U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended June 30, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
Commission File Number 0-14731
HALLADOR PETROLEUM COMPANY
(Exact name of small business issuer as specified in its charter)
COLORADO 84-1014610
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1660 Lincoln St., Suite 2700, Denver, Colorado 80264
(Address of principal executive offices)
303-839-5504 FAX 303-832-3013
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12
months, and (2) has been subject to such filing requirements for the past 90
days. Yes [x]. No [ ].
As of August 12, 1996 7,095,000 shares of the issuer's common
stock were outstanding.
This report contains 9 pages. Exhibit table on page 9.
1
<PAGE>
PART I. FINANCIAL INFORMATION:
HALLADOR PETROLEUM COMPANY
Consolidated Balance Sheet
(in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995 *
------------ -------------
ASSETS
- ------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 926 $ 3,459
Marketable securities - available
for sale 2,870
Accounts receivable-
Oil and gas sales 380 419
Well operations 314 331
Insurance claim received
in January 1996 114
-------- -------
Total current assets 4,490 4,323
-------- -------
Oil and gas properties (full cost
accounting), at cost:
Evaluated properties 39,681 39,562
Less - accumulated depreciation,
depletion, amortization (32,402) (32,118)
-------- -------
7,279 7,444
-------- -------
Other assets 159 159
-------- -------
$ 11,928 $ 11,926
======== =======
</TABLE>
*Derived from the Form 10-KSB.
See accompanying notes.
2
<PAGE>
HALLADOR PETROLEUM COMPANY
Consolidated Balance Sheet
(in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995 *
-------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Accounts payable and
accrued liabilities $ 230 $ 185
Oil and gas sales payable 90 39
Debt with recourse only to
the South Cuyama Field 574 670
-------- -------
Total current liabilities 894 894
-------- -------
Debt with recourse only to the
South Cuyama Field 5,861 6,203
-------- -------
Deferred Bonus Plan 147 127
-------- -------
Other 65 65
-------- -------
Stockholders' equity:
Common stock, $.01 par value;
100,000,000 shares authorized;
7,145,000 (post split) shares
issued and 70,982,723 (pre-split)
shares issued 71 710
Preferred stock, $.10 par value;
10,000,000 shares authorized;
no shares issued
Additional paid-in capital 18,064 17,428
Accumulated deficit (13,174) (13,501)
-------- -------
4,961 4,637
-------- -------
$ 11,928 $ 11,926
======== =======
</TABLE>
*Derived from the Form 10-KSB.
See accompanying notes.
3
<PAGE>
HALLADOR PETROLEUM COMPANY
Consolidated Statement of Operations
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Six Months ended Three months ended
June 30, June 30,
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenue:
Oil $ 2,038 $ 1,875 $ 1,068 $ 991
Gas 155 279 75 129
NGLs 245 258 117 118
Interest 104 18 51 10
Other 35
------- ------- ------- -------
2,577 2,430 1,311 1,248
------- ------- ------- -------
Costs and expenses:
Lease operating 1,411 1,507 684 786
Depreciation, depletion
and amortization 284 321 143 165
General and
administrative 248 189 159 101
Interest 307 470 150 233
------- ------- ------- -------
2,250 2,487 1,136 1,285
------- ------- ------- -------
Net income (loss) $ 327 $ (57) $ 175 $ (37)
======= ======= ======= =======
Net per share amounts* $ .05 (.07) $ .02 (.05)
======= ======= ======= =======
Weighted average shares
outstanding* 7,145 766 7,145 766
======= ======= ======= =======
* The 1995 amounts have been restated to reflect the May 29, 1996 stock
split.
</TABLE>
See accompanying notes.
4
<PAGE>
HALLADOR PETROLEUM COMPANY
Consolidated Statement of Cash Flows
(in thousands)
<TABLE>
<CAPTION>
Six months ended
June 30,
1996 1995
-------- --------
<S> <C> <C>
Cash flows from operating activities $ 894 $ 473
Cash flows used in investing activities:
Marketable securities (2,870)
Additions to oil and gas properties (34) (54)
Additions to unproved properties (85)
Net cash (used in) investing activities (2,989) (54)
Cash flows used in financing activities:
Repayments of debt (438) (225)
Net increase (decrease) in cash and
cash equivalents (2,533) 194
Cash and cash equivalents, beginning of period 3,459 438
Cash and cash equivalents, end of period $ 926 $ 632
</TABLE>
NOTES TO FINANCIAL STATEMENTS
1. The interim financial data is unaudited; however, in the opinion of
management, the interim data includes all adjustments,
consisting only of normal recurring adjustments necessary for a
fair statement of the results for the interim periods. The
financial statements included herein have been prepared by the
Company pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principals have
been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures
included herein are adequate to make the information presented
not misleading.
The organization and business of the Company, accounting
policies followed by the Company and other information are
contained in the notes to the Company's financial statements
filed as part of the Company's December 31, 1995 Form 10-KSB.
This quarterly report should be read in conjunction with such
annual report.
5
<PAGE>
HALLADOR PETROLEUM COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS
PROPERTIES SOLD IN JULY
In July 1995, the Company sold substantially all its Texas
properties for $354,000. LOE for these properties for the six-month
period ended June 30, 1995 was approximately $44,000. LOE for the
three month period ended June 30, 1995 was approximately $21,000.
Sales volumes and values are set forth in the following tables:
<TABLE>
<CAPTION>
Six Month Sales Second Quarter Sales
1995 1995
Volume Value Volume Value
------ ----- ------ -----
<S> <C> <C> <C> <C>
Oil-barrels 2,955 $50,713 1,366 $24,400
Gas-MCF 34,486 56,391 16,729 27,327
</TABLE>
YEAR-TO-DATE COMPARISON
Average product prices and volumes are set forth in the
following table:
<TABLE>
<CAPTION>
1996 1995
Sales Volume Average Price Sales Volume Average Price
------------ ------------- ------------ -------------
<S> <C> <C> <C> <C>
Oil - barrels 110,715 $18.41 114,990 $16.30
Gas - MCF 110,980 1.40 193,210 1.45
NGLs- barrels 19,820 12.37 22,280 11.59
</TABLE>
Revenue increased due to a higher average oil price, interest
income and non-recurring refunds. Higher prices more than offset the
decline in gas sales resulting from lower production levels and
property sales.
General and administrative expenses increased due to annual
meeting expenses of $15,000, non-recurring expenses of $16,000 and state
taxes of $18,000. The Company did not have an annual meeting in 1995 and
state taxes were insignificant.
Interest expense decreased due to the conversion of the
convertible debt in November 1995.
QUARTER-TO-DATE COMPARISON
Revenue and general and administration increased to due the
reasons stated above.
6
<PAGE>
The table below provides sales data and average prices for the
the second quarters.
<TABLE>
<CAPTION>
1996 1995
Sales Volume Average Price Sales Volume Average Price
------------ ------------- ----------- --------------
<S> <C> <C> <C> <C>
Oil - barrels 55,020 $19.41 58,485 $16.94
Gas - MCF 58,034 1.30 90,939 1.43
NGLs- barrels 10,272 11.46 11,010 10.73
</TABLE>
OUTLOOK FOR REMAINDER OF 1996
HEDGING
The Company continues to evaluate hedging strategies for its oil
production but has never entered into such actions and at this time does not
expect to. As of August 12, 1996, the Company is receiving $18.82 per barrel
for its California production.
LIQUIDITY AND CAPITAL RESOURCES
Cash from operations and available funds will enable the Company to meet
its obligations, commitments and capital expenditures as they become due
through the next 12 months.
FUTURE RESULTS OF OPERATIONS
Assuming stable production and prices, a small profit is expected for
the remaining six months.
7
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Shareholders' meeting was held on May 29, 1996.
All of the Company's directors were elected, the amendment to the
1993 Stock Option Plan was approved and adopted, the 100 for 1
reverse split followed by the 10 for 1 forward split was approved and
effected.
Total shares outstanding were 71,485,755 and total shares
represented by proxy were 61,576,650 presenting 86.14% outstanding
shares voted. No shares were represented in person. Below is a
table showing the voting results:
<TABLE>
<CAPTION>
Common Stock
<S> <C> <C>
Proposal #1-Election of Directors
Cortlandt S. Dietler For 61,575,684
Withheld 966
David Hardie For 61,575,684
Withheld 966
Steven Hardie For 61,575,684
Withheld 966
Bryan H. Lawrence For 61,575,684
Withheld 966
Victor P. Stabio For 61,575,684
Withheld 966
Proposal #2 - To adopt and ratify amendment No. 1 to the Stock Option
Plan
For 61,347,058
Against 12,622
Abstain 955
Not Voted 216,015
Proposal #3 - To amend the Company's Articles of Incorporation to
effect a 100 for 1 reverse split of the Company's common stock
followed by a 10 for 1 forward split of the Company's common stock.
For 61,574,036
Against 2,153
Abstain 441
Not Vote 20
</TABLE>
8
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Ex-27 Financial Data Schedule; EDGAR filing only.
Ex-3.(i) Articles of Incorporation
Ex-3.(ii) Amendment to the Articles of Incorporation filed 12/14/89
Ex-3.(iii) Amendment to the Articles of Incorporation filed 12/30/90
Ex-3.(iv) Amendment to the Articles of Incorporation filed 5/29/96
(b) No reports on Form 8-K were filed by the Company during the
quarter ended June 30, 1996.
SIGNATURE
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HALLADOR PETROLEUM COMPANY
Date: August 12, 1996 By: /s/ VICTOR P. STABIO
Victor P. Stabio
Chief Executive Officer and
Chief Financial Officer
Signing on behalf of the
registrant and as principal
financial and accounting officer.
9
RESTATED ARTICLES OF INCORPORATION
OF
KIMBARK OIL & GAS COMPANY
THE STATE OF COLORADO S
S
COUNTY OF DENVER S
The undersigned natural persons, acting as the President and Secretary of
Kimbark Oil & Gas Company, a Colorado corporation (the "Corporation"), file
the following Restated Articles of Incorporation (the "Articles") for the
Corporation. These Articles correctly set forth the provisions for the
Articles of Incorporation, as amended, and such amendments have been adopted
by the Board of Directors by resolution and approved by the shareholders
receiving the affirmative vote of the holders of a majority of the shares
entitled to vote thereon. These Articles supersede the original Articles of
Incorporation and all amendments thereto.
1.
The name of the Company shall be Kimbark Oil & Gas Company.
2.
The term for which the Corporation is to exist is perpetual.
3.
(a) The purpose for which this Corporation is formed is the transaction
of any or all lawful business for which corporations may be incorporated
under the laws of Colorado.
(b) The Corporation shall have and may exercise all of the rights,
powers and privileges now or hereafter conferred upon corporations organized
under the laws of Colorado and may do everything necessary, equitable or
proper for the accomplishment of any of its corporate purposes.
4.
(a) The aggregate number of shares which the Corporation shall have the
authority to issue is 40,000,000 shares of Common Stock with a par value of
each share of $.10, and 10,000,000 shares of preferred stock with a par value
of each share of $.10.
(b) The board of directors of the Corporation ("Board of Directors")
is authorized, subject to limitations prescribed by Colorado law and the
provisions of this Article 4 to divide the preferred stock into series and
fix the determine the relative rights and preferences of the shares of any
series so established.
(c) The authority of the Board of Directors with respect to each series
shall include, but not be limited to, determination of the following:
(i) The number of shares constituting that series and the
distinctive designation of that series;
(ii) The dividend rate on the shares of that series, the time of
payment of dividends, whether dividends shall be cumulative, and, if so,
from which date or dates, and the relative rights of priority, if any,
of payment of dividends on shares of that series;
(iii) Whether shares of that series shall have voting powers, in
addition to the voting powers provided by law, and if so, the terms of
such voting powers;
(iv) Whether shares of that series shall have conversion
privileges, and, if so, the terms and conditions on which such shares may be
converted, including provision for adjustment of the conversion rate in such
events as the Board of Directors shall determine;
(v) Whether or not the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption, including the date
or dates upon or after which they shall be redeemable, and the redemption
price, which amount may vary under different conditions and at different
redemption rates;
(vi) Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms and
amount of such sinking fund;
(vii) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
corporation, and the relative rights of priority, if any, of payment of
shares of that series;
(viii) Any other relative rights, preferences and limitations
of that series.
Any of the voting powers, designation, preferences, rights and
qualifications, limitations or restrictions of any such series of preferred
stock may be made dependent upon facts ascertainable outside these Articles
of Incorporation or of any amendment hereto, or outside the resolution or
resolutions providing for the issue of such stock adopted by the Board of
Directors pursuant to authority expressly vested in int by these provisions,
provided that such facts and the manner in which such facts shall operate
upon the voting powers, designations, preferences, rights and qualifications,
limitations or restrictions of such series of stock are clearly and expressly
set forth in the resolution or resolutions providing for the issue of such
stock adopted by the Board of Directors.
(d) Each shareholder of record shall have one vote for each share of
common stock standing in his name on the books of the Corporation and
entitled to vote. Cumulative voting shall not be allowed in the election of
directors or for any other purpose.
(e) At all meetings of stockholders, one-third of the shares entitled
to vote at such meeting represented in person or by proxy, shall constitute
a quorum, and at any meeting at which a quorum is present the affirmative
vote of a majority of the shares represented at such meeting and entitled to
vote on the subject matter shall be the act of the shareholders; except that
the following actions shall require the affirmative vote or concurrence of
the holders of at least a majority of all of the outstanding shares of the
Corporate entitled to vote thereon: (1) adopting an amendment or amendments
to these articles of incorporation, (2) lending money to, guaranteeing the
obligations of or otherwise assisting any of the directors of the
Corporation, (3) authorizing the sale, lease, exchange or other disposition
of all or substantially all of the property and assets of the corporation,
with or without its good w ill, not in the usual and regular course of
business, (4) approving a plan of merger or consolidation, (5) adopting a
resolution submitted by the Board of Directors to dissolve the Corporation,
and (6) adopting a resolution submitted by the Board of Directors to revoke
voluntary dissolution proceedings.
(f) The Board of Directors may from time to time distribute to the
shareholders in partial liquidation, out of either stated capital or capital
surplus of the Corporation, a portion of its assets, in cash or property,
subject to the limitations contained in the statutes of Colorado.
5.
(a) The Corporation shall have the right to indemnify any person to the
fullest extent allowed by the laws of Colorado.
(b) A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 7-5-114 of the Colorado
Corporation Coed, or (iov) for any transaction from which the director
derived an improper personal benefit. If the Colorado Corporation Code is
amended after approval by the shareholders of this article to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Colorado
Corporation Code, as so amended.
(c) Any repeal or modification of the foregoing paragraph by the
shareholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such
repeal or modification.
6.
The initial registered office of the Corporation shall be:
1580 Lincoln Street
Suite 1000
Denver, Colorado 80203
and the name of its registered agent at such address shall be Rodgers
A. Dockstader.
The number of directors of the Corporation shall be not less than three
nor more than fifteen, and determined from time to time by the Board of
Directors; provided however, that there need be only as many directors as
there are shareholders.
8.
The name and address of the initial directors is as follows:
Rodgers A. Dockstader 1580 Lincoln Street
Suite 1000
Denver, Colorado 80203
The name and address of incorporator is as follows:
Robert K. Whitt P. O. Box 2776
Midland, TX 79702
No holder of any shares of any class of stock of the Corporation
shall, as such holder, have any preemptive or preferential right to receive,
purchase, or subscribe to (1) any unissued or treasury shares of any class
of stock, whether now or hereafter authorized, of the Corporation, (2) any
obligations, evidences or indebtedness, or other securities of the
Corporation convertible into or exchangeable for, or carrying or accompanied
by any rights to receive, purchase, or subscribe to any such unissued or
treasury shares, (3) any warrant or option for the purchase of, any of the
foregoing securities, or (4) any other securities that may be issued or sold
by the Corporation, other than such (if any) as the Board of Directors of the
Corporation, in its sole and absolute discretion, may determine from time to
time.
IN WITNESS WHEREOF, I have hereunto set my hand, this 28th day of August
1987.
/s/ Rodgers A. Dockstader
Rodgers A. Dockstader, President
/s/ Andrew J. Wolfe
Andrew J. Wolfe, Secretary
STATE OF COLORADO S)
S)
COUNTY OF S)
Before me, a notary public, on this day personally appeared Rodgers A.
Dockstader, know to me to be the person whose name is subscribed to the
foregoing document and, being by me first duly sworn, declared that the
statements therein contained are true and correct.
Given under my hand and seal of office this 28th day of August 1987.
/s/ Cecily Ann Voruz
(Notarial Seal) Notary Public
State of Colorado
Printed Name: Cecily Ann Voruz
1580 Lincoln Street, Suite 1000
Denver, Colorado 80203
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
(Filed with the Colorado Secretary of State on December 14, 1989.)
Pursuant to the provisions of the Colorado Corporation Code, the undersigned
corporation adopts the following Articles of Amendments to its Articles of
Incorporation:
FIRST: The name of the corporation is (note 1) Kimbark Oil & Gas
Company.
SECOND: The following amendment to the Articles of Incorporation was
adopted on December 12, 1989, as prescribed by the Colorado Corporation Code,
in the manner marked with an X below:
___ Such amendment was adopted by the board of directors where no shares
have been issued.
_X_ Such amendment was adopted by a vote of the shareholders. The
number os shares voted for the amendment was sufficient for approval.
RESOLVED, that the Article 1 of the Corporation's Restated Articles of
Incorporation be amended by deleting such article in its entirety and
substituting the following in lieu thereof:
1.
The name of the Corporation shall be Hallador Petroleum Company.
RESOLVED, that the paragraph (a) of Article 4 of the Corporation's Restated
Articles of Incorporation be amended by deleting such paragraph (a) in its
entirety and substituting the following in lieu thereof:
(a) The aggregate number of shares which the Corporation shall have the
authority to issue is 100,000,000 shares of Common Stock with a par value of
each share of $.01 and 10,000,000 shares of Preferred Stock with a par value
of each share of $.10.
THIRD: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in
the amendment shall be effected, is a follows: None.
FOURTH: The manner in which such amendment effects a change in the
amount of stated capital, and the amount of stated capitals as change by such
amendment, are as follows: No change.
KIMBARK OIL & GAS COMPANY (NOTE 1)
BY: /s/ WILLIAM T. KRIEG
WILLIAM T. KRIEG, PRESIDENT
/S/ ANDREW J. WOLFE
ANDREW J. WOLFE, SECRETARY (NOTE 2)
Note: 1. Exact corporate name of corporation adopting the Articles of
Amendments. (If this is a change of name amendment the name before this
amendment is filed.)
2. Signatures and titles of officers signing for the corporation.
3. Where no shares have been issued, signature of a director.
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
(Filed with the Colorado Secretary of State on December 31, 1990.)
Pursuant to the provisions of the Colorado Corporation Code, the undersigned
corporation adopts the following Articles of Amendments to its Articles of
Incorporation:
FIRST: The name of the corporation is (note 1) Hallador Petroleum
Company.
SECOND: The following amendment to the Articles of Incorporation was
adopted on December 31, 1990, as prescribed by the Colorado Corporation Code,
in the manner marked with an X below:
___ Such amendment was adopted by the board of directors where no shares
have been issued.
_X_ Such amendment was adopted by a vote of the shareholders. The
number of shares voted for the amendment was sufficient for approval.
RESOLVED, that Articles of Incorporation of Hallador Petroleum Company (the
"Corporation") be amended by deleting paragraph (a) of Article Fourth and
substituting therefor the following new paragraph (a):
FOURTH: (a) The aggregate number of shares of capital stock which
the Corporation shall have authority to issue shall be 110,000,000 shares,
consisting of 100,000,000 shares of Common Stock, with a par value of each
share of $0.01, and 10,000,000 shares of Preferred Stock, with a par value
of each share of $0.10, issuable in series. Each ten (10) shares of the
Corporation's Common Stock issued and outstanding at the time Articles of
Amendment containing this amendment are filed with the Secretary of State of
Colorado shall be and hereby are automatically changed and reclassified
without further action into one (1) fully paid and nonassessable share of the
Corporation's Common Stock, provided that no fractional shares shall be
issued pursuant to such change and reclassification as a result of such
change and reclassification the cash value of such fractional share based
upon the average of the closing bid and asked quotations on the National
Association of Securities Dealers trading period commencing on November 27,
1990 until the day preceding the date Articles of Amendment containing this
amendment are filed with the Secretary of State of Colorado.
THIRD: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in
the amendment shall be effected, is a follows: None.
FOURTH: The manner in which such amendment effects a change in the
amount of stated capital, and the amount of stated capitals as change by such
amendment, are as follows: No change.
HALLADOR PETROLEUM COMPANY (NOTE 1)
BY: WILLIAM T. KRIEG, PRESIDENT
W. ANDERSON BISHOP, SCTY (NOTE 2)
Note: 1. Exact corporate name of corporation adopting the Articles of
Amendments. (f this is a change of name amendment the name before this
amendment is filed.)
2. Signatures and titles of officers signing for the corporation.
3. Where no shares have been issued, signature of a director.
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
(Filed with the Colorado Secretary of State on May 29, 1996.)
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation.
FIRST: The name of the corporation is Hallador Petroleum Company.
SECOND: The following amendment to the Articles of Incorporation was
adopted on May 29, 1996, as prescribed by the Colorado Business Corporation
Code, in the manner marked with an X below:
___ No shares have been issued or Directors Elected - Action by
Incorporators
___ No shares have been issued but Directors Elected - Action by
Directors
___ Such amendment as adopted by the board of directors where shares
have been issued.
_X_ Such amendment was adopted by a vote of the shareholders. The
number of shares voted for the amendment was sufficient for approval.
RESOLVED, that, upon the filing of these Articles of Amendment to
the Articles of Incorporation, each one hundred (100) shares of
the Corporation's Common Stock issued and outstanding at the time
Articles of Amendment containing this amendment are filed with the
Secretary of State of Colorado shall be and hereby are
automatically changed and reclassified without further action into
one (1) fully paid and nonassessable share of the Corporation's
Common Stock, provided that no fractional shares shall be issued
pursuant to such change and reclassification. The Corporation
shall pay to each shareholder who would otherwise be entitled to
a factional share as a result of such change and reclassification
the cash value of such fractional share based upon the average of
the closing bid and asked quotations on the National Association
of Securities Dealers Automated Quotations System, as reported by
the NASD OTC Bulletin Board Service, for the trading period
commencing on May 13, 1996 and continuing until the day preceding
the date Articles of Amendment containing this amendment are filed
with the Secretary of State of Colorado.
FURTHER RESOLVED, that, on the day after the filing of these
Articles of Amendment to the Articles of Incorporation, each share
of Common Stock shall automatically be forward split and each such
share shall become ten shares of Common Stock.
THIRD: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in
the amendment shall be effected, is a follows: None.
If these amendments are to have a delayed effective date, please list that
date:_____________________________
(Not to exceed ninety (90) days from the date of filing).
/s/ Victor P. Stabio
By: Victor P. Stabio
President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheets and consoliated statement of operations found on
pages 3 and 4 of the Company's form 10-QSB for the year-to-date, and is
qualified in its entirety by reference to such fiancial statements.
</LEGEND>
<CIK> 0000788965
<NAME> HALLADOR PETROLEUM COMPANY
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1996
<CASH> 926
<SECURITIES> 2870
<RECEIVABLES> 694
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4490
<PP&E> 39681
<DEPRECIATION> 32402
<TOTAL-ASSETS> 11928
<CURRENT-LIABILITIES> 894
<BONDS> 5861
0
0
<COMMON> 71
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 11928
<SALES> 380
<TOTAL-REVENUES> 2577
<CGS> 0
<TOTAL-COSTS> 2250
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 307
<INCOME-PRETAX> 0
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<CHANGES> 0
<NET-INCOME> 127
<EPS-PRIMARY> .05
<EPS-DILUTED> .05
</TABLE>
