
By: -----------------------------------
H. H. Wommack, III, General Partner
By: SOUTHWEST ROYALTIES, INC.
Managing General Partner
/s/ H. H. Wommack, III
By: -----------------------------------
H. H. Wommack, III, President
LIMITED PARTNERS:
By: General Partners, as attorneys-in-fact for
the Limited Partners listed on Schedule 1 attached
hereto and those Withdrawing Limited Partners removed
from Schedule 1 under Powers of Attorney previously
granted
By: /s/ H. H. Wommack, III
-----------------------------------
H. H. Wommack, III
By: SOUTHWEST ROYALTIES, INC.
Managing General Partner
/s/ H. H. Wommack, III
By: -----------------------------------
STATE OF TENNESSEE )
COUNTY OF HAMILTON )
Before me, Suetta M. Morgan, a Notary Public in and for the State and
County aforesaid, personally appeared H.H. Wommack, III, with whom I am
personally acquainted (or proved to me on the basis of satisfactory
evidence), and who, upon oath, acknowledged himself to be the attorney-in-
fact for the admitted and withdrawing Limited Partners and as president of
Southwest Royalties, Inc. for itself and as attorney-in-fact for the
admitted and withdrawing Limited Partners, and who further acknowledged
that he is authorized by Southwest Royalties, Inc., the Limited Partners
and the Withdrawing Limited Partners to execute this document on its and
their behalf.
Witness my hand and seal at office, on this the 22nd day of December, 1998.
/s/ Suetta M. Morgan
-----------------------------------
Notary Public
<PAGE>
AMENDMENTS FOLLOW AS EX-99
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Balance Sheet at December 31, 1998 and the Statement of Operations for the
Year Ended December 31, 1998 and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 12,785
<SECURITIES> 0
<RECEIVABLES> 7,961
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 20,746
<PP&E> 6,159,438
<DEPRECIATION> 5,706,800
<TOTAL-ASSETS> 473,384
<CURRENT-LIABILITIES> 196
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 473,188
<TOTAL-LIABILITY-AND-EQUITY> 473,384
<SALES> 122,808
<TOTAL-REVENUES> 123,887
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 847,929
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (724,042)
<INCOME-TAX> 0
<INCOME-CONTINUING> (724,042)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (724,042)
<EPS-PRIMARY> (86.90)
<EPS-DILUTED> (86.90)
</TABLE>
RUN DATE: Monday March 15,1999 2:14 PM PAGE 1
SWR INCOME FUND V
I N V E S T O R L I S T I N G B Y P A R T N E R S H I P
As of 12/22/98 For Investors: ALL
-------INVESTOR---------------------- UNITS INVESTMENT
NUMBER NAME/ADDRESS BOUGHT AMOUNT
AA590 John R. Aamodt IRA 2.0000 2,000.00
5 Dover Circle
Franklin, MA 02038-1560
AD111 Irene Russell Adams IRA 2.0000 2,000.00
4337 Lake Laurel Drive
Smyrna, GA 30082
AG430 Robert C. Agin IRA 15.0000 15,000.00
2388 Cherry Spring Cove
Cordova, TN 38018
AH270 Ahearn, Campbell, & Hughes Inc 6.0000 6,000.00
Employees PSP
c/o ACH Pension Consultants
5524 E. 4th Street
Tucson, AZ 85711-1445
AK430 Jackson Akimoto 5.0000 5,000.00
1202 E. Pike Unit #610
Seattle, WA 98122
AK430 Jackson Akimoto 5.0000 5,000.00
1202 E. Pike Unit #610
Seattle, WA 98122
AL570 Maxine Y. Allen IRA 5.0000 5,000.00
10654 Forest Avenue South
Seattle, WA 98178
AL571 J. Norris Allen 35.0000 35,000.00
3400 Knollwood Court
Buford, GA 30518
AL573 Leroy Allen, M.D. 34.0000 34,000.00
1603 Ridge Road
Raleigh, NC 27607
AL57U George W. or Bonnie L. Allis 27.0000 27,000.00
2615 Ross Lane
Eugene, OR 97404
AM112 N. J. Amar, M.D. IRA 15.0000 15,000.00
813 Forest Oaks Circle
Waco, TX 76712
AM210 Cecilia Luz Ambrosia 3.0000 3,000.00
<PAGE>
Erlinda B. Corpuz-Ambrosia
Custodian
300 Hospital Dr.
Spencer, WV 25276
AM236 Robert O. Hoover & Alex Gaynes 60.0000 60,000.00
TTEES for AMCEP, Inc. Profit
Sharing Plan and Trust
4484 E. Tennessee St.
Tucson, AZ 85714
AM632 The Jerry L. Amo Family Trust 25.0000 25,000.00
dated 9/21/87 Jerry L. &
Shirley A. Amo Trustees
43 Calle Lista
Rancho Mirage, CA 92270
AM636 Nancy M. Amos IRA 2.5000 2,500.00
604 Emerywood Drive
High Point, NC 27262
AN112 Virender Anand, M.D. 10.0000 10,000.00
P. O. Box 130
Hohenwald, TN 38462
AN25S Donald W. Anderson IRA 4.0000 4,000.00
Star Route 3
Ripley, WV 25271
AN268 Valerie V. Andrews 15.0000 15,000.00
P. O. Box 11086
Aspen, CO 81612-9659
AN26G Janet D. Andrews IRA 2.0000 2,000.00
2065 Towne Manor Drive
Kennesaw, GA 30144-2982
AN392 Theodore Angerson IRA 6.0000 6,000.00
3730 Lillo St.
Las Vegas, NV 89103
AN793 Caroline B. Ansbacher IRA 2.5000 2,500.00
1132 W. Davis Street
Burlington, NC 27215
AP732 Robert W. Applegate IRA 2.0000 2,000.00
1627 Buckman Springs Road
Campo, CA 91906
AP734 Aiken Gump Struss Hauer 2.0000 2,000.00
FBO Richard Appel
1333 New Hampshire Avenue
Washington, DC 20036
AR451 Valentina Arias 1.0600 1,060.55
10019 Chadsey Dr.
Whittier, CA 90603
<PAGE>
AR592 Charliene Armstrong 5.0000 5,000.00
7 Foxhill Close
Nashville, TN 37215
AR594 Philip S. Armstrong 3.0000 3,000.00
7 Foxhill Close
Nashville, TN 37215
AR595 Philip Armstrong III 5.0000 5,000.00
#7 Foxhill Close
Nashville, TN 37215
AR632 Roberta F. Aronson IRA 2.5000 2,500.00
1580 Sandpoint Dr.
Roswell, GA 30075
AR636 Robert A. Aronson IRA 2.5000 2,500.00
1580 Sandpoint Drive
Roswell, GA 30075
AR760 Linda J. Arrington IRA 3.0000 3,000.00
3508 Talwyn Court
Charlotte, NC 28269-8678
AR802 James A. Arthur IRA 5.0000 5,000.00
5315 N. W. Burr Oak
Johnston, IA 50131
AS251 Blanche E. Van Asdale 10.0000 10,000.00
4504 Magnolia Cove E.
Diberville, MS 39532
AS405 George Ashkar IRA 3.5000 3,500.00
4112 N. 27th St.
Arlington, VA 22207
AS530 Charles D. Askew IRA 2.5000 2,500.00
1420 Plymouth Drive
Brentwood, TN 37027-6910
AS730 Sandra Aspromonte IRA 2.0000 2,000.00
9200 Cherry Creek So Drive #10
Denver, CO 80231-4018
AU575 David E. Ault IRA 3.5000 3,500.00
1708 Nesbit Road
Nesbit, MS 38651
AU576 Gerald W. Ault II 75.0000 75,000.00
P. O. Box 182020
Memphis, TN 38181
AU577 Gerald W. Ault II IRA 20.0000 20,000.00
P. O. Box 182020
Memphis, TN 38181
AU787 First Trust Corp. 2.0000 2,000.00
<PAGE>
FBO Edwin D. Austin IRA
a/c #279823
P. O. BOX 173301
Denver, CO 80217-3301
AY571 Cecilia & Stephen Aylor 5.0000 5,000.00
Trustees, Cecilia Lewis Aylor
Revocable Trust u/a/d 11/30/94
2810 University Terrace NW
Washington, DC 20016
BA110 Rev James & Helen Baar 6.0000 6,000.00
146 Lakeview
Holland, MI 49424
BA212 N. S. Babu M.D. IRA 7.5000 7,500.00
1232 Vintage Place
Nashville, TN 37215
BA212 N. S. Babu M.D. IRA 15.0000 15,000.00
1232 Vintage Place
Nashville, TN 37215
BA250 R. John Badger, Jr. IRA 2.0000 2,000.00
1516 Germania Dr.
Des Moines, IA 50311
BA392 William R Bagwell Family Trust 16.0000 16,000.00
J. Gary Ciccone and Jill C.
Bagwell Trustees
2510 Raeford
Fayetteville, NC 28305
BA393 Hanna R. Bagwell 25.0000 25,000.00
1215 Summit Ave.
Washington, NC 27889
BA435 Stephen L. Baird 3.0000 3,000.00
4863 Rhea Rd.
Wichita Falls, TX 76308
BA614 Sam L. Banks 8.0000 8,000.00
Chattanooga Skin & Cancer
Voluntary Employee Contrib TR
300 Windmere Drive
Chattanooga, TN 37411
BA61G Aileen L. Banks IRA 2.5000 2,500.00
300 Windmere Drive
Chattanooga, TN 37411
BA61H Sandra K. Banks IRA 2.5000 2,500.00
300 Windmere Drive
Chattanooga, TN 37411
BA61I Dana B. Banks IRA 2.5000 2,500.00
300 Windmere Drive
<PAGE>
Chattanooga, TN 37411
BA61J Samuel L. Banks IRA 2.5000 2,500.00
300 Windmere Drive
Chattanooga, TN 37411
BA61P Esther M. Banks 10.0000 10,000.00
4445 Hastings Drive
Boulder, CO 80303
BA61Q Granger T. Banks 10.0000 10,000.00
3232 Redstone Lane
Boulder, CO 80303
BA763 Stanley L. Barr 5.0000 5,000.00
555 Westmont #151
San Luis Obispo, CA 93401
BA767 James Bartolini IRA 2.0000 2,000.00
47 Wood Pond Road
Glastonbury, CT 06033
BA775 Mrs. D. W. Bartlett 10.0000 10,000.00
3725 Austin Avenue
Waco, TX 76710
BA781 Robert J.H. Badger 15.0000 15,000.00
1516 Germania Drive
Des Moines, IA 50311
BA81H Boyd C. Batchelor IRA 6.0000 6,000.00
24 Northampton
Huntsville, AL 35801
BA841 Lonnie C. Baugh IRA 4.0000 4,000.00
P. O. Box 703
Vian, OK 74962-0703
BE112 Norma J. Bean IRA 2.5000 2,500.00
4936 Streamside Drive
McLeansville, NC 27301
BE115 Jack E. & Jean J. Beard 10.0000 10,000.00
1612 Falmouth Avenue
Deltona, FL 32725
BE234 Gary Becker, M.D. 7.0000 7,000.00
2200 N. 25th St.
Waco, TX 76708
BE57F Christopher M. Bell M.D. IRA 9.0000 9,000.00
44 Hayes Street Suite 201
Crossville, TN 38555
BE610 Robert V. Beneda IRA 3.0000 3,000.00
4433 Huntshire Dr.
Stone Mountain, GA 30083
<PAGE>
BE613 Bessie P. Bennett 10.0000 10,000.00
Rt 1 Box 52
Leland, MS 38756
BE61Y Jessica C. Bensinger Living 3.0000 3,000.00
Trust dated December 15, 1995
Jessica C. Bensinger Trustee
955 Green Oaks Drive
Memphis, TN 38117
BE621 June Bennett 10.0000 10,000.00
131 Waring Road
Memphis, TN 38117
BE621 June Bennett 10.0000 10,000.00
131 Waring Road
Memphis, TN 38117
BE750 Berry Hill Animal Clinic PSP 2.5000 2,500.00
638 Gleneagle Lane
Franklin, TN 37067-4472
BE759 Ellen K. Berkowitz IRA 2.0000 2,000.00
320 Cortez Street
Tallahassee, FL 32303-5624
BI571 Donna Billington IRA 2.0000 2,000.00
2124 Inverness Drive
Henderson, NV 89014
BI786 Eustace E. Bishop, Jr. 30.0000 30,000.00
P. O. Box 1326
Dothan, AL 36302
BI788 Davis Newton Bishop 6.0000 6,000.00
Sandra S. Bishop Custodian
3106 Fox Ridge
Dothan, AL 36303
BI789 Harrison Kimbrough Bishop 6.0000 6,000.00
Sandra S. Bishop Custodian
3106 Fox Ridge
Dothan, AL 36303
BI798 Harry R. Bissinger, Jr. IRA 2.0000 2,000.00
5174 LuPine Lane
Acworth, GA 30101-6964
BI79I William Graham Bishop 6.0000 6,000.00
229 Lake Ruby
Suwane, GA 30174
BL106 Linda T. Blanks RD 4.0000 4,000.00
5304 Stallworth Drive
Nashville, TN 37220
BL110 Erna N. Blatt 7.5000 7,500.00
<PAGE>
12800 Marion Lane #202W
Minnetonka, MN 55305
BL122 Virginia R. Blake, Trustee 4.0000 4,000.00
FBO Virginia R. Blake
Revocable Trust
4414 Oakcliffe Road
Greensboro, NC 27406
BL12H Carla Blankinship IRA 50.0000 50,000.00
292 Boone Road
Newman, GA 30263-3701
BL850 Mark A. Blumenfeld IRA 7.0000 7,000.00
24 Ice Pond Road
Granby, CT 06035-2626
BO230 Thomas M. Bock 3.0000 3,000.00
633 N. Ridge
Holland, MI 49423
BO278 John C. Boersema 4.0000 4,000.00
2460 Lakeshore Drive
Holland, MI 49424
BO412 Jules Bohnn 100.0000 100,000.00
1215 Barkdull Street
Houston, TX 77006
BO611 Lloyd & Beverly Bond 2.5000 2,500.00
1637 Oak Street
Eugene, OR 97401
BO617 Melvin & Elizabeth Bond 2.5000 2,500.00
Trustees FBO Melvin G. and
Elizabeth Bond Revocable
Living Trust u/a/d 5/6/91
3065 N. W. Autumn Street
Corvallis, OR 97330
BO620 Philip H. Bonardi IRA 3.0000 3,000.00
16031 North Point Road
Huntersville, NC 28078
BO633 Robert & Sandra Boothe 10.0000 10,000.00
205 Wildwood Trace
Hattiesburg, MS 39402
BO799 James Boswood IRA 2.0000 2,000.00
2710 Salmon Court
North Pole, AK 99705-7308
BO816 John T. Bottom 2.5000 2,500.00
980 B Avenue
Lake Oswego, OR 97034
BO817 John T. Bottom IRA 2.5000 2,500.00
<PAGE>
980 B Avenue
Lake Oswego, OR 97034
BO964 Elizabeth C. Bowman IRA 3.0000 3,000.00
15-129th Avenue S.E.
Bellvue, WA 98005
BO964 Elizabeth C. Bowman IRA 3.0000 3,000.00
15-129th Avenue S.E.
Bellvue, WA 98005
BO96G William B. Bowman IRA 4.0000 4,000.00
2356 Rosewood Ave.
Winston Salem, NC 27103
BO98C James W. Boyd 5.0000 5,000.00
11545 Falling Leaves Drive
Charlotte, NC 28277-9129
BR104 Robert Branberg 8.0000 8,000.00
732 N. 77th Street
Seattle, WA 98103
BR11R Nancy E. Wood IRA 2.0000 2,000.00
5704 North "E" Street
San Bernardino, CA 92407
BR12A Duane Bratten IRA 2.0000 2,000.00
P. O. Box 74651
Fairbanks, AK 99707
BR175 William H. Brown 25.0000 25,000.00
5118 Corners Dr.
Dunwoody, GA 30338
BR27B Gerard J. Brett IRA 2.5000 2,500.00
8868 Eatonwick Fairway
Cordova, TN 38018
BR429 John E. Bridges 3.0000 3,000.00
5669 Redcoat Run
Stone Mountain, GA 30087
BR639 A. Brent & Salley M. Brower 8.0000 8,000.00
511 Spaulding Lake Drive
Greenville, SC 29615
BR63A Pamela J. Brooks 35.0000 35,000.00
3321 O'Hara Drive SW
Huntsville, AL 35801
BR640 Dale & Anne Brown 4.0000 4,000.00
9001 Bingham St.
Zeeland, MI 49464
BR65H William Brown IRA 2.0000 2,000.00
5118 Corners Drive
<PAGE>
Dunwoody, GA 30338
BR980 James W. Bryant IRA 2.5000 2,500.00
881 S. Perkins
Memphis, TN 38117
BR981 Patricia H. Bryant IRA 2.5000 2,500.00
881 S. Perkins
Memphis, TN 38117
BR990 Bryant & Humphreys Family PST 5.0000 5,000.00
Practice FBO Robert Humphreys
5220 Park Avenue Suite 100
Memphis, TN 38119
BR996 Bryant Medical Services PC 4.0000 4,000.00
Employee's PST
FBO James W. Bryant,M.D.
5220 Park Ave Suite 100
Memphis, TN 38119
BR997 Bryant Medical Service P.C. 9.0000 9,000.00
Employee's Money Purchase
FBO James Bryant,M.D.
5220 Park Avenue Suite 100
Memphis, TN 38119
BR998 Bryant & Humphreys Family 3.0000 3,000.00
Employee Money Purchase
FBO James Bryant, M.D.
5220 Park Avenue Suite 100
Memphis, TN 38119
BR999 Bryant & Humphreys Family Prac 5.0000 5,000.00
Profit Sharing Plan
FBO James Bryant
5220 Park Avenue Suite 100
Memphis, TN 38119
BU230 Alison R. Buckley IRA 2.0000 2,000.00
8726 W. Iliff Avenue
Lakewood, CO 80227
BU233 Walter G. Buckley IRA 2.0000 2,000.00
8726 W. Iliff Avenue
Lakewood, CO 80227
BU234 Walter G. Buckley IRA 2.0000 2,000.00
8726 W. Iliff Avenue
Lakewood, CO 80227
BU235 Mark L. Buchly IRA 7.0000 7,000.00
440 Springvale Road
Great Falls, VA 22066
BU23F Katherine S. Bucher Trustee 18.0000 18,000.00
FBO George C. Bucher Trust
<PAGE>
dated 8-14-89
132 E. Pasco Lane
Cocoa Beach, FL 32931
BU610 Julia H. Beasley 3.0000 3,000.00
135 Rainbow Place
Lavergne, TN 37086
BU750 Patricia K. Burda 3.0000 3,000.00
12220 6th Ave. N.W.
Seattle, WA 98177
BU767 James C. Burroughs 5.0000 5,000.00
4617 Robinwood Dr.
Waco, TX 76708
BU76D Michael Burky MMPP 3.0000 3,000.00
4521 Edgemere Terrace
Marietta, GA 30062-5779
BU76N Norwest Bank Texas, Waco, N.A. 7.5000 7,500.00
FBO Edward B. Burleson Trust
P. O. Box 2626
Waco, TX 76702-2626
BU76O Norwest Bank Texas, Waco, N.A. 7.5000 7,500.00
FBO Maurine Burleson Trust
P. O. Box 2626
Waco, TX 76702-2626
BY828 Jimmy Bytel 12.5400 12,538.45
1304 West Whittier Blvd.
Montebello, CA 90640
CA589 William W. Campbell 20.0000 20,000.00
4608 Joseph Hoskins Rd.
Summerfield, NC 27358
CA740 Thelma H. Burruss Trustee 5.0000 5,000.00
FBO Margaret B. Caplan
u/a/d 1-11-89
5540 Tamberland Circle #113
Palm
Beach Gardens, FL 33418
CA757 Charles Cardany IRA 2.0000 2,000.00
5530 Wisconsin Avenue #1150
Chevy Chase, MD 20815
CA761 Anthony B. & Deann D. Carroll 3.0000 3,000.00
1515 Coral Ave.
Vero Beach, FL 32963
CA767 Larry & Cynthia Carruth 10.0000 10,000.00
3 Windwood Cove
Jackson, TN 38305
CA775 Robert W. Carter IRA 10.0000 10,000.00
<PAGE>
1347 Weymouth Lane
Charlotte, NC 28270
CA790 Randolph & Patricia Cason 3.0000 3,000.00
Rt. 9 #4 Dronfield Ct.
Greenville, SC 29609
CE612 Central Texas Data Corp. 10.0000 10,000.00
c/o Doug Birdsong
1706 Washington
Waco, TX 76701
CH111 Paul J. Charette 4.0000 4,000.00
8837 E. Windflower Drive
Tucson, AZ 85715
CH113 Chattanooga Orthorpedic Clinic 30.0000 30,000.00
725 Glenwood Dr.
#E-580 Memorial Medical Bldg
Chattanooga, TN 37404
CH114 Mark P. Charette IRA 2.0000 2,000.00
97 Chapman
Glastonbury, CT 06033
CH12B Gerry M. Chambers IRA 3.0000 3,000.00
9251 39th South
Seattle, WA 98118
CH269 Eric D. Cheek IRA 5.0000 5,000.00
2205 New Garden Rd. Apt #3410
Greensboro, NC 27407
CH767 David R. Christensen IRA 2.0000 2,000.00
7 Homestead Rd.
West Stimsbury, CT 06092
CH768 Patricia A. Christensen IRA 2.0000 2,000.00
82 Penny Lane
Newnan, GA 30265
CH769 Carl W. Christensen IRA 10.0000 10,000.00
82 Penny Lane
Newnan, GA 30263
CL105 Billy M. Clark 20.0000 20,000.00
P. O. Box 211925
Augusta, GA 30717-1925
CL111 Terri R. Clark IRA 3.0000 3,000.00
24512 S.E. 387th
Enumclaw, WA 98022-6897
CO210 Ralph L. Coble IRA 20.0000 20,000.00
4105 Old Julian Rd.
Julian, NC 27283
CO23E William J. Cochran, Jr. IRA 2.0000 2,000.00
<PAGE>
220 Maplewood Road
Riverside, IL 60546
CO41B Roy W. Cohn IRA 2.5000 2,500.00
2406 Watrous Avenue
Tampa, FL 33629
CO530 Homer C. & Cynthia C. Coker 5.0000 5,000.00
2613 Cambridge Rd.
Burlington, NC 27215
CO567 August Rath Colachis IRA 5.0000 5,000.00
533 Coast Blvd South
La Jolla, CA 92037
CO570 John R. Collins, M.D. 20.0000 20,000.00
407 Georgia Avenue
Signal Mountain, TN 37377
CO571 Larry L. Cole 10.0000 10,000.00
P. O. Box 794
Hillsboro, TX 76645
CO577 Bruce L. Coleman 3.0000 3,000.00
49 Crossgate Drive
Brandon, MS 39042
CO57Y Helene A. Cole 1992 Trust 5.0000 5,000.00
dtd 3/18/92 Helen A Cole TTEE
2901 Linkview Drive
Las Vegas, NV 89134
CO57Z Lucille R. Cole 2.5000 2,500.00
312 W. Illinois Street
Bellingham, WA 98225-1820
CO615 George R. & Evann Conrad 25.0000 25,000.00
1123 Breckenridge Lane
Alpharetta, GA 30202
CO620 Roy Contreras IRA 2.0000 2,000.00
1720 W. Placita Caracol
Tucson, AZ 85715
CO624 Joel M. Cook DPM 20.0000 20,000.00
Profit Sharing Plan
3804 Elvis Presley Blvd
Memphis, TN 38116
CO635 William E. Cooper, Jr. 20.0000 20,000.00
4925 Old Creek Drive
Sarasota, FL 34233
CO63R William Cooper, CFP 7.0000 7,000.00
206 C Park Lane
Austin, TX 78704
CO676 Cook, Maner & Williams,MD P.A. 30.0000 30,000.00
<PAGE>
Employees Pension Plan
801 E. 6th Street, Suite 504
Panama City, FL 32401
CO757 W. Lee Corbett KEOGH 5.0000 5,000.00
c/o W. Lee Corbett & Assoc.
Ste 1050 American Center
3100 W. End Avenue
Nashville, TN 37203
CO765 Mr. & Mrs. Joseph Cortopassi 5.0000 5,000.00
31871 Corte Positas
Temecula, CA 92592-6481
CO766 J. Andy Corley 3.0000 3,000.00
27112 Hidden Trail
Laguna Hills, CA 92653
CO811 Mary Geniece Cotte IRA 2.0000 2,000.00
8012 Martingale Lane
Las Vegas, NV 89123
CO988 Joseph F. Coyles IRA 2.5000 2,500.00
910 Meade
Greensboro, NC 27410
CR100 Raymond & Martha Crace 25.0000 25,000.00
6401 Stargate Lane
Charlotte, NC 28269-0802
CR105 Curtis K. Cragg IRA 2.0000 2,000.00
4869 S. Bradley Road #B12
Santa Maria, CA 93455-5076
CR106 Linda Craig Kennedy 25.0000 25,000.00
130 York Haven Drive
Collierville, TN 38017
CR11B John D. Cranwell IRA 2.5000 2,500.00
2339 McCallie Avenue #300
Chattanooga, TN 37404
CR11G Clyde E. Cramer IRA 4.0000 4,000.00
23919 127th Avenue N.E.
Arlington, WA 98223-8223
CR122 Jacqueline Crawford 6.0000 6,000.00
800 Wooded Crest
Waco, TX 76710
CR269 Terry W. Crews IRA 3.0000 3,000.00
109 Crescent View Drive
Ennis, TX 75119
CR630 Joan Ellen Smith Crotty IRA 2.5000 2,500.00
681 Quaterstaff Rd.
Winston-Salem, NC 27104
<PAGE>
CR631 Rosalie & James Crofoot, Jr. 5.0000 5,000.00
223 Superior
Wayland, MI 49348
CU76B Stacey L. Curtis IRA 2.0000 2,000.00
6131 Waverly Avenue
La Jolla, CA 92037
CU790 Samuel T. Cuscovitch IRA 2.0000 2,000.00
147 Oakwood Dr.
Coventry, CT 06238
CU980 Cuyler & Associates, Inc. 3.0000 3,000.00
401(k) Plan
Virginia L. Cuyler, Trustee
7373 E. Doubletree Ranch Rd
Suite 230
Scottsdale, AZ 85258
CU980 Cuyler & Associates, Inc. 2.0000 2,000.00
401(k) Plan
Virginia L. Cuyler, Trustee
7373 E. Doubletree Ranch Rd
Suite 230
Scottsdale, AZ 85258
CV272 Gloria Cvelbar IRA 2.0000 2,000.00
2350 Mauritania Drive
Punta Gorda, FL 33983
CY250 Alice M. Cydell IRA 6.0000 6,000.00
4346 Caminito Pintoresco
San Diego, CA 92108
DA210 Mousa I. Dababnah 10.0000 10,000.00
P. O. Box 247
Beaver, WV 25813
DA611 Gordon Danielson IRA 12.0000 12,000.00
P. O. Box 186
Kanorado, KS 67741-0186
DA980 Bruce E. & Mary L. Day 14.0000 14,000.00
193 Goldfinch Lane
Clearwater, MN 55320
DE11O Maxine L. de Beck IRA 10.0000 10,000.00
4845 Gardena Avenue
San Diego, CA 92110
DE250 David A. & Rosemary Dederichs 10.0000 10,000.00
6312 Tingdale Ave.
Edina, MN 55435
DE251 Franklin Dedmon 7.0000 7,000.00
P. O. Box 266
<PAGE>
Milan, TN 38358
DE254 John Dedmon 50.0000 50,000.00
22 O'Kenna Dr.
Jackson, TN 38305
DE258 Franklin Dedmon IRA 2.5000 2,500.00
P. O. Box 266
Milan, TN 38358
DE258 Franklin Dedmon IRA 7.0000 7,000.00
P. O. Box 266
Milan, TN 38358
DE259 George A. Dedmon IRA 93.0000 93,000.00
8029 Stinson Street
Milan, TN 38358
DE25A John Dedmon IRA 2.5000 2,500.00
P. O. Box 30
Milan, TN 38358
DE610 Marilyn & William Denison 5.0000 5,000.00
12838 Richards
Overland Park, KS 66213
DE795 Gary Deskin IRA 2.5000 2,500.00
2422 Emerald Drive
Jonesboro, GA 30236
DE797 Lou Ella Deskin IRA 2.5000 2,500.00
2422 Emerald Drive
Jonesboro, GA 30236
DE953 Rex DeWeese 3.0000 3,000.00
P.O. Box 16
Yorba Linda, CA 92686
DE954 Resources Trust Co. 2.0000 2,000.00
FBO Gloria DeVore IRA
# I ###-##-####
P. O. Box 5900
Denver, CO 80217-5900
DE960 The DeWeese Revocable Living 20.0000 20,000.00
Trust, Samuel or Maybelle
Deweese Trustees
P. O. Box 16
Yorba Linda, CA 92686
DI574 John P. Dillow 50.0000 50,000.00
6500 Calender Road
Arlington, TX 76001
DI615 Raymond DiPhillips IRA 14.0000 14,000.00
1710 Lamont Street N.W.
Washington, DC 20010
<PAGE>
DO616 L.L. Done Realty Consultant 15.1200 15,120.00
Profit Sharing Plan
Lyra L. Done, Trustee
1554 West Carmel Pointe Drive
Tucson, AZ 85737-7098
DO616 L.L. Done Realty Consultant 5.0000 5,000.00
Profit Sharing Plan
Lyra L. Done, Trustee
1554 West Carmel Pointe Drive
Tucson, AZ 85737-7098
DO619 Thomas Donald IRA 2.0000 2,000.00
3586 Audobon Street
Las Vegas, NV 89147
DO633 Anna Lisa Doodeheefuer IRA 2.5000 2,500.00
3826 Durness
Houston, TX 77025
DO755 Joann D. Donn IRA 2.5000 2,500.00
3908 Collander Drive
Durham, NC 27707
DO756 Karl H. Donn IRA 2.5000 2,500.00
3908 Collander Drive
Durham, NC 27707
DO760 Jennifer Doran 9.0000 9,000.00
9400 E. Iliff Ave., #354
Denver, CO 80231-3490
DO858 Kathleen Douglass 2.0000 2,000.00
P. O. Box 956
Kotzebue, AK 99752
DO962 Kate A. Dowlen IRA 2.5000 2,500.00
4111 Ivory Avenue
Signal Mountain, TN 37377
DO966 C. P. Downing 100.0000 100,000.00
5301 Links Drive
Waco, TX 76708
DR435 Douglas Driver 3.0000 3,000.00
107 Forrest Park Drive
Smyrna, TN 37167-4912
DU371 Kathleen A. Duff IRA 2.0000 2,000.00
8776 E. Shea Blvd. B-3A-194
Scottsdale, AZ 85260
DU607 Ann E. Duncan 5.0000 5,000.00
282 Goodwyn Street
Memphis, TN 38111-3518
DU608 Elizabeth Duncan Ferguson 6.0000 6,000.00
<PAGE>
2970 Woodforest Road
Marietta, GA 30066
DU609 James H. Dunn 20.0000 20,000.00
1731 Sirrine Drive
Santa Ana, CA 92705
DU610 Linda K. Dunnaway 12.0000 12,000.00
104 East Monticello #10
Brookhaven, MS 39601
EA790 Will W. Eason III IRA 2.5000 2,500.00
713 Nichole Lane
Rocky Mount, NC 27804
EA812 Thomas E. Eaton IRA 5.0000 5,000.00
3 Snowstar Lane
Sandy, UT 84092
ED950 Catherine M. Edwards IRA 2.0000 2,000.00
2626 NW 7th Rd
Gainesville, FL 32607-2615
EL400 Elizabeth II Trust 30.0000 30,000.00
David McMillian TTEE
115 28th Avenue North
Nashville, TN 37203
EL575 Donald L. Ellis IRA 2.5000 2,500.00
5362 Southwood Drive
Memphis, TN 38120-1904
EL57S Stephen L. Ellison IRA 4.0000 4,000.00
2612 Baytree Drive
Greensboro, NC 27405
EM273 Lucian Franklin Emerson IRA 2.5000 2,500.00
P. O. Box 150833
Nashville, TN 37215-0833
ER212 E. Alan Erb IRA 6.0000 6,000.00
3213 F. Postwoods Drive , N.W.
Atlanta, GA 30339
ER633 Judy P. Eron IRA 2.5000 2,500.00
190 Norfolk Street Apt #6
New York, NY 10002
EU209 Jackson & Patricia Eubank 10.0000 10,000.00
4804 Leeds Court
Dunwoody, GA 30338
FA427 Helen W. Fair IRA 2.0000 2,000.00
5500 East Vassar Avenue
Denver, CO 80222-6240
FE270 Ronald L. Feenstra 3.0000 3,000.00
<PAGE>
1009 Walton Road
Franklin, TN 37069
FE769 Herman L. Ferrell 3.0000 3,000.00
c/o Sharon Ferrell
608 Darlington Place
Nashville, TN 37211
FI790 Robert Fisher IRA 2.0000 2,000.00
P. O. Box 5227
San Clemente, CA 92672
FI791 Patricia Fisher IRA 2.0000 2,000.00
P. O. Box 5227
San Clemente, CA 92672
FI79E Ronald W. Fisk IRA 2.0000 2,000.00
3646 Argonne Street
San Diego, CA 92117
FL630 Flowers Construction Co. PSP 20.0000 20,000.00
c/o William G. Schroeder
South Hwy 81
P. O. Box 1207
Hillsboro, TX 76645
FO571 Hilda F. Folger IRA 3.0000 3,000.00
101 Water Oak Suites
Brevard, NC 28712
FO572 John R. Folger IRA 3.0000 3,000.00
101 Water Oak Suites
Brevard, NC 28712
FO575 James G. Folks IRA 2.5000 2,500.00
951 Riverdale Drive
Graham, NC 27253
FO578 Teresa Foley IRA 2.5000 2,500.00
431 Halladay
Seattle, WA 98109
FO766 Vicki H. Forsyth 3.0000 3,000.00
501 W. Saulnier Road #1
Houston, TX 77019
FR107 Barry D. Frame M.D. PSP 10.0000 10,000.00
930 Emerald Ave. Ste 719
Knoxville, TN 37917
FR11I Donald W. Frame IRA 20.0000 20,000.00
1921 Daniel Drive
Corinth, MS 38834
FR11L Richard Ellis Frazier IRA 16.0000 16,000.00
120 Professional Drive
Roanoke Rapids, NC 27870
<PAGE>
FR120 Wilma Frazee IRA 2.0000 2,000.00
783 Lander Circle
Claremont, CA 91711
FR27A Dixie Frederiksen IRA 3.0000 3,000.00
4500 Price Circle Road
Nashville, TN 37205
FR283 Nancy Joan Freeman 15.0000 15,000.00
1710 Northampton
Rowlett, TX 75088
FU250 Verne & Kathleen Fuder 10.0000 10,000.00
789 Myrtle Avenue
Holland, MI 49423
GA568 Peter Gal IRA 4.5000 4,500.00
3815 Firestone Rd.
Keernersville, NC 27284
GA569 Robert E. Gallaher 5.0000 5,000.00
2860 Armstrong Dr.
Sacramento, CA 95825
GA578 Bettie J. Gallaher IRA 24.8800 24,880.00
P. O. Box 11816
Tucson, AZ 85734-1816
GA591 Herminio L & Phoebe J Gamponia 3.0000 3,000.00
Living Trust dated 7/11/92
413 Green Acres Circle
Spencer, WV 25276
GA61F Jitendra G. Gandhi M.D. IRA 8.0000 8,000.00
2339 McCallie Avenue #406
Chattanooga, TN 37404
GA61F Jitendra G. Gandhi M.D. IRA 2.5000 2,500.00
2339 McCallie Avenue #406
Chattanooga, TN 37404
GA749 Sabodh Garg IRA 2.0000 2,000.00
12909 Via Esperia
Del Mar, CA 92104
GA752 Aruna Garg IRA 2.0000 2,000.00
12909 Via Esperia
Del Mar, CA 92104
GA757 Gilbert J. Garcia MD PSP 2.5000 2,500.00
2811 McLamb Place
Goldsboro, NC 27534
GA758 Katherine H. Garcia IRA 2.0000 2,000.00
5400 Vernon Walk NW
Atlanta, GA 30327
<PAGE>
GA761 Buford & Bernice Garner 10.0000 10,000.00
1201 S. E. Mill-Pond Court
Apt #4360
Ankeny, IA 50021
GA77E Jose A. Garcia IRA 2.0000 2,000.00
980 Johnston Ferry Road #220
Atlanta, GA 30342
GE570 Gilbert Gelfand IRA 2.0000 2,000.00
2723 Manning Avenue
Los Angeles, CA 90064
GE615 Joe G. Gentis 10.0000 10,000.00
647 River Rough Dr.
Nashville, TN 37209
GI567 Stephen Giles 2.5000 2,500.00
3060 Tokila Cove
Longwood, FL 32779
GI571 Bruce E. & Jean Gill 5.0000 5,000.00
6465 Oberlin Way
San Jose, CA 95123
GI57T Evelyn K. Giles Trustee 2.5000 2,500.00
of the Evelyn K. Giles Trust
dated 6-29-95
6065 S. Verde Trail #G 206
Boca Raton, FL 33433-4412
GI57W Steven M. Gilkeson IRA 3.0000 3,000.00
9302 Crockett Road
Brentwood, TN 37027
GL270 Larry E. Glenn IRA 2.0000 2,000.00
4851 Alpine Dr.
Lilburn, GA 30247
GO210 Betty L. Goble IRA 2.0000 2,000.00
2148 New London Place
Snellville, GA 30278
GO270 Rudolph & Evelyn Goennewich 5.0000 5,000.00
960 Wordsworth Dr.
Roswell, GA 30075
GO571 Philip Goldhammer IRA 5.5000 5,500.00
25813 S.E. 25th Way
Issaquah, WA 98029
GO57Y Robert R. Goldwin IRA 3.5000 3,500.00
5947 Redfearn Cove
Memphis, TN 38120
GO584 Robert H. Gold, DPM, PA IRA 20.0000 20,000.00
<PAGE>
1024 Humphrey Oaks Circle
Memphis, TN 38120-2618
GO63I Sharon Sauls Goodwin 12.5000 12,500.00
6580 Sentry Hill Trail
Atlanta, GA 30328
GO63J Mary L. Goodman IRA 5.0000 5,000.00
6920 Somerset Farms Circle
Nashville, TN 37221-2354
GR110 Andrew L. Grady IRA 2.5000 2,500.00
7534 King Road
Fairview, TN 37062
GR111 Carol Ann Graham IRA 2.5000 2,500.00
1101 Harpeth Ridge Drive
Franklin, TN 37069
GR112 Thomas P. Graham IRA 2.5000 2,500.00
1101 Harpeth Ridge Road
Franklin, TN 37069-7055
GR11V John F. Graessle IRA 2.0000 2,000.00
P. O. Box 2423
Cedar Rapids, IA 52406-2423
GR272 John P. Gregg & Lora Tredway 6.0000 6,000.00
6913 Rannoch Road
Bethesda, MD 20817
GR27U Stephen F. Gregory 16.0000 16,000.00
2216 30th Ave. S.
Nashville, TN 37212
GR28D Matthew Gress 5.0000 5,000.00
202 Lake Point Drive
Gainesville, GA 30506
GR426 Jean F. Grissim 15.0000 15,000.00
6151 Hillsboro Rd.
Nashville, TN 37215
GR630 John C. Groomes IRA 17.0000 17,000.00
912 Quail Valley Drive
Brentwood, TN 37027-5806
GR635 Thomas M. Grooms IRA 4.0000 4,000.00
250 Courtyard Lane
Fayetteville, NC 28303-4605
GU436 Daphne M. Guise IRA 2.0000 2,000.00
4124 Seville Rd.
Las Vegas, NV 89121
GU437 Ralph M. Guise IRA 2.0000 2,000.00
4124 Sevile Rd.
<PAGE>
Las Vegas, NV 89121
GU438 Teresa Guice 10.0000 10,000.00
Rt. 1 Box 115
Ft. Blackmore, VA 24250
GU764 John P. Gurganus 5.0000 5,000.00
613 Duryea Circle
Bay Minette, AL 36507
HA253 Phyllis L. Haddox IRA 4.0000 4,000.00
106 Holeman Avenue
Eugene, OR 97404
HA573 Esther L. Hall 10.0000 10,000.00
Profit Sharing Plan
5919 W. 105th Street
Bloomington, MN 55438-1829
HA575 Conni C. Hallmark IRA 4.0000 4,000.00
1111 So. MacArthur Blvd.
Irving, TX 75060
HA576 Carter Hallmark IRA 4.0000 4,000.00
700 S. McArthur Blvd
Irving, TX 75060
HA57P Thomas J. Hall IRA 2.0000 2,000.00
12150 Brookfield Club Drive
Roswell, GA 30075
HA610 H. Vernon & Helen W. Hannum 3.0000 3,000.00
621 Laurel Lake Drive #B220
Columbus, NC 28722-7437
HA762 Roxanne D. Hart IRA 2.0000 2,000.00
11852 Caminito Corriente
San Diego, CA 92128-3317
HA76Z W.J. Hardy, Jr., Susan Hardy 10.0000 10,000.00
Estes & Marilyn Hardy Ford
5017 Forest Hill Road
Jackson, MS 39212-5741
HA77F Richard & Joanne Harris 5.0000 5,000.00
Trustees FBO Harris Living
Trust u/a/d 9/4/92
3053 Hayden Bridge Road
Springfield, OR 97477
HA789 Ezra R. Harris IRA 2.5000 2,500.00
309 Silvercreek Road
Greer, SC 29650
HA78A Serena J. Harris IRA 2.5000 2,500.00
309 Silvercreek Road
Greer, SC 29650
<PAGE>
HA85A Lanier Radiology Associates 10.0000 10,000.00
PC Profit Sharing Plan
FBO Cosmo Haun M.D.
2935 Thompson Mill Road
Gainesville, GA 30506
HA95H William Samuel Havron, III 1.3333 1,333.33
4 Fortune's Way
Signal Mountain, TN 37377
HA95I Jess Fowler Havron 1.3333 1,333.33
4 Fortune's Way
Signal Mountain, TN 37377
HA95J Matthew Terrell Havron 1.3334 1,333.34
4 Fortune's Way
Signal Mountain, TN 37377
HA989 James E. Hays IRA 2.0000 2,000.00
1859 Ogden Drive Apt. 2
Burlingame, CA 94010-5323
HE122 Cecile T. Heald IRA 10.0000 10,000.00
818 West Bonnie Brae
Ontario, CA 91762
HE431 Craig R. Heim IRA 2.5000 2,500.00
P. O. Box 53
Wilmot, NH 03287
HE614 Melvin L. Henderson M.D. 6.0000 6,000.00
3601 Cape Center Drive
Fayetteville, NC 28304-4457
HE615 Reggie A. Henderson 5.0000 5,000.00
173 Beech Cove
Lexington, TN 38351
HE619 Kimberly C. Henry 10.0000 10,000.00
40 Cambridge St.
New Britain, CT 06051
HE624 Marshall Hendrick IRA 2.5000 2,500.00
38121-25th Street East, #F201
Palmdale, CA 93550
HE62Q Virginia Lee Henderson IRA 2.0000 2,000.00
7150 S. Lauppe Road
Yoder, CO 80864
HE77B Richard A. Herman IRA 3.0000 3,000.00
66 Grand Avenue
Suwsnee, GA 30024
HE791 Michael A. Hester 5.0000 5,000.00
508 Buck Ron Drive
<PAGE>
Kernersville, NC 27284-8087
HI274 Donald G. Hiers IRA 6.0000 6,000.00
P. O. Box 5281
Johnson City, TN 37603-5281
HI57N Montgomery Stokes Hill, III 5.0000 5,000.00
37 Arden Way NE
Atlanta, GA 30342-3955
HI760 Judith M. Hirsch M.D. IRA 5.0000 5,000.00
4305 South Franklin Street
Encglewood, CO 80110
HO27B Robert E. Hoehn IRA 3.0000 3,000.00
143 Howard Road
White Bluff, TN 37187
HO370 Stephanie Hope Hoffman 3.0000 3,000.00
c/o Kathie Hoffman
1472 W. Elmhill Circle
Salt Lake City, UT 84123
HO373 Jennifer Ann Hoffman 3.0000 3,000.00
c/o Kathie Hoffman
1472 W. Elmhill Circle
Salt Lake City, UT 84123
HO594 Ronald G. Homuth 2.0000 2,000.00
9721 Lamar St.
Spring Valley, CA 92077
HO760 Virginia J. Horowitz IRA 4.0000 4,000.00
687 Felino Way
Chula Vista, CA 91910
HO761 M. Allan Horton 5.0000 5,000.00
609 Topeka
Waco, TX 76710
HO76P Merilyn L. Horton 5.0000 5,000.00
69-411 Ramon Road, #79
Catherdral City, CA 92234
HO76U David H. Horowitz M.D. IRA 6.0000 6,000.00
1916 Patterson Suite 605
Nashville, TN 37203
HO810 William Lynn Hottinger IRA 2.5000 2,500.00
1925 Bramblewood Trail
Pfafftown, NC 27040
HO850 Wendy Houstoun 10.0000 10,000.00
8962 Road 74
Windsor, CO 80550
HO960 W. William Howard IRA 2.0000 2,000.00
<PAGE>
5718 S. Kenton Street
Englewood, CO 80111
HO970 John P. Howser M.D. 30.0000 30,000.00
Pension Plan Trust
3960 Knight Arnold Road #203
Memphis, TN 38118-3008
HO971 John P. Howser M.D. PSP 50.0000 50,000.00
3960 Knight Arnold Rd, Ste 203
Memphis, TN 38118-3008
HU210 Lawrence & Vencil S. Hubbard 5.0000 5,000.00
6400 Tanner Williams Road
Lucedale, MS 39452
HU378 J. Eugene Huffstutter 5.0000 5,000.00
4229 Lundy Mountain Lane
Signal Mountain, TN 37377
HU388 Eric L. Hughes IRA 2.0000 2,000.00
5626 N. Pontatoc Road
Tucson, AZ 85718
HU393 Cheryl A. Hughes IRA 2.0000 2,000.00
5626 N. Pontatoc Road
Tucson, AZ 85718
HU410 James K. Huhta 5.0000 5,000.00
507 E. Northfield Blvd
Murfreesboro, TN 37130
HU571 Barbara Hull IRA 2.0000 2,000.00
6541 Amberly Street
San Diego, CA 92120
HU588 Alan Farley Humphreys 5.0000 5,000.00
c/o Robert A. Humphreys Cust.
2888 Carnton Drive
Germantown, TN 38138-7370
HU589 Robert Christopher Humphreys 5.0000 5,000.00
c/o Robert A. Humphreys Cust.
3888 Carnton Drive
Germantown, TN 38138-7370
HU590 French P. Humphreys, Jr. IRA 2.5000 2,500.00
330 West Presnell Street
House #1
Asheboro, NC 27203
HU730 Martin Huppert 5.0000 5,000.00
3829 N. Woodrow Street
Arlington, VA 22207
HU813 Brenda J. Hutcherson IRA 3.0000 3,000.00
P. O. Box 111779
<PAGE>
Nashville, TN 37215
HU814 Wallace T. Hutcherson IRA 3.0000 3,000.00
P. O. Box 111779
Nashville, TN 37215
HU81F Community National Bank 5.0000 5,000.00
FBO Wallace J. Hutcherson IRA
a/c# 852279
Attn: Jacque Stanley
P. O. Box 210
Seneca, KS 66538
HY255 Lisbeth J. Hydrick IRA 3.0000 3,000.00
2573 Hawthorne Dr.
Atlanta, GA 30338
IN391 Ingraham Law Firm PSP 15.0000 15,000.00
2114 Parkway Towers
Nashville, TN 37215
JA217 A. Everette James M.D. 10.0000 10,000.00
St. James Place
P. O. Box 789
Robersonville, NC 27871
JA233 Don & Frances Jackson 3.0000 3,000.00
5908 Abbott Dr.
Nashville, TN 37211
JA23B G. Jackson Jacobs IRA 10.0000 10,000.00
318 Post Road
McMinnville, TN 37110
JA591 A. Everette James IRA 3.0000 3,000.00
St. James Place
P. O. Box 789
Robersonville, NC 27871
JA760 Jarman Foundation 35.0000 35,000.00
c/o Frank C. Ingram, Attorney
2114 Pkwy. Towers, 21st Floor
Nashville, TN 37219
JA766 Tandy M. Jarvis IRA 4.0000 4,000.00
243 Ensworth Avenue
Nashville, TN 37205
JO212 Joel E. Jobst Trustee 3.0000 3,000.00
FBO The Jobst family Trust
3013 Bryant Ave.
Las Vegas, NV 89102
JO409 Melvin E. & Phyllis L. Johnson 50.0000 50,000.00
4704 Trail Bend Circle
Fort Worth, TX 76109-1801
JO43P Norwest Bank Texas, N.A. 5.0000 5,000.00
<PAGE>
FBO P. M. Johnston IRA
a/c #7820161704
P. O. Box 2626
Waco, TX 76702-2626
JO613 G. Perry Jones IRA 2.0000 2,000.00
11870 Little Creek Crossing
Alpharetta, GA 30201
JO617 Ronald A. & Linda L. Jones 5.0000 5,000.00
7332 S. Quince Street
Englewood, CO 80112-1728
KA391 Kenneth & Madeleline Kagy 10.0000 10,000.00
775 Birch Ridge Drive
Roswell, GA 30076
KA590 Allan Lee Kamrath IRA 2.0000 2,000.00
2609 Larkin Place
San Diego, CA 92123
KA737 Peter R. Kaplan IRA 15.0000 15,000.00
5057 Villa Crest Drive
Nashville, TN 37220
KA850 Joan M. Kauffman IRA 5.0000 5,000.00
9545 Jiola Way
La Mesa, CA 92041
KE573 John P. Kelley IRA 2.0000 2,000.00
1501 S. Cherry Street
Denver, CO 80222
KE57N Kathleen F. Kellogg Trust 11.0000 11,000.00
Kathleen F. Kellogg Trustee
u/d/t dtd 5/16/91
13606 Torrey Hill Court
San Diego, CA 92130
KE61R Deloris M. Kendall 2.0000 2,000.00
2601 NE 14th St. Causeway #538
Pompamo Beach, FL 33062
KE76D John R. Kern 2.5000 2,500.00
1000 Gracelawn
Brentwood, TN 37027
KE990 Warren B. Keyser, Jr. 4.0000 4,000.00
215 James Avenue NW
Cleveland, TN 37311-1604
KI570 John R. Kiley IRA 2.0000 2,000.00
26 Emerald
Irvine, CA 92714
KI590 Mary Lou Kimmel IRA 2.0000 2,000.00
841 W." D" Street
<PAGE>
Ontario, CA 91762-3023
KI62A John L. King III IRA 2.0000 2,000.00
3966 Central Drive
Clarkston, GA 30021
KI791 Philip D. & Phyllis Kisinger 10.0000 10,000.00
412 Orchard Circle
Route 1, Box 2K
Gobles, MI 49055
KI812 Sylvia Savin-Kitterman IRA 2.5000 2,500.00
17499 Plaza Otonal
San Diego, CA 92128
KL116 Norman G. Klasna IRA 2.0000 2,000.00
10368 Lone Lynx
Littleton, CO 80124
KL401 Wilma Louise Kliewer IRA 2.0000 2,000.00
382 Kudu Trail
Bailey, CO 80421
KN110 New River Internal Medicine 10.0000 10,000.00
FBO John W. Knarr
810 Prospect Avenue
Pulaski, VA 24301
KN634 John D. Knox, Jr. IRA 5.0000 5,000.00
211 Chicopee Drive
Marietta, GA 30060
KN850 William Knutson IRA 2.0000 2,000.00
4 Oriole
Irvine, CA 92714
KO730 Walter F. & Anna E. Kopp 15.0000 15,000.00
6288 Darien Way
Spring Hill, FL 34606
KO790 Melanie M. Kosterman IRA 2.0000 2,000.00
504 Owen Drive
Fayetteville, NC 28304
KO791 Michael J. Kosterman IRA 2.0000 2,000.00
504 Owen Drive
Fayetteville, NC 28304
KO810 Charles D. Koteen IRA 2.0000 2,000.00
98 Newport Avenue
West Hartford, CT 06117
KR117 Richard Krause M.D. P.C. PSP 15.0000 15,000.00
2337 McCallie Ste 400
Chattanooga, TN 37404
KR117 Richard Krause M.D. P.C. PSP 15.0000 15,000.00
<PAGE>
2337 McCallie Ste 400
Chattanooga, TN 37404
KR11A Richard A. Krause M.D. IRA 3.5000 3,500.00
2337 McCallie Ste 400
Chattanooga, TN 37404
KR11B Shawn K. Krause IRA 2.5000 2,500.00
6532 Forest Park Drive
Signal Mountain, TN 37377
KR270 Allyson Krebs 10.0000 10,000.00
4406 Alcott Drive
Nashville, TN 37215
KR272 John F. Krempen,M.D.PC Defined 20.0000 20,000.00
Benefit Plan,John Krempen TTEE
6980 N. Donatello Way
Tuscon, AZ 85741
KR27E Christine Joyce Krempen IRA 12.0000 12,000.00
6980 N. Donatello Way
Tucson, AZ 85741
KR27F John F. Krempen M.D. IRA 12.0000 12,000.00
6980 N. Donatello Way
Tucson, AZ 85741
KR630 Christopher N. Kroha 10.0000 10,000.00
121 Seville Road
West Palm Beach, FL 33405
KR852 Sylvia L. Krueger M.D. IRA 2.5000 2,500.00
P. O. Box 3296
Cleveland, TN 37320-3296
KU210 Michael E. Kubicki IRA 4.0000 4,000.00
7168 Egerton Lane
Germantown, TN 38138
KU235 Kuck Family Revocable Living 4.0000 4,000.00
Trust u/t/a 7/2/97, Lawrence
L. Kuck, Trustee
930 Shadybrook Drive
Holland, MI 49424-1606
KU760 John B. Kurtin Trust 10.0000 10,000.00
Assoc. Ear, Nose & Throat
Specialties Ltd. PS
6565 E. Carondelet, Suite 300
Tucson, AZ 85710
LA216 Roger S. LaBonte IRA 2.5000 2,500.00
200 Wagner Place, Ste 702
Memphis, TN 38103
LA217 Mary E. LaBonte IRA 2.5000 2,500.00
<PAGE>
200 Wagner Place #702
Memphis, TN 38103
LA593 Frederick D. Lambert IRA 10.0000 10,000.00
4705 Westgarden Blvd.
Alexandria, LA 71303
LA607 Helen Ann Landecker 20.0000 20,000.00
Wren Drive
HC 2 Box 93 M
Pequot Lakes, MN 56472-9407
LA608 Todd A. Landgren IRA 2.0000 2,000.00
1310 Estelle Lane
Newport Beach, CA 92660
LA611 Harold James Langseth IRA 2.5000 2,500.00
9502 36th Avenue S.E.
Everette, WA 98208
LA850 Francis J. Laurent IRA 4.0000 4,000.00
4003 Penhurst Dr.
Marietta, GA 30062
LA961 Mary A. Lawson IRA 2.5000 2,500.00
6223 Vosswood Road
Nashville, TN 37205
LA966 Philip C. Lawton IRA 2.0000 2,000.00
3649 Maria St.
Las Vegas, NV 89121
LA995 Sheryl Lazarov 10.0000 10,000.00
211 West 56th Street #6L
New York, NY 10019
LA996 Alvin J. Lazarov 50.0000 50,000.00
200 Wagner Place 1408
Memphis, TN 38103
LE111 Philip Bruce Leavenworth IRA 2.0000 2,000.00
230 North Grove Street
Mt. Horeb, WI 53572-1616
LE115 George Leavesley 50.0000 50,000.00
P. O. Box 638
Coldspring, TX 77331
LE250 James P. & Marcela C. Ledesma 3.0000 3,000.00
7465 Gorge View
San Diego, CA 92120
LE269 Richard C. Lee 3.0000 3,000.00
8413 E. Kenyon Drive
Denver, CO 80237
LE27K Pamela Sauls Lee 12.5000 12,500.00
<PAGE>
12570 Crabapple Road
Alpharetta, GA 30201
LE360 Bobette M. Leggott 25.0000 25,000.00
4524 Westchester
Waco, TX 76710
LE392 Beverly J. Legler IRA 2.0000 2,000.00
20610 David Avenue
Eagle River, AK 99577
LE780 Linton & Yvonne Lester 5.0000 5,000.00
1841 59th St. N.
St. Petersburg, FL 33710
LE950 Anne B. Levitt 25.0000 25,000.00
626 Melody Lane
Jonesboro, AR 72401
LE960 Harold C. Le Witt 5.0000 5,000.00
6025 Ashland Dr.
Nashville, TN 37215
LI586 Hoei Bin Lim IRA 6.0000 6,000.00
1444 Cimarron Drive
Holland, MI 49423
LI591 Lee E. Limbird IRA 2.5000 2,500.00
5884 Fredericksburg Drive
Nashville, TN 37215-4807
LI592 Thomas J. Limbird IRA 2.5000 2,500.00
5884 Fredricksburg Drive
Nashville, TN 37215
LI606 Timothy F. & Pattie L. Linder 3.0000 3,000.00
411 Cox Drive
Selmer, TN 38375
LI608 Melissa Lindsey Hornsby 3.0000 3,000.00
5782 Woodvalley Trace
Norcross, GA 33071
LI609 Clayton Kenneth Lindsey 3.0000 3,000.00
5110 Corners Drive
Dunwoody, GA 30338
LI612 George W. & Marjorie Lindsey 3.0000 3,000.00
2454 NW 198th St.
Seattle, WA 98177
LI615 H. K. & Elaine C. Lindsey 10.0000 10,000.00
5110 Corners Drive
Dunwoody, GA 30338
LI61M Tyler T. Lindsey 3.0000 3,000.00
935 Sugar Meadow Drive
<PAGE>
Sugarhill, GA 30518
LI620 Mozelle Linzey/Carolyn Stewart 10.0000 10,000.00
3939 E. Cassia Way #1004
Phoeniz, AZ 85044-4616
LO616 Diane M. Long IRA 2.5000 2,500.00
529 S. Belvedere
Memphis, TN 38104
LO617 Thomas E. Long M.D. 15.0000 15,000.00
529 S. Belvedere
Memphis, TN 38104
LO61A Thomas E. Long IRA 2.5000 2,500.00
529 S. Belvedere
Memphis, TN 38104
LO61J The Long Revocable Family 5.0000 5,000.00
Trust u/a/d 6/13/97
Gary & Diane Long, Trustees
22039 N. 86th Avenue
Peoria, AZ 85382
LO61J The Long Revocable Family 5.0000 5,000.00
Trust u/a/d 6/13/97
Gary & Diane Long, Trustees
22039 N. 86th Avenue
Peoria, AZ 85382
LO628 Pedro & Remy Lo 10.0000 10,000.00
509 Green Acres Circle
Spencer, WV 25301
LO961 Betty J. Lowe IRA 2.5000 2,500.00
718 N. Ratherford Blvd
Murfreesboro, TN 37130
LO961 Betty J. Lowe IRA 2.5000 2,500.00
718 N. Ratherford Blvd
Murfreesboro, TN 37130
LO966 Eleanor Ann Lowen IRA 2.0000 2,000.00
P. O. Box 2289
Seward, AK 99664
LU239 Kenneth J. Lucas IRA 25.0000 25,000.00
201 N. CLyde Morris Blvd. #240
Daytona Beach, FL 32114
LY614 Nell M. Lynn IRA 2.0000 2,000.00
1813 Paseo Overlook Court
Las Vegas, NV 89128
LY615 Lindsay R. Lynn IRA 2.0000 2,000.00
1813 Paseo Overlook Court
Las Vegas, NV 89128
<PAGE>
MA110 Ronald A. Maas IRA 2.0000 2,000.00
16108 Landmark Dr.
Whittier, CA 90604
MA23Y Anne M. MacCollum IRA 20.0000 20,000.00
1515 Hummingbird Lane
Sierra Vista, AZ 85635
MA25M John G. Madden IRA 2.0000 2,000.00
12285 Arbor Drive
Ponte Vedra Bch, FL 32082
MA25N Barbara Madden IRA 2.0000 2,000.00
12285 Arbor Drive
Ponte Vedra Bch, FL 32082
MA371 Patricia Maffeo 15.0000 15,000.00
4160 Towanda Tr.
Knoxville, TN 37919
MA390 J. Henly Magee IRA 2.0000 2,000.00
416 Durant Way
Mill Valley, CA 94941
MA61S Eugene P. Manuel IRA 2.0000 2,000.00
200 A. Street
Stop 68
Clear, AK 99704
MA650 Beth Marchese IRA 11.0000 11,000.00
P. O. Box 8564
La Cresenta, CA 91214
MA786 Roxy Marrese, Jr. IRA 25.0000 25,000.00
201 N. Clyde Morris Blvd. #240
Daytona Beach, FL 32114
MA988 Ronald A. Maxwell IRA 5.0000 5,000.00
612 W. Burton Street
Murfreesboro, TN 37130
MC110 Wendall G. McAlexander 10.0000 10,000.00
8970 Winding Way
Germantown, TN 38138
MC111 Lois McA Finch IRA 2.5000 2,500.00
4502 Glendale Place
Nashville, TN 37215-3904
MC229 Eleanor Y. McCall 10.0000 10,000.00
P. O. Box 6642
High Point, NC 27262
MC230 Forrest M. McCleeary IRA 6.0000 6,000.00
3700 Lindlavista Way
Des Moines, IA 50310
<PAGE>
MC23N Gary P. McCaughan M.D. Inc. 5.0000 5,000.00
Retirement Trust
Gary P. McCaughan M.D. Trustee
7918 8th Street
Downey, CA 90241
MC245 Gregg D. McClendon IRA 2.0000 2,000.00
7217 Bandolero Way
Bakersfield, CA 93308
MC24X Ronald J. McChesney 20.0000 20,000.00
5953 Creekview Drive
Milford, OH 45150
MC256 James W. McKinney IRA 5.0000 5,000.00
308 Lynnwood Blvd
Nashville, TN 37205
MC382 Barbara B. McKee IRA 2.5000 2,500.00
RR 1 Box 121
Hughes, AR 72348-9517
MC390 Richard McGee IRA 2.5000 2,500.00
398 Arnold Road
Shelbyville, TN 37160-7301
MC531 Scott L. & Naomi M. McKay 10.0000 10,000.00
29411 - 1st Avenue S.
Federal Way, WA 98003
MC532 Grayce McKinney IRA 3.0000 3,000.00
308 Lynwood Blvd.
Nashville, TN 37205
MC569 Robert E. McLean 5.0000 5,000.00
2509 Roland Drive
Greensboro, NC 27407
MC593 Toney D. McMillan IRA 3.0000 3,000.00
P. O. Box 607
Arkadelphia, AR 71923
MC597 Jill J. McMillan IRA 3.0000 3,000.00
P. O. Box 607
Arkadelphia, AR 71923
MC59A David W. McMillan 20.0000 20,000.00
115 28th Avenue North
Nashville, TN 37203
MC59B Toney D. McMillan 20.0000 20,000.00
929 Main Street
Arkadelphia, AR 71923
MC750 John & Alma R. McQueen 10.0000 10,000.00
1230 W. Ina Rd.
<PAGE>
Tucson, AZ 85704
MC793 Eugene H. McShane, Jr. IRA 5.0000 5,000.00
950 S. Cherry, Suite 420
Denver, CO 80222
MC810 Captain Dave W. McTighe 11.5000 11,500.00
c/o Air Hong Kong, Ltd.
6/F, Blk T CX Bldg-Crew
Mailbox H038-Int'l Airport
Kowloon,
Hong Kong, PRC
MC959 Chester & Ann McWhorter 20.0000 20,000.00
4366 Good Hope Road
Decatur, MS 39327
MC964 Marilyn J. McWhorter 6.1030 6,103.00
640 Amber Place SW
Marietta, GA 30060
MC969 Marilyn J. McWhorter IRA 6.0000 6,000.00
640 Amber Place
Marietta, GA 30060
ME760 Robert V. & Eileen R. Mercer 5.0000 5,000.00
911 Pine Avenue
Frederick, MD 21701
ME989 Anita L. Meyer IRA 2.0000 2,000.00
650 Clayton St.
Denver, CO 80206
ME990 Edward J. Meyer IRA 4.0000 4,000.00
1554 Sundale Road
El Cajon, CA 92020
ME991 Allen E. & Caroline L. Meyer 20.0000 20,000.00
3816 North Ridge Drive
Eagan, MN 55123
ME992 Sandra L. Meyer IRA 2.0000 2,000.00
1554 Sundale Rd.
El Cajon, CA 92020
ME993 Robert S. Meyer M.D. 2.5000 2,500.00
208 N. Herman Street
Goldsboro, NC 27530
MI252 Middle Tennessee Gastro- 11.0000 11,000.00
enterology Consultants P.C.
Profit Sharing Plan & Trust
1510 Hatcher Lane
Columbia, TN 38401
MI571 Deborah J. Miller IRA 2.5000 2,500.00
426 Wildwood Lane
<PAGE>
Graham, NC 27253
MI573 Gale F. Miller IRA 2.5000 2,500.00
426 Wildwood Lane
Graham, NC 27253
MI576 Donald Ray & Lona Beth Miller 50.0000 50,000.00
225 Stone Creek Ranch Road
McGregor, TX 76657-3764
MI578 Reps & Betty Miller, Jr. 50.0000 50,000.00
563 Dogwood Drive
Lilburn, GA 30247
MI579 Ronald L. Miller 6.0000 6,000.00
7604 Olcott Avenue
Bakersfield, CA 93308
MI609 Brandon Richard Minor 10.0000 10,000.00
Lynda Minor TTEE
408 Crown Ridge Pt.
Waco, TX 76712
MI610 Lynda Minor 10.0000 10,000.00
408 Crown Ridge Point
Waco, TX 76712
MI611 Melinda Ann Minor 10.0000 10,000.00
Lynda Minor TTEE
408 Crown Ridge Pt.
Waco, TX 76712
MO629 Betty G. Moore 15.0000 15,000.00
7743 Foster Ridge
Germantown, TN 38138
MO634 Betty G. Moore 10.0000 10,000.00
7743 Foster Ridge
Germantown, TN 38138
MO63D Larry A. Mooney IRA 20.0000 20,000.00
3180 Woods Circle
Davis, CA 95616
MO668 Robert L. Moroy IRA 2.0000 2,000.00
1185 Forest Brook Court
Marietta, GA 30067
MO668 Robert L. Moroy IRA 2.0000 2,000.00
1185 Forest Brook Court
Marietta, GA 30067
MO760 Marcella Morales 2.2200 2,224.53
1900 Hillandale Ave.
La Habra, CA 90631
MO77I Robert L. Moroy 3.0000 3,000.00
<PAGE>
1185 Forest Brook Ct.
Marietta, GA 30068-2826
MO810 R. Prasad Motaparthi 5.0000 5,000.00
Madhvri Motaparthi UGMATX
9901 Townridge
Waco, TX 76710
MU270 Dennis L. Mueller 15.0000 15,000.00
4221 Mary Lynn
Des Moines, IA 50322
MU582 Charles A. Mullins IRA 2.5000 2,500.00
2120 University Circle
Memphis, TN 38112
MU765 John F. Murphy 9.0000 9,000.00
3322 Shamrock Rd.
Tampa, FL 33629
MU766 Charles M. Muschany Rev. Trust 30.0000 30,000.00
Charles M. Muscany, Trustee
Trust Agreement dtd May 6 1986
4870 Retriever Circle
Anchorage, AK 99502
MU76U Mary B. Murray IRA 2.0000 2,000.00
3030 Holly Mill Road
Marietta, GA 30062
MU76V Gilbert E. Murray IRA 2.0000 2,000.00
3030 Holly Mill Road
Marietta, GA 30067
MY27A Phillip Stephen Myers 8.5000 8,500.00
5634 Vicksburg Drive
Baton Rouge, LA 70817-3133
NA210 Steven & Barbara Naber 5.0000 5,000.00
99 Bay Circle
Holland, MI 49424-6609
NA515 Mathilde M. Najjar 3.0000 3,000.00
717 Georgetown Drive
Nashville, TN 37205
NA515 Mathilde M. Najjar 2.5000 2,500.00
717 Georgetown Drive
Nashville, TN 37205
NA792 Elias N. Nasr M.D. IRA 4.0000 4,000.00
3660 20th Street Suite #2
Vero Beach, FL 32960
NE110 Clara L. Neal 15.0000 15,000.00
241 Worth Street
Asheboro, NC 27203
<PAGE>
NE119 Clara L. Neal IRA 2.6000 2,600.00
241 Worth Street
Asheboro, NC 27203
NE119 Clara L. Neal IRA 8.2000 8,200.00
241 Worth Street
Asheboro, NC 27203
NE570 Joan Louise Nelson IRA 2.0000 2,000.00
Arawana Newfield St.
Middletown, CT 06457
NE571 Peter Butterfield Nelson IRA 2.0000 2,000.00
Arawana Newfield St.
Middletown, CT 06457
NE573 Billy P. Nelson 10.0000 10,000.00
5493 Cedar Rock Parkway
Crawford, TX 76638
NE57N A. Stephen Nelson IRA 5.0000 5,000.00
Aranawa Newfield Street
Middleton, CT 06457
NE850 Christopher Lee Neudecker 3.0000 3,000.00
Timothy F. Linder Custodian
411 Cox Drive
Selmer, TN 38375
NE960 Peachtree Women's Clinic PST 20.0000 20,000.00
Zachariah B. Newton
980 Johnson Ferry Rd. NE #220
Atlanta, GA 30342
NI239 Thomas L. Nicholson Jr. IRA 3.0000 3,000.00
274 St. Johns Wood
Fayetteville, NC 28303
NI273 Lucille H. Nielsen IRA 2.0000 2,000.00
310 Cherry Dr.
Eugene, OR 97401
NI276 Russell N. Nielsen 2.0000 2,000.00
P. O. Box 50576
Henderson, NV 89016-0576
OC630 Maxine O'Connor IRA 2.0000 2,000.00
318 Evian Way
Peachtreet City, GA 30269-2725
OD273 William H. Oden IRA 5.0000 5,000.00
406 Parkway Road
Brandon, MS 39042
OL429 Robin P. Olimb IRA 2.0000 2,000.00
11454 Elbert Way
<PAGE>
San Diego, CA 92126
OL431 Lawrence R. Oliver 4.0000 4,000.00
229 Tweedy Road
Valley Mills, TX 76689
OL434 Marylee Olivia IRA 2.7000 2,700.00
12715 Tatoosh Road E
Puyallup, WA 98374-2995
OL780 Raymond N. Olson, M.D. 20.0000 20,000.00
4319 Vistaway
Davis, CA 95616
OL797 Helen M. Olson 2.0000 2,000.00
5015 35th Avenue S #333
Minneapolis, MN 55417
ON250 Eugene G. Ondrusek 10.0000 10,000.00
10014 Ramblewood
Waco, TX 76712
ON270 William O'Neil IRA 4.0000 4,000.00
1704 Townsend Forest Lane
Brown Summit, NC 27214
OR759 Edward T. O'Reilly IRA 2.5000 2,500.00
1243 Shamrock Drive
Burlington, NC 27215
OR760 Pollyanna W. O'Reilly IRA 2.5000 2,500.00
1243 Shamrock Drive
Burlington, NC 27215
OR761 Renee A. Rubenstein 20.0000 20,000.00
9111 Cliffwood
Houston, TX 77096
OR995 Eric A. Orzeck M.D. P.A. 25.0000 25,000.00
8181 North Stadium Dr. Ste 200
Houston, TX 77054
OS810 Argyle V. Ostermiller 3.0000 3,000.00
7200 E. Quincy Avenue #237
Denver, CO 80237
OS811 Ronald Ostermiller 3.0000 3,000.00
7200 E. Quincy Avenue #237
Dever, CO 80237
OT809 Margaret M. Ottley IRA 2.0000 2,000.00
932 Glenbrook Dr. NW
Atlanta, GA 30318
OW270 Joe A. Owens, II 125.0000 125,000.00
200 W. Hwy 6, Suite 210
Waco, TX 76712
<PAGE>
PA230 Charles & Rosemarie Packard Jr 3.0000 3,000.00
Route 9 8 Dronfield Court
Greenville, SC 29609
PA559 Vince J. Palasota 10.0000 10,000.00
P. O. Box 20725
Waco, TX 76702-0725
PA575 John R. Palumbo IRA 20.0000 20,000.00
4921 Joaquin Way
Sacramento, CA 95822
PA730 Richard N. Papike 5.0000 5,000.00
3198 Ashley Park Way
Jamul, CA 91935-1528
PA731 Larry V. Papike 5.0000 5,000.00
Combination Retirement Trust
1530 Jamacha Road Ste Z
El Cajon, CA 92019
PA758 Annie N. Parkman 40.0000 40,000.00
P. O. Box 6235
Dothan, AL 36302
PA761 Gordon L. Partridge 10.0000 10,000.00
254 Hayden Station Rd.
Windsor, CT 06095
PA76D Marjean L. Parriott IRA 4.0000 4,000.00
20633 Candlewood Hollow
Estero, FL 33928-2215
PA807 R. D. Pattillo, III 20.0000 20,000.00
7901 Fish Pond Road, 2nd Floor
Waco, TX 76710
PA812 John G. Paty PSP 2.5000 2,500.00
c/o Arthritis Association
Suite 100 Memorial Plaza
605 Glenwood Avenue
Chattanooga, TN 37404-1103
PA813 Charlotte E. Paty IRA 2.5000 2,500.00
605 Glenwood Drive
Chattanooga, TN 37404-1103
PA81H John G. Paty, Jr. IRA 2.5000 2,500.00
c/o Arthritus Association
Suite 100 Memorial Plaza
605 Glenwood Avenue
Chattanooga, TN 37404-1103
PE250 David P. & Marta Pedersen 5.0000 5,000.00
3208 Merrimack Lane
Flower Mound, TX 75028
<PAGE>
PE614 Maxene L Pentecost 15.0000 15,000.00
3605 Clubwood Trail NE
Marietta, GA 30067
PE760 John V. & Jane H. Perini TTEES 10.0000 10,000.00
u/t/d 4/19/84
824 Glenoak
Arroyo Grande, CA 93420
PE767 Alan Robert Perlman InterVivos 3.0000 3,000.00
Trust, Suzanna Perlman,Trustee
6420 Worchester Drive
Nashville, TN 37221
PE813 James D. Petrucelli 15.0000 15,000.00
5311 Harborage Drive
Fort Myers, FL 33908
PH270 Jeremy D. Phelan IRA 4.0000 4,000.00
9305 Lockwood Avenue
Skokie, IL 60077
PH432 Michael Phelps IRA 2.0000 2,000.00
6610 Medinah Lane
Alexandria, VA 22312-3116
PI231 Janet Marie Picard IRA 2.5000 2,500.00
P. O. Box 214975
Sacramento, CA 95821
PI27A Ann Piersma or James Piersma 20.0000 20,000.00
333 Lakewood Blvd. #402
Holland, MI 49423
PO102 Giog Sing T. Po Trustee for 15.0000 15,000.00
Giog Sing T. Po, M.D. and
Divina T. Po, M.D., PC PSP &TR
1210 Briarville Road #A
Madison, TN 37115
PO102 Giog Sing T. Po Trustee for 15.0000 15,000.00
Giog Sing T. Po, M.D. and
Divina T. Po, M.D., PC PSP &TR
1210 Briarville Road #A
Madison, TN 37115
PO413 Norman D. Pohll IRA 3.0000 3,000.00
86399 N. Modesto Drive
Eugene, OR 97402
PO570 James P. & Cheryl Poling 3.0000 3,000.00
119 Lynn Circle
Ripley, WV 25271
PO760 Philip W. & Patricia Porter 10.0000 10,000.00
86 Arthur Ave. SE
<PAGE>
Minneapolis, MN 55414
PO811 Janice D. Potter IRA 4.0000 4,000.00
2411 S E 8th Place
Renton, WA 98055
PR110 Christopher A. Pratt Keogh 3.0000 3,000.00
687 Felino Way
Chula Vista, CA 91910
PR23W Edward Priest IRA 2.5000 2,500.00
30 Annandale Drive
Nashville, TN 37215
PR433 John R. Price 4.0000 4,000.00
11301 Nall Avenue
Leawood, KS 66211
PR436 Radiology Consultants Inc. 15.0000 15,000.00
FBO Edward M. Priest M.D.
2nd Restated MPPP
210 25th Ave. North, Ste. 1212
Nashville, TN 37203
PR43X Virginia B. Priest IRA 2.5000 2,500.00
30 Annandale Drive
Nashville, TN 37215
PU76K Michael G. Purcell IRA 2.0000 2,000.00
3340 Laguna Avenue
Davis, CA 95616
QU113 Joseph Patrick Qualls IRA 20.0000 20,000.00
1616 Georgetown Lane
Murfreesboro, TN 37130
QU431 Sharon D. Quinn 3.0000 3,000.00
7595 E. Gunnison Rd.
Denver, CO 80231
RA253 Fred H. Rader, Jr. M.D. 6.0000 6,000.00
P. O. Box 5100
Waco, TX 76708
RA25F Natalie B. Rader 20.0000 20,000.00
2611 Polk Avenue
San Diego, CA 92104
RA570 Ralph Rais HR-10 Retirement 10.0000 10,000.00
3301 Evergreen
Anchorage, AK 99504
RA59C Mittur N. Ramprasad M.D. 10.0000 10,000.00
300 Kingsridge
Tullahoma, TN 37388
RA730 Jill Rappaport IRA 2.0000 2,000.00
<PAGE>
11454 Elbert Way
San Diego, CA 92126
RA950 Prabhakara B. Ravi 5.0000 5,000.00
111 Hastings Road
Athens, AL 35611
RE266 Woodrow A. & Frances C. Reed 8.0000 8,000.00
23825-15 SE #70
Bothell, WA 98021
RE44A Michael B. Reichert IRA 6.0000 6,000.00
24132 Barquero
Mission Veijo, CA 92691
RI231 Virginia W. Rice 6.0000 6,000.00
P. O. Box 935
Pulaski, VA 24301
RI232 Charlotte J. Richard IRA 4.0000 4,000.00
770 Rodney Drive
Nashville, TN 37205
RI233 Wayne C. Richard IRA 3.0000 3,000.00
958 Gen. Geo Patten
Nashville, TN 37221
RI245 Gerlie Rickard 3.0000 3,000.00
108 Twin Hill Drive
Madison, TN 37115
RI393 Ren T. Riggle 30.0000 30,000.00
10202 Myers Way South
Seattle, WA 98168
RI395 Fannie Riggs IRA 2.0000 2,000.00
1270 Rockcrest Drive
Marietta, GA 30067
RO204 Jerry B. Roberts 30.0000 30,000.00
103 Buckhill Lane
Madison, MS 39110
RO21D Eric A Roberts, as Trustee 10.0000 10,000.00
uad 1/22/90 FBO Eric A Roberts
& Carol A Roberts as Trustees
dtd 1/22/90 FBO Carol Roberts
370 Oak Haven Drive
Melbourne, FL 32940
RO22X Katherine G. Roberts 25.0000 25,000.00
226 East Long Shore Drive
Little Long Lake
Hickory Corners, MI 49060
RO22Y Richard R. Robertson IRA 6.0000 6,000.00
3821 Winchester Loop
<PAGE>
Anchorage, AK 99507
RO250 Dan M. Roden IRA 2.5000 2,500.00
316 Fairfax Avenue
Nashville, TN 37212-4007
RO251 Rosemary W. Roden IRA 2.5000 2,500.00
316 Fairfax Avenue
Nashville, TN 37212-4007
RO592 Duane A. Romberg IRA 2.0000 2,000.00
P. O. Box 670036
Chugiak, AK 99567-0036
RO969 Christopher D. Rowe 3.0000 3,000.00
514 Winston Road
Chattanooga, TN 37405
RO96A William E. Rowe M.D. IRA 2.5000 2,500.00
1105 Concord Street
Chattanooga, TN 37405
RU230 Suzanne R. Horstman 3.0000 3,000.00
4597 SE Windsor Court
Stuart, FL 34997
RU730 Demarius Sue Rupp 15.0000 15,000.00
7724 Crestview Lane
Longmont, CO 80501
RU790 Cheryl Russell 6.0000 6,000.00
132 North Summit, #C-6
Kent, WA 98031
RU791 Mitchell H. Russell 20.0000 20,000.00
73 Sussex Drive
Lewes, DE 19958
RU792 Jack P. & Lois Rust 3.0000 3,000.00
1121 Fair Oaks Avenue
Arroyo Grande, CA 93420
RU799 Russell Family Trust 10.0000 10,000.00
Donald Edward Russell Sr.
Trustee
9625 Bullion Way
Orangevale, CA 95662
SA211 Janelle Sabourin IRA 2.0000 2,000.00
220 E. Arby Avenue
Las Vegas, NV 89119-4232
SA575 Sarah R. Salter IRA 4.0000 4,000.00
4039 McClatchey Circle
Atlanta, GA 30342
SA96A Sydney Sawyer IRA 2.0000 2,000.00
<PAGE>
11907 Henderson Road
Clifton, VA 22024-2200
SC406 Carl Schaapman IRA 10.0000 10,000.00
200 Rolling Meadows Trail
Fayetteville, GA 30214
SC407 Joseph Schierl IRA 8.0000 8,000.00
2609 Newton Avenue South
Minneapolis, MN 55405
SC417 Bruce D. Scott IRA 3.0000 3,000.00
11129 SW 81st Ave.
Tigard, OR 97223
SC420 Roger S. Scott IRA 3.0000 3,000.00
6285 20th Ave., NE
Seattle, WA 98115
SC43C John P. Schilling M.D. IRA 5.0000 5,000.00
P. O. Box 25
Jonesboro, GA 30237
SC44L Schrader Living Trust 7.0000 7,000.00
Donald E & Florence R Schrader
Trustees u/a/d 12/18/96
5929 Long Meadow Road
Nashville, TN 37205
SE433 Robert J. Seifert 3.0000 3,000.00
1011 Meadow Crest Drive
Valrico, FL 33594
SE760 Constance Sergio 3.0000 3,000.00
621 Hidden Point Road
Hartwell, GA 30643
SH115 Estelle & James Shaw 6.0000 6,000.00
35 Southpointe Drive #102
Greensville, SC 29607
SH116 Brenda M. Shammaa 10.0000 10,000.00
P. O. Box 370
Hilton, WV 25951
SH270 Velma Shelton & Lamar Ireland 10.0000 10,000.00
101 Joyce Ave. #1F
Chattanooga, TN 37415
SH438 Glen S. & Mary S. Shimazu 6.0000 6,000.00
4921 El Paraiso Ave.
Sacramento, CA 95824
SH43M Floyd L. Shilanski IRA 2.0000 2,000.00
431 W. 7th Avenue #100
Anchorage, AK 99501-3511
SH43N Kay Shirley 2.0000 2,000.00
<PAGE>
2592 Habersham Road NW
Atlanta, GA 30305
SI271 Charles Sienknecht IRREV Trust 3.0000 3,000.00
4206 Ivory Avenue
Signal Mountain, TN 37215
SI273 Charles Sienknecht IRA 2.5000 2,500.00
4206 Ivory Ave.
Signal Mountain, TN 37377
SI274 Nancy Sienknecht IRA 3.0000 3,000.00
4206 Ivory Avenue
Signal Mountain, TN 37377
SI275 Charles W. Sienknecht PSP 2.5000 2,500.00
c/o Arthritis Associates
Suite 100 Memorial Plaza
605 Glenwood Avenue
Chattanooga, TN 37404-1103
SI410 Gerhard G. Sihler IRA 5.0000 5,000.00
48 Doral Farm Rd.
Stamford, CT 06902
SI570 Russell G. Sillery IRA 2.0000 2,000.00
152 Cheese Spring Road
Wilton, CT 06897-2307
SI590 Peter & Kveta Simon 3.0000 3,000.00
4853 Tommar Dr.
Fair Oaks, CA 95628-5125
SI613 William M. Singletary Jr IRA 5.0000 5,000.00
941 S. Galatin Street
Jackson, MS 39204
SI760 Daniel M. Siracusa IRA 2.0000 2,000.00
55 Stockade Road
So. Glastonbury, CT 06073
SL629 Kathleen A. Sloan 3.0000 3,000.00
11217 W. 106th
Overland Park, KS 66214
SM43X James D. Smith IRA 2.0000 2,000.00
6324 Inca Road
Ft. Worth, TX 76116
SM44T Charles K. Smith IRA 5.0000 5,000.00
P. O. Box 27
Hartsville, TN 37074
SM45V Gregory A. Smith IRA 2.0000 2,000.00
P. O. Box 783
Grand Marais, MN 55604-9608
SM45W Cindy Lea Carpenter IRA 2.0000 2,000.00
<PAGE>
159 Linnell Road
Grand Marais, MN 55604
SM46F Shirley A. Smith 3.0000 3,000.00
3953 Heatherhill Drive
Bartlett, TN 38135
SO730 Betty Sopher IRA 4.0000 4,000.00
6930 Hyde Park Drive #106
San Diego, CA 92119
SO850 Southwest Royalties, Inc. 3.0000 3,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 30.0000 30,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 4.0000 4,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. .5000 500.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. .5000 500.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 15.0000 15,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 3.0000 3,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 5.0000 5,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 30.0000 30,000.00
P. O. Box 11390
<PAGE>
Midland, TX 79702
SO850 Southwest Royalties, Inc. 25.0000 25,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 25.0000 25,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 20.0000 20,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 3.0000 3,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 3.5000 3,500.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 3.5000 3,500.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 4.5000 4,500.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 3.0000 3,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 10.0000 10,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 3.0000 3,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 3.0000 3,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 5.0000 5,000.00
P. O. Box 11390
Midland, TX 79702
<PAGE>
SO850 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 3.0000 3,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 5.0000 5,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 9.0000 9,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 10.0000 10,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 73.0000 73,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 4.0000 4,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 3.0000 3,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 10.0000 10,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 3.0000 3,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 10.0000 10,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 5.0000 5,000.00
<PAGE>
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 10.0000 10,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 15.0000 15,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 3.0000 3,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 30.0000 30,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 3.0000 3,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 8.0000 8,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 5.0000 5,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 10.0000 10,000.00
P. O. Box 11390
<PAGE>
Midland, TX 79702
SO850 Southwest Royalties, Inc. 4.0000 4,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 4.0000 4,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 25.0000 25,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 10.0000 10,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 10.0000 10,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 3.0000 3,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 15.0000 15,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 6.0000 6,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 5.0000 5,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 28.0000 28,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 4.0000 4,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 5.0000 5,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
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SO850 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 3.0000 3,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 3.0000 3,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 3.0000 3,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 10.0000 10,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 7.0000 7,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 15.0000 15,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 5.0000 5,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 3.0000 3,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 50.0000 50,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 10.0000 10,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 2.0000 2,000.00
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P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 10.0000 10,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 25.0000 25,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 3.0000 3,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 2.5000 2,500.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 3.0000 3,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 3.0000 3,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 3.0000 3,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 7.0000 7,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 15.0000 15,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 10.0000 10,000.00
P. O. Box 11390
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Midland, TX 79702
SO850 Southwest Royalties, Inc. 8.0000 8,000.00
P. O. Box 11390
Midland, TX 79702
SO850 Southwest Royalties, Inc. 4.0000 4,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 2.5000 2,500.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 10.0000 10,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 2.5000 2,500.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 4.0000 4,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 29.0000 29,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 5.0000 5,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 8.0000 8,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 2.5000 2,500.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 20.0000 20,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 100.0000 100,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 10.0000 10,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 5.0000 5,000.00
P. O. Box 11390
Midland, TX 79702
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SO900 Southwest Royalties, Inc. 3.0000 3,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 5.0000 5,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 20.0000 20,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 5.0000 5,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 5.0000 5,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 6.0000 6,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 2.5000 2,500.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 4.0000 4,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 5.0000 5,000.00
<PAGE>
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 4.0000 4,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 4.0000 4,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 5.0000 5,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 2.5000 2,500.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 2.5000 2,500.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 2.5000 2,500.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 2.5000 2,500.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 50.0000 50,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 10.0000 10,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 6.0000 6,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 5.0000 5,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 2.5000 2,500.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 15.0000 15,000.00
P. O. Box 11390
<PAGE>
Midland, TX 79702
SO900 Southwest Royalties, Inc. 5.0000 5,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 5.0000 5,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 16.0000 16,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 10.0000 10,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 10.0000 10,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 15.0000 15,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 2.5000 2,500.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 10.0000 10,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 4.0000 4,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 15.0000 15,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 100.0000 100,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 20.0000 20,000.00
P. O. Box 11390
Midland, TX 79702
<PAGE>
SO900 Southwest Royalties, Inc. 3.0000 3,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 50.0000 50,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 7.5000 7,500.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 5.0000 5,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 3.0000 3,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 5.0000 5,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 2.5000 2,500.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 2.0000 2,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 15.0000 15,000.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 7.5000 7,500.00
P. O. Box 11390
Midland, TX 79702
SO900 Southwest Royalties, Inc. 7.5000 7,500.00
P. O. Box 11390
Midland, TX 79702
SP115 Joseph W. Spadaro IRA 10.0000 10,000.00
27 Toulon
Laguna Niguel, CA 92677-5431
SP116 Karen M. Spadaro IRA 4.0000 4,000.00
27 Toulon
Laguna Niguel, CA 92677-5431
SP435 Emily Loos Spitzner IRA 5.0000 5,000.00
14734 Oakways Court
Wayzata, MN 55391
SQ851 Rod Squires 25.0000 25,000.00
<PAGE>
7901 Fish Pond Road #2nd Floor
Waco, TX 76710-1013
ST113 Natalie L. Starr 5.0000 5,000.00
3601 Connecticut Ave, NW #121
Washington, DC 20008-2419
ST259 Paul E. Steen IRA 2.0000 2,000.00
4417 E. Mountain View
Phoenix, AZ 85028
ST260 David P. Steed IRA 2.0000 2,000.00
2985 Habersham Way, N.W.
Atlanta, GA 30305
ST261 Rose B. Steed IRA 2.0000 2,000.00
2985 Habersham Way, N.W.
Atlanta, GA 30305
ST264 Laurence D. Stephens 10.0000 10,000.00
3319 Greenbrier Drive
Dallas, TX 75225-4818
ST272 Mary Christine Steuterman 10.0000 10,000.00
517 Hobbs Road
Greensboro, NC 27403
ST273 Margaret L. Stickley 15.0000 15,000.00
330 Hilltop Avenue
Keyser, WV 26726
ST274 Stanley W. Stevens 5.0000 5,000.00
112 13th St.
Pulanski, VA 24301
ST27Z Joseph W. Stewart IRA 70.0000 70,000.00
15650 S. 13th Place
Phoenix, AZ 85044-8663
ST294 Monic Y. Stensby IRA 4.0000 4,000.00
Route 3 Box 235-C
Winchester, TN 37398
ST29F James G. Stensby M.D. IRA 9.0000 9,000.00
Route 3 Box 235-C
Winchester, TN 37398
ST630 William J. Stokes 15.0000 15,000.00
Temple First Stock Co. TTEE
P. O. Box 6101
Temple, TX 76503
ST76C Raymond Strickland IRA 2.5000 2,500.00
Pigg Schoolhouse Road
Santa Fe, TN 38482
ST76N Rodney Strachan Trustee 9.0000 9,000.00
<PAGE>
FBO Rodney Strachan M.D., Inc.
Retirement Trust
11632 Ranch Hill
Santa Ana, CA 92705
ST772 Beth Jean Strickland IRA 2.5000 2,500.00
19202 Wyndchase Circle
Franklin, TN 37067
ST850 Bruce W. Stuart Children Trust 5.0000 5,000.00
45 Farmstead Lane
Windsor, CT 06095
SU810 Courtney R. Suthoff 5.0000 5,000.00
21014 Hwy 51
Hazlehurst, MS 39083
SU813 Rebecca Hewitt Suthoff 5.0000 5,000.00
21014 Hwy 51
Hazelhurst, MS 39083
SW274 Sweet Family Trust 8.0500 8,041.67
Carole Gail Sweet, Trustee
u/t/d 6/22/90
4324 Elder Avenue
Seal Beach, CA 90740
SW274 Sweet Family Trust 1.1300 1,134.80
Carole Gail Sweet, Trustee
u/t/d 6/22/90
4324 Elder Avenue
Seal Beach, CA 90740
SY590 Jackie Marie Symonds 10.0000 10,000.00
311C Misty Isle Lane
Las Vegas, NV 89107
SY951 Johnne D. Syverson IRA 2.0000 2,000.00
1116 6th Street
W. Des Moines, IA 50265
TA810 John C. & Connie Tatgenhorst 3.0000 3,000.00
1113 Farington Dr.
Knoxville, TN 37923
TE212 Michael G. Tebeleff IRA 2.0000 2,000.00
7135 Willow Brook Way
Columbia, MD 21046
TE271 Betty A. Teem 10.0000 10,000.00
12 Bohler Mews N.W.
Atlanta, GA 30327
TE272 James H. Teepen IRA 2.0000 2,000.00
3611 W. Simkins
Pahrump, NV 89048
TE273 Betty A. Teem IRA 5.0000 5,000.00
<PAGE>
12 Bohler Mews N.W.
Atlanta, GA 30327-1141
TE980 Texas Seal Supply Co. 5.0000 5,000.00
Marcos Gallegos TTEE
P. O. Box 5726
Arlington, TX 76011
TH620 Frank L. & Lydia R. Thomas 4.0000 4,000.00
1211 Bates Street
Brandon, FL 33510-2934
TH649 Phillis M. Thompson 8.5000 8,500.00
2530 Dartsmouth Drive
Fayetteville, NC 28304
TH64M Alfred W. Thomas III IRA 2.0000 2,000.00
114 E. Prentiss Avenue
Greenville, SC 29605
TH64N Kay T. Thomas IRA 2.0000 2,000.00
114 E. Prentiss Avenue
Greenville, SC 29605
TI590 David L. Timmerman 5.0000 5,000.00
10493 River Bluff Trail
Zeeland, MI 49464
TI610 Kenneth T. & Retha A. Tiner 4.0000 4,000.00
198 Quail Meadow
China Spring, TX 76633-2981
TO632 Paul J. Toohey 10.0000 10,000.00
Custodian for Jason P. Toohey,
Heather L. Toohey & Nicole L.
Toohey, UTMA CA
673 S. Pathfinder Trail
Anaheim Hills, CA 92807
TO760 Louis Tortora 5.0000 5,000.00
2032 Ridge Road
Syosset, NY 11791-9608
TO960 John H. & Claire Sue Townsend 5.0000 5,000.00
8832 Egret Isle Pointe
Lake Worth, FL 33467
TO961 Myron S. Towbin IRA 3.0000 3,000.00
1003 Edwin Warner Drive
Nashville, TN 37205
TU390 William C. & Christine Tuggle 5.0000 5,000.00
950 Glendale Lane
Nashville, TN 37204
TU569 William L. Tullar 5.0000 5,000.00
5002 Millburn Dr.
<PAGE>
Greensboro, NC 27407
TU570 Cesar J. Tula M.D. P.A. PSP 5.0000 5,000.00
315 Plymouth
Laredo, TX 78041
TU759 Evelyn S. Turner 15.0000 15,000.00
108 Corrine Drive
Greenville, SC 29607
TU761 Fred P. Turner 10.0000 10,000.00
1406 N. Main St.
Greenville, SC 29609
TU76H Toni Turok IRA 2.0000 2,000.00
8842 Summerhill Point
Alpine, CA 91901
TW630 Bonita Doris Twombly 10.0000 10,000.00
350 Grandview Avenue
Woodside, CA 94062
UP790 Charles & Margaret Upshaw 5.0000 5,000.00
1602 Starling Street
Steilacoom, WA 98388-2118
VA252 Patrick L. Vaden IRA 6.0000 6,000.00
1187 Vulzee Blvd.
Nashville, TN 37217
VA577 Frank C. Vallejo IRA 15.0000 15,000.00
711 N. Atlantil Street
Tullahoma, TN 37388
VA61G Patricia Van DenBroeke IRA 2.0000 2,000.00
14802 N. 10th Street
Phoenix, AZ 85022
VA620 Sandra Van Velsor IRA 3.0000 3,000.00
4793 Winchester
Memphis, TN 38118
VA762 Peter J. Varney IRA 2.0000 2,000.00
5903 S. Fairfield St.
Littleton, CO 80120
WA567 Senorita G. Walden 50.0000 50,000.00
5704 Airport Freeway
Ft. Worth, TX 76117
WA761 Glenda E. Warren Irrevocable 3.0000 3,000.00
Trust
P. O. Box 59
Rescue, CA 95672
WA76S Gaylee P. Warner IRA 2.0000 2,000.00
E 9603 1390th Street
<PAGE>
New Auburn, WI 54757
WA778 David B. Warner IRA 2.0000 2,000.00
305 Oak Run Road
Carbondale, CO 81623-2802
WA812 Samuel E. Watson 10.0000 10,000.00
3687 Summer Ave.
Memphis, TN 38122
WA81Q Corinne Watanabe 3.0000 3,000.00
1862 Rosemount Avenue
Claremont, CA 91711-2634
WA81V Rose Lynn B. Watson 10.0000 10,000.00
181 Belle Meade Lane
Memphis, TN 38117-3017
WE11B Herschel Jay Weaver Trust 5.0000 5,000.00
u/a/d 12/30/80
6260 Pinecrest
Zeeland, MI 49464
WE210 William J. Webb, Jr. IRA 4.0000 4,000.00
4021 County Line Road
Carson City, NV 89703
WE215 Ralph L. Weir, Jr. 100.0000 100,000.00
1570 Camel Drivers Lane
Colorado Spring, CO 80904
WE21V Robert O. Webb 5.0000 5,000.00
P. O. Box 187
Warner Springs, CA 92086
WE21W Natalie F. Webb 5.0000 5,000.00
P. O. Box 187
Warner Springs, CA 92083
WE425 Alexandra Weinstein 3.0000 3,000.00
c/o Matthew Weinstein
905 E. Horseshoe Ct.
Virginia Beach, VA 23451-5924
WE426 Ileana Weinstein 3.0000 3,000.00
c/o Matthew Weinstein
905 East Horseshoe Court
Virginia Beach, VA 23451-5924
WE437 Robert F. Weigel IRA 3.5000 3,500.00
346 Herron Drive
Nashville, TN 37210
WE441 Edward W. Weitzel IRA 20.0000 20,000.00
10 Charter Oaks Condominiums
7100 F. Procher Drive
Myrtle Beach, SC 29577
<PAGE>
WE442 Faye Weinzimer IRA 2.5000 2,500.00
4487 Post Place #70
Nashville, TN 37205
WE790 Carl E. Westmoreland, Jr. IRA 2.0000 2,000.00
908 W. Wesley Rd.
Atlanta, GA 30327
WE795 Kevin J. West IRA 2.0000 2,000.00
7004 Franklin
Des Moines, IA 50322
WE79C Stephen L. Weston IRA 3.0000 3,000.00
c/o Spencer L. Weston, CPA
3420 Coach Lane #12
Cameron Park, CA 95682
WE79H Carl E. Westmoreland, Jr. IRA 8.4000 8,400.00
908 West Wesley Road
Atlanta, GA 30327
WH420 Richard A.& Maxine J. Whipple 5.0000 5,000.00
3102 52nd St.
Des Moines, IA 50310
WH429 Nancy E. Whidby IRA 2.0000 2,000.00
3652 Ingraham Street
San Diego, CA 92109-6716
WH43C William D. White IRA 10.0000 10,000.00
1606 Georgetown Lane
Murfreesboro, TN 37130
WI270 Mark A. Wierson 10.0000 10,000.00
9825 Iltis Drive
Des Moines, IA 50322
WI276 Phillip W. Wierson IRA 2.0000 2,000.00
5445 Mallard Pt.
Gainesville, GA 30501
WI27D Mark A. Wierson IRA 3.0000 3,000.00
9825 Iltis Drive
Des Moines, IA 50322
WI549 Harmon Willard 10.0000 10,000.00
3110 Marlynn Street
Carmichael, CA 95608
WI550 Dorman E. & Helen A. Williams 5.0000 5,000.00
Trustees u/a/d 10-9-84
FBO Dorman E. &
Helen A. Williams Trust
7596 17th Lane No.
St. Petersburg, FL 33702
WI572 Garrett J. Williamson IRA 2.0000 2,000.00
<PAGE>
8281 Juanita Dr.
Olive Branch, MS 38654
WI575 Julie W. Wilson IRA 2.0000 2,000.00
17 Ridgemere Trce NE
Atlanta, GA 30328-4847
WI593 Evelyn Wimmer IRA 20.0000 20,000.00
7440 S. Ocean Drive Apt A224
Jensen Beach, FL 34957-2022
WI59I Wilson Brock & Irby, L.L.C. 11.6000 11,600.00
401(k) Plan FBO Richard W.
Wilson, Jr. dated 5/19/95
Overlook 1, Suite 700
2849 Paces Ferry Road
Atlanta, GA 30339
WI610 Winchester Partners 10.0000 10,000.00
James G. Stensby
660 Tri Cities Farm Road
Winchester, TN 37398
WI611 Norman C. & L. Ann Wingerd 40.0000 40,000.00
16 Cavaleade Circle
Sacramento, CA 95831
WO570 Jerry L. Wolfe IRA 4.0000 4,000.00
91 N. Grove Park Road
Memphis, TN 38117
WO590 H. H. WOMMACK III 1.0000 .00
P. O. Box 2196
MIDLAND, TX 79702
WO624 William E. & Jean Wood 5.0000 5,000.00
4963 Churnak Cove
Memphis, TN 38118
WO625 Thomas E. Wood IRA 2.0000 2,000.00
Route 11 Lynn Dr.
Taylors, SC 29687
YE760 June Yerby Trust 6.0000 6,000.00
U/A dated 10-31-79
11338 King
Overland Park, KS 66210
YO250 New River Internal Medicine 10.0000 10,000.00
FBO Donald E. Yoder Voluntary
Profit Sharing Plan
2460 Lee Highway
Pulaski, VA 24301
YO761 Clyde York 5.0000 5,000.00
938 Strongbox Lane
N. Fort Meyes, FL 33917
<PAGE>
YO840 David Young IRA 2.0000 2,000.00
1971 Granite Hills Drive
El Cajon, CA 92019
YO85C Alice C. Young 4.0000 4,000.00
1816 Bedfordshire Drive
Decatur, GA 30033
YO860 S.M. & Frances C. Young 10.0000 10,000.00
537 Tower
Ketchikan, AK 99901
ZE430 Willard G. & Thelma Zeiler 5.0000 5,000.00
315 W. Walnut
El Sequndo, CA 90245
ZE611 Arpine M. Norian IRA 6.5360 6,536.00
1355 Ana Maria Circle
Port Orange, FL 32119
ZI270 Ralph P. Ziegler 4.0000 4,000.00
4504 Adams Street
Kansas City, KS 66103-3415
ZI612 David S. Zinn 5.0000 5,000.00
David S. Zinn Law Firm
Glen Echo Building, Ste. 102
2000 Glen Echo Road
Nashville, TN 37215
892 Total Investors 7,500.1390 7,499,139.00
<PAGE>
