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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995 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 0-16693
COASTAL 1987 DRILLING PROGRAM, LTD.
(Exact name of registrant as specified in its charter)
Texas 76-0214087
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Coastal Tower
Nine Greenway Plaza
Houston, Texas 77046-0995
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 877-1400
---------------------
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interests
----------------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_ No ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The required statement as to the aggregate market value of the voting stock
of the Registrant held by non-affiliates is not applicable as the Registrant is
a limited partnership.
Documents incorporated by reference:
None.
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<PAGE>
TABLE OF CONTENTS
PART I
Item Page
1. Business ................................................... 1
2. Properties ................................................. 3
3. Legal Proceedings .......................................... 3
4. Submission of Matters to a Vote of Security Holders ........ 3
PART II
5. Market for the Registrant's Common Equity and Related
Stockholder Matters ..................................... 4
6. Selected Financial Data .................................... 4
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................ 4
8. Financial Statements and Supplementary Data ................ 4
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure ................................ 4
PART III
10. Directors and Executive Officers of the Registrant.......... 5
11. Executive Compensation...................................... 6
12. Security Ownership of Certain Beneficial Owners and
Management............................................... 14
13. Certain Relationships and Related Transactions.............. 18
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form
8-K ..................................................... 19
<PAGE>
PART I
Item 1. Business.
Coastal 1987 Drilling Program, Ltd. ("Partnership") is a limited
partnership organized under the laws of the State of Texas on March 27, 1987.
Its General Partner is Coastal Limited Ventures, Inc. ("CLV"), a Texas
corporation and a wholly-owned subsidiary of The Coastal Corporation
("Coastal"). The Partnership commenced operations on July 3, 1987.
The operations of the Partnership consist of operating gas and oil wells
through a joint venture ("Joint Venture") described below. The drilling program
("Program"), which was funded by the Partnership and completed in 1988, was
conducted on acreage contributed by the other joint venturers ("Other Joint
Venturers") in prospects and fields located in several regions of the United
States.
The Partnership and CLV have no employees. None of the officers of CLV
devotes full time to the activities of the Partnership.
Under the terms of the Agreement of Limited Partnership dated as of March
27, 1987 (the "Partnership Agreement") and the Joint Venture Agreement dated as
of July 3, 1987 (the "Joint Venture Agreement"), both the Partnership and the
Joint Venture will terminate on January 1, 1997.
Joint Venture
The Joint Venture conducting the operations of the Partnership is a Texas
general partnership between the Partnership and three wholly-owned subsidiaries
of Coastal. The Partnership is the managing partner of the Joint Venture.
Coastal Oil & Gas Corporation, ANR Production Company and CIG Exploration, Inc.
are the Other Joint Venturers, each of which is a direct or indirect,
wholly-owned subsidiary of Coastal engaged primarily in gas and oil exploration
and production activities.
The Other Joint Venturers contributed leasehold acreage having an agreed
value of $12,000,000 to the Joint Venture to provide the drilling blocks
("Drilling Blocks") upon which the exploratory and development wells were
drilled. The Partnership contributed $14,141,000 to the Joint Venture, including
$14,000,000 from the public offering of 14,000 units of limited partnership
interests ("Units"), which was expended for drilling, completing and equipping
Program wells.
The Joint Venture is a minor factor with respect to exploration and
production activities in the domestic gas and oil industry. The market for its
gas and oil production is affected by many factors beyond its control, some of
which are the volume of domestic production and imports of gas and oil, seasonal
fluctuations, economic conditions, competitive fuels, proximity and capacity of
natural gas pipelines and governmental regulations.
Crude oil and other liquid hydrocarbon production from Joint Venture wells
is generally subject to a preferential right and option of the Other Joint
Venturer to purchase such production at the higher of its posted field price or
the average of the highest three prices being paid for similar production in the
field. Production not sold to one of the Other Joint Venturers is sold at
negotiated prices. Gas production is sold at negotiated prices.
During 1995, crude oil sales to Petrowax, Inc., Texaco Trading &
Transportation and Koch Oil Company and natural gas and crude oil, condensate
and natural gas liquids sales to Coastal subsidiaries accounted for 13%, 17%,
13% and 35%, respectively, of the Joint Venture's gas and oil sales. If loss of
crude oil sales accounts were to occur, it should not have an adverse affect on
the Partnership in view of other available markets for its crude oil. However,
the curtailment of natural gas takes by Coastal subsidiaries could defer or
reduce gas sales.
- 1 -
<PAGE>
Most jurisdictions in which the Joint Venture operates regulate the
production of oil and natural gas, including the method of developing new
fields, maximum daily production allowables and the operations of wells although
there has been no limit on allowable daily production of crude oil in recent
years. States also generally impose requirements with respect to spacing of
wells, prevention of waste of gas and oil resources, prevention and clean-up of
pollution, obtaining drilling permits and similar matters.
Participation in Costs and Revenues
Information as to participation by the Partnership and Joint Venture in
costs and revenues is set forth in Note 2 of Notes to Financial Statements
included herein.
Pursuant to the Partnership Agreement, CLV receives administrative fee
payments from the Partnership in lieu of allocating its administrative expenses
as discussed in Note 4 of Notes to Financial Statements included herein.
Prior to Partnership Payout, revenues from the sale of production and
operating expenses of the Joint Venture are allocated 90% to the Partnership and
10% to the Other Joint Venturers. After Partnership Payout, revenues from the
sale of production and operating expenses of the Joint Venture will be allocated
40% to the Partnership and 60% to the Other Joint Venturers. Partnership Payout
is defined as the close of business on the last day of the calendar month during
which revenues from the sale of production less operating costs of the Joint
Venture allocated to the Partnership (not including the administrative fee) and
less amounts applied to pay in full the principal of, and interest on, the Joint
Ven ture Note plus gains on the sale or other disposition of Joint Venture
assets credited to the capital account of the Partnership plus interest earned
after July 3, 1987 (effective date of operations), by the Partnership plus any
con tributions distributed pro rata to the Partners as a return of capital,
first equal the sum of $14,141,000 plus Permitted Excess Drilling Costs.
The Partnership Payout balance was reduced by $276,000 during 1995 as
summarized in Note 3 of Notes to Financial Statements included herein, and at
year-end the balance was $9,688,000. Partnership Payout will not have been
achieved on January 1, 1997 when the Partnership terminates.
Production Operations
The following table presents production and sales price information for
1995, 1994 and 1993.
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Production:
Crude oil, condensate and natural gas liquids (barrels)................ 29,084 35,648 37,420
Gas (million cubic feet) .............................................. 133 144 163
Average sales price*:
Crude oil, condensate and natural gas liquids, per barrel.............. $ 14.51 $ 13.84 $ 15.35
Gas, per thousand cubic feet .......................................... 1.35 1.65 1.91
<FN>
- ------------------------------------
*Net of severance taxes.
</FN>
</TABLE>
For a discussion of "Operations," see "Management's Review," presented on
pages F-1 and F-2, included herein.
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<PAGE>
Item 2. Properties.
The following table sets forth information with respect to the producing
gas and oil properties in which the Partnership had an interest as of December
31, 1995.
State/Field/County Oil Gas
------------------ --- ---
California
Moonbend, Colusa County - 1
Montana
Crane, Richland County 1 -
Mondak West, Richland County 1 -
North Dakota
East Fork, Williams County 2 -
Texas
Dover, Garza County 1 -
Flores, Hidalgo County - 1
LaPerla, Zapata County - 1
South Tokio (Leonard), Terry County 1 -
Panhandle, Moore County 2 -
Utah
Altamont, Duchesne County 1 -
Bluebell, Duchesne County 1 -
Wyoming
South Powell, Coverse County 1 -
--- ---
Total 11 3
=== ===
For information on proved reserves of the Partnership, see "Supplemental
Information on Exploration, Development and Production Activities," pages F-10 -
F-13, included herein.
Item 3. Legal Proceedings.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
- 3 -
<PAGE>
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters.
The Registrant has no common stock. Its ownership is represented by the
Units. There were 401 holders of Units as of December 31, 1995. There is no
market for the Units as transfer of Units is restricted. Under the Partnership
Agreement, Units may be transferred only in the event of death, by operation of
law, or by a natural person by gift to family members, i.e., parents, spouses,
children and grandchildren or to a trust for the benefit of such family members.
The General Partner is required to offer, by May 1st of each year, commencing in
1989 and ending in 1996, to repurchase Units as discussed in Note 5 of Notes to
Financial Statements included herein.
Cash distributions to Limited Partners, which are paid quarterly, totaled
$11.20 per $1,000 Unit for 1995, $16.10 for 1994 and $22.95 for 1993.
Item 6. Selected Financial Data.
The following selected financial data (in thousands of dollars except per
Unit amounts) is derived from the Financial Statements included herein and Item
6 of the Partnership's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994. The Notes to Financial Statements included herein contain
other information relating to this data.
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------------------
1995 1994 1993 1992 1991
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Revenues:
Sale of gas and oil.......................... $ 653 $ 785 $ 933 $ 1,062 $ 1,552
Interest..................................... 16 11 21 6 8
-------- -------- -------- -------- --------
669 796 954 1,068 1,560
Net Earnings (Loss)............................. (95) 43 181 50 (705)
Net Earnings (Loss) per Unit.................... (6.72) 3.04 12.80 3.54 (49.85)
Total Assets at Year End........................ 1,093 1,353 1,626 1,885 2,917
Cash Distribution per Unit...................... 11.20 16.10 22.95 9.55 68.15
</TABLE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Management's Discussion and Analysis of Financial Condition and Results of
Operations is presented on pages F-1 and F-2 herein.
Item 8. Financial Statements and Supplementary Data.
The Financial Statements and Supplementary Data required hereunder are
included in this Annual Report as set forth in Item 14(a) herein.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
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<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant.
The Partnership does not have any directors or executive officers. Its
General Partner is CLV. The following presents information with respect to the
directors and executive officers of CLV as of March 13, 1996:
Name (Age), Year First Elected
Director and/or Officer of CLV Positions and Offices with CLV
David A. Arledge (51), 1981 Chairman of the Board and Chief
Executive Officer
Jerry D. Bullock (66), 1992 President and Director
Carl A. Corrallo (52), 1993 Senior Vice President and
Director
Rodney D. Erskine (51), 1994 Senior Vice President
Coby C. Hesse (48), 1986 Senior Vice President
Harvey R. Klingensmith (43), 1993 Senior Vice President and
Director
Austin M. O'Toole (60), 1980 Senior Vice President,
Secretary and Director
Charles R. Carpenter (47), 1990 Vice President
Fred H. Hallman (55), 1980 Vice President and Controller
Wilson Humphrey (60), 1983 Vice President
Gregory W. Hutson (44), 1989 Vice President
Ronald D. Matthews (48), 1994 Vice President and Treasurer
B. P. McCarley (60), 1980 Vice President
John C. McKay (47), 1996 Vice President
Betty J. Nelson (64), 1988 Vice President
Dale V. Shultz (61), 1981 Vice President
The above named persons bear no family relationship to each other. Their
respective terms of office expire coincident with CLV's Annual Meeting of the
sole stockholder and Annual Meeting of the Board of Directors to be held in May
1996. Each of the officers named above have been officers of CLV and/or Coastal
for five years or more with the following exceptions:
Mr. Bullock was elected Senior Vice President, exploration and production,
of Coastal in August 1992. From 1987 to 1990, he was an Executive Vice President
of British Petroleum's BP Exploration Company and a director and a member of the
management committee of BP Exploration USA. From 1990 to 1992, he was an
independent petroleum consultant for several major exploration companies.
Mr. Corrallo was elected Senior Vice President and General Counsel of
Coastal in March 1993. He has served as a Senior Vice President of Coastal
States Management Corporation, a subsidiary of Coastal, since August 1991 and
prior thereto as Vice President since December 1986.
Mr. Erskine was elected Senior Vice President, Production, of Coastal Oil
& Gas Corporation in February 1994. Prior to joining Coastal Oil & Gas, he had
been president and chief executive officer of Nerco Oil & Gas Inc., a subsidiary
of Kennecott, since 1991. From 1975 to 1991, he held a series of engineering and
executive positions with Union Texas Petroleum.
Mr. Klingensmith was elected Senior Vice President of Coastal Oil & Gas
Corporation in October 1993. Prior to joining Coastal Oil & Gas, he was Vice
President - Exploration at Maxus Energy since 1989. From 1977 to 1989, he held a
series of engineering and executive positions with Maxus.
Mr. Matthews was elected Vice President and Treasurer in September 1994.
He has held various positions in financial management with Coastal and its
affiliates since 1981, and was elected Treasurer of Coastal in September 1994.
- 5 -
<PAGE>
Mr. McKay was elected Vice President, Operations Administration, of ANR
Production Company, CIG Exploration, Inc., CoastalDril, Inc., and Coastal Oil &
Gas Corporation in February 1996. He has served as Assistant Controller of CLV
since 1986.
Item 11. Executive Compensation.
The Registrant has no executive officers or directors. It is managed by
CLV which receives an annual administrative fee pursuant to the Partnership
Agreement as discussed in Note 4 of Notes to Financial Statements included
herein.
CLV is an indirect, wholly-owned subsidiary of Coastal. Information
concerning the cash compensation and certain other compensation of the directors
and officers of Coastal is contained in this section.
Summary of Cash and Certain Other Compensation
The following table sets forth information for the fiscal years ended
December 31, 1995, 1994 and 1993 as to cash compensation paid by Coastal and its
subsidiaries, as well as certain other compensation paid or accrued for those
years, to Coastal's Chief Executive Officer ("CEO") and its four other most
highly compensated executive officers (the "Named Executive Officers").
<TABLE>
Summary Compensation Table
<CAPTION>
Long Term Compensation
------------------------------
Annual Compensation<F1> Awards Payouts
---------------------------------- ------------ -------------
Securities All Other
Underlying LTIP Compen-
Name and Options/ Payouts sation
Principal Position Year Salary ($)<F2> Bonus ($)<F3> SARs (#)<F4> ($)<F5> $<F6>
- ------------------ ---- ---------- --------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
O. S. Wyatt, Jr., 1995 849,093 300,000 -0- -0- 67,928
Chairman of the Board 1994 849,093 200,000 -0- 67,928
(and CEO through 1993 962,495 90,000 -0- 71,690
October 4, 1995)
David A. Arledge, 1995 622,867 300,000 50,000 85,875 49,829
President, (CEO 1994 553,873 150,000 -0- 44,310
commencing October 5, 1993 473,211 70,000 38,848 42,042
1995) and Director
James F. Cordes, 1995 592,222 135,000 15,000 42,937 47,378
Executive V.P. 1994 592,223 130,000 -0- 47,378
and Director 1993 624,675 50,000 32,094 48,414
James A. King, 1995 343,823 80,000 10,000 -0- 10,141
Executive V.P. 1994 343,823 75,000 -0- 6,877
1993 324,658 28,000 20,000 3,254
Sam F. Willson, Jr. 1995 334,062 75,000 10,000 25,762 26,725
Executive V.P. 1994 334,062 75,000 -0- 26,725
1993 334,062 28,000 15,000 28,600
<FN>
- ------------------------
- 6 -
<PAGE>
<F1>
Does not include the value of perquisites and other personal benefits because
the aggregate amount of such compensation, if any, does not exceed the lesser of
$50,000 or 10 percent of annual salary and bonus for any named individual.
<F2>
Salary amounts for Messrs. Wyatt, Arledge and Cordes for 1993 include directors'
fees paid during this period. Directors' fees for members of management of
Coastal were eliminated in September 1993. There was no salary change for Mr.
Wyatt during 1994 and 1995; the reduced base pay level for 1994 and 1995 was due
to the September 1993 salary reduction (reported in the 1994 Proxy Statement)
being in effect for all of 1994 and 1995.
<F3>
The 1995 bonuses were based on the following factors: the individual's position;
the individual's responsibility; and the individual's ability to impact
Coastal's financial success. See Committee Report on page 8.
<F4>
The options do not carry any stock appreciation rights.
<F5>
During 1995, Messrs. Arledge, Cordes and Willson received one-time cash payments
in the amounts indicated in connection with awards made in 1987 under Coastal's
Performance Unit Plan. No further awards have been made under this Plan.
<F6>
All Other Compensation for 1995 consists of: (i) Coastal contributions to the
Coastal Thrift Plan (O. S. Wyatt, Jr. $12,000; David A. Arledge $12,000; James
F. Cordes $12,000; James A. King $3,000; and Sam F. Willson, Jr. $12,000); and
(ii) certain payments in lieu of Thrift Plan contributions (O. S. Wyatt, Jr.
$55,928; David A. Arledge $37,829; James F. Cordes $35,378; James A. King
$7,141; and Sam F. Willson, Jr., $14,725). These payments are made to all
employees of Coastal and its subsidiaries who participate in the Thrift Plan who
must discontinue their Thrift Plan participation due to federal statutory
limits.
</FN>
</TABLE>
Coastal is negotiating an employment contract with James L. Van Lanen,
Senior Vice President of Coastal responsible for coal operations, at his current
annual rate of salary which will become effective upon the completion of the
previously announced prospective sale of Coastal's coal subsidiaries, and which
will extend through January 26, 2000. In addition, Coastal anticipates an
agreement with Mr. Van Lanen under which he will receive a bonus based on the
proceeds of the sale of such subsidiaries.
Stock Options
The following table sets forth information with respect to stock options
granted on March 1, 1995 for the fiscal year ended December 31, 1995 to the
Named Executive Officers.
<TABLE>
Option/SAR Grants in Last Fiscal Year (1995)
<CAPTION>
Number of Percent of Total
Securities Options/SARs
Underlying Granted to Exercise Grant Date
Options/SARs Employees in Price Expiration Present
Name Granted<F1> Fiscal Year<F2> ($/Sh) Date Value ($)<F3>
---- ----------------- --------------------- ---------- -------------- --------------
<S> <C> <C> <C> <C> <C>
O. S. Wyatt, Jr. -0- -0- -0- -0- -0-
David A. Arledge 50,000 -0- 28.50 2/28/05 623,153
James F. Cordes 15,000 -0- 28.50 2/28/05 186,946
James A. King 10,000 -0- 28.50 2/28/05 124,631
Sam F. Willson, Jr. 10,000 -0- 28.50 2/28/05 124,631
<FN>
- --------------------
- 7 -
<PAGE>
<F1>
Options expire ten years from the date of issuance and are granted at the fair
market value of the Common Stock of Coastal on the date of grant. Options vest
cumulatively at a rate of 20% of the option shares on each anniversary date of
the date of grant beginning with the second anniversary.
<F2>
The options do not carry any stock appreciation rights.
<F3>
Based on the Black-Scholes option pricing model expressed as a ratio .4373 x
exercise price x number of shares. The actual value, if any, an executive may
realize will depend on the excess of the stock price over the exercise price on
the date the option is exercised, so that there is no assurance the value
realized by an executive will be at or near the value estimated by the
Black-Scholes model. The estimated values under that model are based on
assumptions that include (i) a stock price volatility of .2343, calculated using
monthly stock prices for the three years prior to the grant date, (ii) an
interest rate of 7.4%, (iii) a dividend yield of 1.42% and (iv) an option
exercise term of ten years. No adjustments were made for the non-transferability
of the options or to reflect any risk of forfeiture prior to vesting. The
Securities and Exchange Commission ("S.E.C.") requires disclosure of the
potential realizable value or present value of each grant. Coastal's use of the
Black-Scholes model to indicate the present value of each grant is not an
endorsement of this valuation, which is based on certain assumptions, including
the assumption that the option will be held for the full ten-year term prior to
exercise. Studies conducted by Coastal's independent consultants indicate that
options are usually exercised before the end of the full ten-year term.
</FN>
</TABLE>
Option/SAR Exercises and Holdings
The following table sets forth information with respect to the Named
Executive Officers, concerning the exercise of options during the last fiscal
year and unexercised options and SARs held as of the fiscal year ("FY") ended
December 31, 1995.
<TABLE>
Aggregated Option/SAR Exercises In Last Fiscal Year
And FY-End Option/SAR Values (1995)
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)<F1>
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable
- -------------------- ----------------- --------------------- ----------------- ---------------
<S> <C> <C> <C> <C>
O. S. Wyatt, Jr. -0- -0- -0- / -0- -0- / -0-
David A. Arledge -0- -0- 222,373 / 98,000 2,501,525 / 833,300
James F. Cordes 121,787 1,036,099 16,000 / 49,000 20,000 / 414,850
James A. King -0- -0- 24,000 / 16,000 258,800 / 154,400
Sam F. Willson, Jr. 16,149 64,743 36,000 / 31,000 226,560 / 258,350
<FN>
- ------------------
<F1>
$-based on the market price of $37.19 at December 31, 1995.
</FN>
</TABLE>
COMPENSATION AND EXECUTIVE DEVELOPMENT COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The following report has been provided by The Coastal Corporation's
Compensation and Executive Development Committee (the "Committee") of the Board
of Directors in accordance with current S.E.C. proxy statement disclosure
- 8 -
<PAGE>
requirements. The members of the Committee include John M. Bissell (Chairman),
Roy D. Chapin, Jr., and Jerome S. Katzin.
This material states Coastal's current overall compensation philosophy and
program objectives. Detailed descriptions of Coastal's compensation programs are
provided as well as the information on Coastal's 1995 pay levels for the CEO.
Overall Objectives of the Executive Compensation Program
Coastal's compensation philosophy and program objectives are directed by
two primary guiding principles. First, the program is intended to provide fully
competitive levels of compensation - at expected levels of performance - in
order to attract, motivate and retain talented executives. Second, the program
is intended to create an alignment of interests between Coastal's executives and
stockholders such that a significant portion of each executive's compensation is
directly linked to maximizing stockholder value.
In support of this philosophy, the executive compensation program is
designed to reward performance that is directly relevant to Coastal's short-term
and long-term success. As such, Coastal attempts to provide both short-term and
long-term incentive pay that varies based on corporate and individual
performance.
To accomplish these objectives, the Committee has structured the executive
compensation program with three primary underlying components: base salary,
annual incentives, and long-term incentives (i.e., stock options). The following
sections describe Coastal's plans by element of compensation and discuss how
each component relates to Coastal's overall compensation philosophy.
In reviewing this information, reference is often made to the use of
competitive market data as criteria for establishing targeted compensation
levels. Coastal targets the market 50th percentile for its total compensation
program and actual total compensation rates in 1995 were at or below the
targeted level. (However, Coastal's competitive pay posture varies by pay
element, as described below.) Several market data sources are used by Coastal,
including energy industry norms for the publicly traded peer companies included
in Coastal's shareholder return performance graph, as reflected in these
companies' proxy statements. In addition, we utilize published survey data and
data obtained from independent consultants that are for general industry
companies similar in size (i.e., revenues) to Coastal. The published surveys
include data on over 50 companies of comparable size to Coastal, as measured by
revenues. Greater emphasis is placed on the published data and data obtained
from consultants than on the data for proxy peers, since the published data and
consulting data are reflective of company size.
Base Salary Program
Coastal's base salary program is based on a philosophy of providing base
pay levels that fall between the market 50th and 75th percentiles. Coastal
periodically reviews its executive pay levels to assure consistency with the
external market. Generally, Coastal's actual base salary levels for 1995 for
executives as a group were consistent with the targeted percentiles. We believe
it is crucial to provide strongly competitive salaries over time in order to
attract and retain executives who are highly talented.
Annual salary adjustments for Coastal are based on several factors:
general levels of market salary increases, individual performance, competitive
base salary levels, and Coastal's overall financial results. Coastal reviews
performance qualitatively considering total shareholder returns, the level of
earnings, return on equity, return on total capital and individual business unit
performance. These criteria are assessed qualitatively and are not weighted. All
base salary increases are based on a philosophy of pay-for-performance and
perceptions of an individual's long-term value to Coastal. As a result,
employees with higher levels of performance sustained over time will be paid
correspondingly higher salaries.
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<PAGE>
The Annual Bonus Plan
Coastal's Annual Bonus Plan is intended to (1) reward key employees based
on company/business unit and individual performance; (2) motivate key employees;
and (3) provide competitive cash compensation opportunities to plan
participants. Under the plan, target award opportunities vary by individual
position and are expressed as a percent of base salary. The individual target
award opportunities, which are slightly below market median levels, are then
aggregated into a total target pool which is adjusted as described below. The
amount a particular executive may earn is directly dependent on the individual's
position, responsibility, and ability to impact our financial success.
The actual bonus pool is established each year by modifying the target
pool based on Coastal's overall performance against measures established by the
Committee. In fiscal year 1995, the key performance measure considered was
earnings before interest and taxes ("EBIT") against plan. This measure was
weighted 50% of the total bonus program. In 1995 Coastal's EBIT performance was
above threshold standards (minimum performance level for bonus payment) but
below a very aggressive plan, resulting in the EBIT portion of the bonus paid
being below target. The remaining 50% of the annual bonus opportunity in 1995 is
a discretionary annual bonus pool. As a result, no formula performance measures
were used in establishing the size of awards under this portion of the plan.
However, in establishing the size of the discretionary bonus pool, the Committee
considered Coastal's Return on Equity relative to industry peers (using the same
peers included in the shareholder return graph), Return on Total Capital
compared to industry peers, the EBIT performance of each business unit, progress
made toward improving Coastal's operational and financial performance, and the
need to reward unique individual contributions. These measures were not formally
weighted by the Committee. The size of the discretionary bonus pool element was
established above threshold but below target based on the qualitative
performance assessment described above. As a result, actual bonus payments for
1995 were below target and median market levels.
Individual awards from the established bonus pool are recommended by
senior management, with advice and consent from the Committee. Individual awards
from the pool are based on business unit and individual employee performance,
future potential, and competitive considerations. All individual performance
assessments are conducted in a non-formula fashion without specific goal
weightings. The total bonus awards made may not exceed the amount of funds in
the bonus pool.
Long-Term Incentive Plan
Coastal's Long-Term Incentive Plan ("LTIP") is designed to focus executive
efforts on the long-term goals of Coastal and to maximize total return to our
shareholders. While Coastal's LTIP allows the Committee to use a variety of
long-term incentive devices, the Committee has relied solely on stock option
awards to provide long-term incentive opportunities in recent years.
Stock options align the interests of employees and shareholders by
providing value to the executive through stock price appreciation only. All
stock options have a ten-year term before expiration and are fully exercisable
within 7 years of the grant date.
Stock options were granted to the Named Executive Officers in 1995 and it
is anticipated that stock option awards will be made periodically at the
discretion of the Committee in the future. As in past years, the number of
shares actually granted to a particular participant is also based on Coastal's
financial success, its future business plans, and the individual's position and
level of responsibility within Coastal. All of these factors are assessed
subjectively and are not weighted.
1995 Chief Executive Officer Pay
As previously described, the Committee considers several factors in
developing an executive's compensation package. For the CEO, these include
competitive market practices (consistent with the philosophy described for other
executives), experience, achievement of strategic goals, and the financial
success of Coastal (considering the factors described under the annual bonus
plan above).
- 10 -
<PAGE>
O. S. Wyatt, Jr.
Mr. Wyatt served as CEO through October 4, 1995 when, at his
recommendation, the Board of Directors elected Mr. Arledge to the CEO position.
Mr. Wyatt received no salary increase in 1995. The Committee took no
action regarding Mr. Wyatt's base salary, in spite of significantly improved
Coastal performance during the year. This lack of any adjustment is not a
reflection of performance; rather, it is based on considering strong input from
the Chairman, who wants to see continued improvement in shareholder returns
before receiving any base salary increase.
Mr. Wyatt's bonus for 1995 performance was $300,000 payable in 1996. This
bonus award was below targeted levels (and below market median levels) since
Coastal's aggregate performance on the measures described in the annual bonus
section of this report was below the aggressive Coastal targets.
The Committee granted no stock options to Mr. Wyatt in 1995 (consistent
with past practices), considering his strongly expressed and longstanding
opinion on this issue. Mr. Wyatt and the Committee considered Mr. Wyatt's
current level of stock ownership in reaching this decision.
David A. Arledge
Mr. Arledge was elected CEO on October 5, 1995. During 1995, his base
annual salary was increased to $625,000.
Mr. Arledge's bonus for 1995 was $300,000 payable in 1996. This award was
below targeted levels (and below market median levels) since Coastal's aggregate
performance on the measures described in the annual bonus section of this report
were below the aggressive Coastal targets.
The Committee granted stock options for 50,000 shares to Mr. Arledge in
1995 in recognition of his performance and as an incentive to continue his
efforts to increase shareholder value. These awards are tied to performance in
that the executive only realizes income from stock options if the stock price
rises. The grant is below market levels for the executive positions held by him.
$1 Million Pay Deductibility Cap
Under Section 162(m) of the Internal Revenue Code, public companies are
precluded from receiving a tax deduction on compensation paid to executive
officers in excess of $1 million. To address the $1 million pay deductibility
cap issue, Coastal's 1995 LTIP is structured so that stock option awards (which
are intended to be the primary long-term incentive vehicle for the present time)
qualify for an exemption from the $1 million pay deductibility limit.
Also, at the present time, the Chairman of the Board of Directors and the
CEO are the only executives whose base salary plus target bonus exceeds $1
million. In order to preserve Coastal's tax deduction for base salary plus bonus
for these individuals, Coastal has established a nonqualified deferred
compensation program. Under this program, any annual incentive awards that bring
cash compensation to a level over $1 million may be deferred so that payments
occur after the individual is no longer a Named Executive Officer, thus
preserving the deductibility of the pay for Coastal.
Compensation and Executive Development Committee
John M. Bissell, Chairman
Roy D. Chapin, Jr.
Jerome S. Katzin
- 11 -
<PAGE>
Pension Plan
The following table shows for illustration purposes the estimated annual
benefits payable currently under the Pension Plan and Coastal's Replacement
Pension Plan described below upon retirement at age 65 based on the compensation
and years of credited service indicated.
<TABLE>
<CAPTION>
Years of Credited Service
5-Year Final --------------------------------------------------------------------
Average Pay 15 Years 20 Years 25 Years 30 Years 35 Years
----------- --------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 125,000................... $ 34,133 $ 45,511 $ 56,889 $ 68,266 $ 67,518
150,000................... 41,633 55,511 69,389 83,266 82,518
175,000................... 41,633 55,511 69,389 83,266 82,518
200,000................... 41,633 55,511 69,389 83,266 82,518
225,000................... 41,633 55,511 69,389 83,266 82,518
250,000................... 41,633 55,511 69,389 83,266 82,518
300,000................... 41,633 55,511 69,389 83,266 82,518
400,000................... 41,633 55,511 69,389 83,266 82,518
450,000................... 41,633 55,511 69,389 83,266 82,518
500,000................... 41,633 55,511 69,389 83,266 82,518
<FN>
(A) Compensation covered under the Pension Plan for employees of Coastal and
the Coastal Replacement Pension Plan generally includes only base salary
and is limited to $150,000 for 1995.
(B) Federal legislation has reduced the benefit which may be earned due to
future service; however, benefits previously earned may not be reduced. At
December 31, 1995 each of the individuals named in the Summary
Compensation Table had covered salary for future benefit accrual of
$150,000 and the following years of credited service and pension payable
at age 65 (or current age, if over 65): Mr. Wyatt, 40 years, $461,297; Mr.
Arledge, 15 years, $56,288; Mr. Cordes, 18 years, $76,087; Mr. King, 3
years $12,141 (not vested); and Mr. Willson, 23 years, $99,715.
(C) The normal form of retirement income is a straight life annuity. Benefits
payable under the Pension Plan are subject to offset by 1.5% of applicable
monthly social security benefits multiplied by the number of years of
credited service (up to 33 1/3 years).
</FN>
</TABLE>
The Employee Retirement Income Security Act of 1974, as amended by
subsequent legislation, limits the retirement benefits payable under the
tax-qualified Pension Plan. Where this occurs, Coastal will provide to certain
executives, including persons named in the Summary Compensation Table,
additional nonqualified retirement benefits under a Coastal Replacement Pension
Plan. These benefits, plus payments under the Pension Plan, will not exceed the
maximum amount which Coastal would have been required to provide under the
Pension Plan before application of the legislative limitations, and are
reflected in the above table and footnote (B).
- 12 -
<PAGE>
PERFORMANCE GRAPH - SHAREHOLDER RETURN ON COMMON STOCK
[GRAPH]
<TABLE>
Five-Year Cumulative Values
$100 Invested 12/31/90
Dividends Reinvested
<CAPTION>
DOLLAR VALUE OF $100 INVESTMENT AT DECEMBER 31,
-----------------------------------------------------------------------
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Coastal $ 100 $ 78 $ 77 $ 91 $ 85 $ 121
S&P 500 100 130 140 154 156 215
Index<F1><F2> 100 83 75 89 108 97
<FN>
<F1>
The Index is based on Value Line's Diversified Natural Gas Group - the
Performance Graph reflects total shareholder return weighted to reflect the
market capitalizations of the peer companies. The peer group is comprised of:
Arkla/NorAm, Burlington Res., Cabot, Columbia, Consolidated Nat. Gas, Eastern
Enterprises, Enron, Enserch, Equitable Res., KN Energy, Mitchell Energy,
National Fuel Gas, PanEnergy, Questar, Seagull Energy, Sonat, Southwestern
Energy, Tenneco, Valero and Williams Cos.
<F2>
Coastal is excluded from the Index.
</FN>
</TABLE>
Transaction with Management and Others
In 1987, Coastal Mart, Inc. ("Coastal Mart"), a subsidiary of Coastal,
entered into a ten-year lease/purchase agreement with Pester Marketing Company
("Pester Marketing") for 220 gasoline service stations (subsequently reduced to
182 stations through disposition of assets) located in the midwestern region of
the United States. Jack Pester, a principal stockholder and Chief Executive
Officer of Pester Marketing, subsequently became an employee, officer and
director of Coastal Mart and was elected a Senior Vice President of Coastal. Mr.
Pester is no longer active in the management of Pester Marketing, and his stock
interest in that company has been placed in trust. In 1994, the lease
transaction was terminated pursuant to an agreement under which Coastal Mart
acquired ownership of and title to 175 of the gasoline service stations and
Pester Marketing retained the seven remaining stations.
During 1995 Coastal and/or its subsidiaries sold approximately 13,447,600
gallons of gasoline to Pester Marketing at prevailing market prices totaling
approximately $8,352,300.
- 13 -
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) Security Ownership of Certain Beneficial Owners.
Holders of Units are entitled to vote only as to certain specific matters.
The following table sets forth information, as of March 13, 1996, with respect
to CLV and to each person known or believed by CLV to be the beneficial owner of
five percent or more of the Units, the only class of securities of the
Registrant outstanding.
<TABLE>
<CAPTION>
Amount and Nature of Percent
Name and Address of Beneficial Owner Beneficial Ownership* of Class
- ------------------------------------ -------------------- --------
<S> <C> <C>
Coastal Limited Ventures, Inc. 4,632 33.1
Nine Greenway Plaza
Houston, TX 77046
Massachusetts Mutual Life Insurance Co. 2,000 14.3
1295 State Street
Springfield, MA 01111
Warren H. and Susan K. Heller 1,000 7.1
515 West Buckey Road
Phoenix, AZ 85003
O. S. Wyatt, Jr. 750 5.4
Nine Greenway Plaza
Houston, TX 77046
<FN>
* CLV believes that each holder of Units has sole voting and investment power.
</FN>
</TABLE>
(b) Security Ownership of Management.
CLV is an indirect, wholly-owned subsidiary of Coastal. Information
concerning the security ownership of certain beneficial owners and management of
Coastal is contained in this section.
The total number of shares of stock of Coastal outstanding as of March 13,
1996 is 113,480,598: consisting of 61,056 shares of $1.19 Cumulative Convertible
Preferred Stock, Series A (the "Series A Preferred Stock"); 77,495 shares of
$1.83 Cumulative Convertible Preferred Stock, Series B (the "Series B Preferred
Stock"); 32,663 shares of $5.00 Cumulative Convertible Preferred Stock, Series C
(the "Series C Preferred Stock"); 8,000,000 non-voting shares of $2.125
Cumulative Preferred Stock, Series H; 104,918,785 shares of Common Stock, and
390,599 shares of Class A Common Stock.
Each voting share of Common Stock or Preferred Stock entitles the holder
to one vote with respect to all matters to come before a shareholders' meeting
while each share of Class A Common Stock entitles the holder to 100 votes.
However, 25% of Coastal's directors standing for election at each annual meeting
will be determined solely by holders of the Common Stock and voting Preferred
Stock voting as a class.
- 14 -
<PAGE>
The following table sets forth information, as of March 13, 1996, with
respect to each person known or believed by Coastal to be the beneficial owner,
who has or shares voting and/or investment power (other than as set forth
below), of more than five percent (5%) of any class of its voting securities.
<TABLE>
<CAPTION>
Name and Address Percent (%)
of Beneficial Owner Title of Class Number of Shares of Class <F1>
- ----------------------------- -------------------- ---------------- ------------
<S> <C> <C> <C>
O. S. Wyatt, Jr. Class A Common Stock 154,577 <F2> 38.2
Chairman of the Board
of Coastal
Nine Greenway Plaza
Houston, Texas 77046-0995
Trustee/Custodian under the Common Stock 13,476,985 <F3> 12.8
Thrift Plan, ESOP and Class A Common Stock 71,537 <F3> 17.7
Pension Plan of Coastal
and its subsidiaries
Texas Commerce Bank
National Association
600 Travis, 10th Flr.
Houston, Texas 77002
FMR Corp. Common Stock 7,475,935 7.1
82 Devonshire Street
Boston, Massachusetts 02109
Isabel H. Long Series A Preferred Stock 28,976 47.5
485 S. Parkview Ave.,
Columbus, Ohio 43209-1075
The DeZurik Family Series C Preferred Stock 32,663 <F4> 100.0
c/o David DeZurik
2460 S.E. 8th St.
Pompano Beach, Florida 33062
<FN>
- ----------
<F1>
Class includes presently exercisable stock options held by directors and
executive officers.
<F2>
Includes 7,354 shares of Class A Common Stock owned by the spouse and a son
of Mr. Wyatt, as to which shares beneficial ownership is disclaimed.
<F3>
The Trustee/Custodian is the record owner of these shares; and also is the
record owner of 826 shares of the Series B Preferred Stock, each of which is
convertible into 3.6125 shares of Common Stock and 0.1 share of Class A Common
Stock. Voting instructions are requested from each participant in the Thrift
Plan and ESOP and from the trustees under a Pension Trust. Absent timely voting
instructions, the Trustee is permitted to vote Thrift Plan and ESOP shares on
any matter, but has no authority to vote Pension Plan shares. Nor does the
Trustee/Custodian have any authority to dispose of shares except pursuant to
instructions of the administrator of the Thrift Plan and ESOP or pursuant to
instructions from the trustees under the Pension Trust.
<F4>
Members of the DeZurik family acquired the Series C Preferred Stock in
connection with a 1972 Agreement of Merger involving the acquisition of Colorado
Interstate Gas Company, a subsidiary of the Company.
</FN>
</TABLE>
- 15 -
<PAGE>
The following table sets forth information, as of March 13, 1996,
regarding each of the current directors, including Class I directors standing
for election, and all directors and executive officers as a group. Each director
has furnished the information with respect to age, principal occupation and
ownership of shares of stock of Coastal. Messrs. Bissell, Burrow, Chapin and
Katzin are Class I directors whose terms expire in 1996; Messrs. Arledge,
Brundrett, Wooddy and Wyatt are Class II directors whose terms expire in 1997
and Messrs.
Cordes, Gates, Johnson and McDade are Class III directors whose terms expire in
1998.
<TABLE>
<CAPTION>
Number of Shares
Name, (Age), Year Offices with Coastal Beneficially Percent (%)
First Became Director and/or Principal Occupation Title of Class Owned<F1> of Class*
--------------------- --------------------------- -------------- ---------------- -----------
<S> <C> <C> <C> <C>
O. S. Wyatt, Jr. Chairman of the Board Common Stock 2,866,558 <F2> 2.7
(71), 1955 Class A Common Stock 154,577 <F2> 38.2
Harold Burrow Vice Chairman of the Board; Common Stock 154,281 <F2>
(81), 1973 Chairman of Colorado Interstate Gas Class A Common Stock 13,603 3.4
Company and American Natural
Resources Company
David A. Arledge President and Common Stock 234,634
(51), 1988 Chief Executive Officer Class A Common Stock 14,396 3.6
John M. Bissell Chairman and Chief Executive Common Stock 4,576
(65), 1985 Officer of Bissell Inc. Class A Common Stock -0-
George L. Brundrett, Jr. Attorney; Former Senior Vice President Common Stock 4,910
(74), 1973 and General Counsel of Coastal Class A Common Stock 2,290
Roy D. Chapin, Jr. Former Chairman and Common Stock 3,250 <F2>
(80), 1988 Chief Executive Officer Class A Common Stock -0-
of American Motors Corporation
James F. Cordes Executive Vice President; Common Stock 38,131
(55), 1985 President of American Natural Resources Class A Common Stock -0-
Company; President, Natural Gas Group
Roy L. Gates Retired; Ranching and Investments Common Stock 4,095
(67), 1969 Class A Common Stock 2,736
Kenneth O. Johnson Senior Vice President Common Stock 59,128
(75), 1988 Class A Common Stock 9,604 2.4
Jerome S. Katzin Retired Investment Banker Common Stock 41,803
(77), 1983 Class A Common Stock -0-
Thomas R. McDade Senior Partner, Law Firm of McDade Common Stock 500
(63), 1993 & Fogler L.L.P., Houston Class A Common Stock -0-
L. D. Wooddy, Jr. Retired; Former President of Exxon Common Stock 2,000
(69), 1992 Pipeline Company Class A Common Stock -0-
All directors and executive officers as a group Common Stock 3,985,862 <F3> 3.8
(31 persons, including the above) Class A Common Stock 200,522 <F3> 49.5
(See footnotes on following page)
<FN>
* Less than one percent unless otherwise indicated. Class includes
outstanding shares and presently exercisable stock options held by
directors and executive officers. Excluding presently exercisable
stock options, directors and executive officers as a group would own
186,198 shares of Class A Common Stock, which would constitute 47.7%
of the shares of such class.
- 16 -
<PAGE>
<F1>
Except for the shares referred to in Notes 2 and 3 below, and the shares
represented by presently exercisable stock options, the holders are believed by
Coastal to have sole voting and investment power as to the shares indicated.
Amounts include shares in Coastal ESOP and Thrift Plan, and presently
exercisable stock options held by Messrs. Burrow (14,189 shares of Common
Stock), Arledge (215,049 shares of Common Stock and 14,324 shares of Class A
Common Stock), Cordes (21,000 shares of Common Stock), and Johnson (27,848
shares of Common Stock).
<F2>
Includes shares owned by the spouse and a son of Mr. Wyatt (266,595 shares of
Common Stock and 7,354 shares of Class A Common Stock), by the spouse of Mr.
Burrow (5,000 shares of Common Stock) and by the spouse of Mr. Chapin (1,000
shares of Common Stock), as to which shares beneficial ownership is disclaimed.
<F3>
Includes presently exercisable stock options to purchase 677,979 shares of
Common Stock and 14,324 shares of Class A Common Stock; also includes 279,811
shares of Common Stock and 7,354 shares of Class A Common Stock owned by spouses
and children, as to which shares beneficial ownership is disclaimed. In
addition, one executive officer owns 8 shares of Series B Preferred Stock, each
of which is convertible into 3.6125 shares of Common Stock and 0.1 share of
Class A Common Stock.
</FN>
</TABLE>
No incumbent director is related by blood, marriage or adoption to another
director or to any executive officer of Coastal or its subsidiaries or
affiliates.
Except as hereafter indicated, the above table includes the principal
occupation of each of the directors during the past five years. The listed
executive officers have held various executive positions with Coastal, American
Natural Resources Company, ANR Pipeline Company and/or Colorado Interstate Gas
Company during the five-year period.
Mr. Bissell is a member of the Boards of Directors of Old Kent Financial
Corporation and Batts Inc.
Mr. Cordes is a member of the Board of Directors of Comerica Inc.
Mr. Katzin is a member of the Board of Directors of Qualcomm Incorporated.
Mr. McDade is a trial lawyer and the founding senior partner of the
Houston law firm of McDade & Fogler L.L.P. Prior to forming McDade & Fogler
L.L.P., he was a senior partner in the Houston law firm of Fulbright & Jaworski.
He is a member of the Board of Directors of Equity Corporation International.
Messrs. Arledge, Burrow, Cordes and Wyatt are directors of Colorado
Interstate Gas Company and ANR Pipeline Company. Messrs. Bissell and Chapin are
directors of ANR Pipeline Company. Both of these subsidiaries of Coastal are
subject to the reporting requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
- 17 -
<PAGE>
The following table sets forth information, as of December 31, 1995,
concerning ownership of units of limited partnership interests in the Coastal
1986 Drilling Program, Ltd. and Coastal 1987 Drilling Program, Ltd., by
directors and all directors and executive officers as a group.
<TABLE>
<CAPTION>
1986 1987
($1,000 Unit) ($1,000 Unit)
------------- -------------
Directors Units Percent* Units Percent*
- --------- ----- ------- ----- -------
<S> <C> <C> <C> <C>
O. S. Wyatt, Jr. ........................... 175 1.5 750 5.4
Harold Burrow .............................. 258 2.2 100 -
David A. Arledge ........................... 15 - - -
John M. Bissell ............................ 92 - - -
George L. Brundrett, Jr. ................... - - - -
Roy D. Chapin, Jr. ......................... - - 20 -
James F. Cordes ............................ - - - -
Roy L. Gates ............................... - - - -
Kenneth O. Johnson ......................... - - - -
Jerome S. Katzin ........................... - - - -
Thomas R. McDade............................ - - - -
L. D. Wooddy, Jr............................ - - - -
All directors and executive
officers as a group (31 persons,
including the above) ..................... 605 5.0 890 6.4
<FN>
- -----------------------
* Less than 1% unless otherwise indicated.
</FN>
</TABLE>
(c) Changes in Control.
Coastal knows of no arrangement which may, at a subsequent date, result in
a change in control of Coastal or CLV.
Item 13. Certain Relationships and Related Transactions.
The General Partner and the Other Joint Venturers are Coastal
subsidiaries, as discussed in Item 1 herein, and the directors of CLV are
officers and/or directors of one or more Coastal subsidiaries, or of Coastal, as
indicated in Item 10 herein. CLV receives payments from the Partnership of
administrative fees and the Partnership has account balances with the Other
Joint Venturers, as described in Note 4 of Notes to Financial Statements
included herein. Certain production, in which the Partnership has an interest,
is being sold to Coastal subsidiaries, as discussed in Item 1 herein. During
1995, sales of natural gas amounting to $171,000 and sales of crude oil,
condensate and natural gas liquids amounting to $56,000 were made to Coastal
subsidiaries at market value.
Additional information called for by this item is set forth under Item 11,
"Executive Compensation," and Note 4 of Notes to Financial Statements included
herein.
(b) Certain business relationships.
None.
(c) Indebetedness of management.
None.
(d) Transactions with promoters.
Not applicable.
- 18 -
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) The following documents are filed as part of this report or incorporated
herein by reference.
1. Financial statements of Registrant and supplemental information
included in response to Item 8 herein.
Page
Independent Auditors' Report................................... F-3
Balance Sheet - December 31, 1995 and 1994 .................... F-4
Statement of Partners' Capital for the years ended December
31, 1995, 1994 and 1993 ...................................... F-4
Statement of Operations for the years ended December 31, 1995,
1994 and 1993 ................................................ F-5
Statement of Cash Flows for the years ended December 31, 1995,
1994 and 1993 ................................................ F-5
Notes to Financial Statements ................................ F-6
Supplemental Information on Exploration, Development and
Production Activities (unaudited) ........................... F-10
2. Financial statement schedules.
Schedules are omitted as not applicable or not required, or the
required information is shown in the Financial Statements or Notes
thereto.
3. Exhibits.
3.1+ Agreement of Limited Partnership.
3.2+ Certificate of Limited Partnership.
10.1+ Joint Venture Agreement among Coastal 1987 Drilling Program,
Ltd., Coastal Oil & Gas Corporation, ANR Production Company
and CIG Exploration, Inc.
24* Powers of Attorney (included on signature page herein).
27* Financial Data Schedule
- --------------------------
+Incorporated by reference from Registration Statement No. 33-13096.
*Indicates filed herewith.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the last quarter of 1995.
- 19 -
<PAGE>
POWERS OF ATTORNEY
Each person whose signature appears below hereby appoints David A.
Arledge, Coby C. Hesse and Austin M. O'Toole and each of them, any one of whom
may act without the joinder of the others, as his attorney-in-fact to sign on
his behalf and in the capacity stated below and to file all amendments to this
Annual Report on Form 10-K, which amendment or amendments may make such changes
and additions thereto as such attorney-in-fact may deem necessary or
appropriate.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
COASTAL 1987 DRILLING PROGRAM, LTD.
(Registrant)
By Its General Partner,
Coastal Limited Ventures, Inc.
By: JERRY D. BULLOCK
---------------------------------
Jerry D. Bullock
President
March 28, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
By: DAVID A. ARLEDGE
---------------------------------
David A. Arledge
Principal Financial Officer and Director
March 28, 1996
By: JERRY D. BULLOCK
---------------------------------
Jerry D. Bullock
Director
March 28, 1996
By: CARL A. CORRALLO
---------------------------------
Carl A. Corrallo
Director
March 28, 1996
By: HARVEY R. KLINGENSMITH
---------------------------------
Harvey R. Klingensmith
Director
March 28, 1996
By: AUSTIN M. O'TOOLE
---------------------------------
Austin M. O'Toole
Director
March 28, 1996
- 20 -
<PAGE>
MANAGEMENT'S REVIEW
Management's Discussion and Analysis of Financial Condition and Results of
Operations
LIQUIDITY AND CAPITAL RESOURCES
The Partnership has completed all development and exploratory drilling
operations. No outstanding borrowings existed as of December 31, 1995, and none
are anticipated in the future.
On January 1, 1997, Partnership Payout, as defined in Note 3 to the
accompanying financial statements, will not have been achieved.
RESULTS OF OPERATIONS
Annual changes shown in this discussion are in comparison with the year
immediately preceding.
Production
Natural gas production decreased 11 million cubic feet (8%) in 1995 and 19
million cubic feet (12%) in 1994. The decrease in 1995 was primarily
attributable to decreased production from the La Perla Ranch Field in South
Texas due to market conditions in the area. The 1994 decrease was primarily due
to normal production declines in various fields.
Production of crude oil, condensate and natural gas liquids decreased
6,564 barrels (18%) in 1995 and 1,772 barrels (5%) in 1994. The 1995 and 1994
decreases were primarily due to normal production declines in various fields.
Revenues
Revenues from the sale of production decreased $132,000 (17%) in 1995 and
$148,000 (16%) in 1994.
Natural gas revenues decreased $58,000 (22%) in 1995 and $85,000 (25%) in
1994. The decreases in 1995 and 1994 were the result of decreased production
volumes and lower net weighted average prices.
Crude oil, condensate and natural gas liquids revenues decreased $74,000
(14%) in 1995 and $63,000 (11%) in 1994. The 1995 decrease was the result of
decreased production volumes, partially offset by a higher net weighted average
price. The decrease in 1994 was the result of a lower net weighted average price
and decreased production volumes.
Interest and other income increased $5,000 (45%) in 1995 and decreased
$10,000 (48%) in 1994. The changes are due to miscellaneous income from
operations and to varying levels of cash available for investment purposes.
Operating Expenses
Lease operating expenses decreased $37,000 (8%) in 1995 and increased
$22,000 (5%) in 1994. The reduction in 1995 was primarily attributable to
decreased production taxes. The 1994 increase was primarily due to increased
maintenance expenses.
Administrative Fee
Administrative fees decreased $3,000 (4%) in 1994 as a result of a
restructuring of the fee by the General Partner.
F-1
<PAGE>
Depreciation and Amortization
Depreciation and amortization increased $48,000 (25%) in 1995 and
decreased $39,000 (17%) in 1994. The increase in 1995 was primarily a result of
a non-cash charge of $86,000 being recorded so that the net investment in gas
and oil properties would not exceed the estimated future net revenues from
proved reserves, computed at prices at the end of the reported period, and
discounted at 10% as required under the full-cost method of accounting for gas
and oil properties, partially offset by a decreased rate and decreased
production volumes. The 1994 decrease was primarily due to decreased production
volumes.
Cash Distributions
Cash distributions to Limited Partners since commencement of operations
were (December distribution is made in the subsequent February):
<TABLE>
<CAPTION>
Amount Per Unit
------------------------------------------------
Period Ended 1995 1994 1993 1992
------------ -------- -------- -------- ---------
<S> <C> <C> <C> <C>
March 31............................................... $ 1.55 $ 3.45 $ 5.00 $ 1.55
June 30................................................ 2.60 4.50 7.75 1.50
September 30........................................... 3.70 5.70 4.80 1.50
December 31............................................ 3.35 2.45 5.40 5.00
-------- -------- -------- ---------
Total............................................... $ 11.20 $ 16.10 $ 22.95 $ 9.55
======== ======= ======== =========
Cumulative............................................. $ 225.50 $ 214.30 $ 198.20 $ 175.25
======== ======== ======== =========
</TABLE>
<TABLE>
<CAPTION>
Amount Per Unit
-------------------------------------------------------------
Period Ended 1991 1990 1989 1988 1987
------------ -------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
March 31................................... $ 1.00 $ 2.30 $ 4.40 $ - $ -
June 30.................................... - 28.85 2.80 4.30 -
September 30............................... - 3.40 2.15 7.00 11.65
December 31................................ 67.15 6.45 2.15 2.50 19.60
-------- -------- -------- -------- ---------
Total................................... $ 68.15 $ 41.00 $ 11.50 $ 13.80 $ 31.25
======== ======== ======== ======== =========
Cumulative................................. $ 165.70 $ 97.55 $ 56.55 $ 45.05
======== ======== ======== ========
</TABLE>
The 1991 fourth quarter distribution includes proceeds attributable to the
sale of Program wells in the Roaring Fork Field in Virginia.
F-2
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners of
Coastal 1987 Drilling Program, Ltd.
Houston, Texas
We have audited the accompanying balance sheets of Coastal 1987 Drilling
Program, Ltd. (a Texas limited partnership) as of December 31, 1995 and 1994 and
the related statements of partners' capital, operations and cash flows for each
of the three years in the period ended December 31, 1995. 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, such financial statements present fairly, in all material
respects, the financial position of Coastal 1987 Drilling Program, Ltd. as of
December 31, 1995 and 1994, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1995, in conformity
with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Houston, Texas
March 4, 1996
F-3
<PAGE>
<TABLE>
COASTAL 1987 DRILLING PROGRAM, LTD.
(A TEXAS LIMITED PARTNERSHIP)
BALANCE SHEET
(Thousands of Dollars)
<CAPTION>
December 31,
----------------------
1995 1994
-------- ---------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents..................................................... $ 48 $ 40
Accounts receivable - affiliates.............................................. 122 95
-------- ---------
TOTAL CURRENT ASSETS..................................................... 170 135
-------- ---------
GAS AND OIL PROPERTIES - at full-cost............................................. 17,751 17,809
Less accumulated depreciation and amortization................................ 16,828 16,591
-------- ---------
923 1,218
-------- ---------
$ 1,093 $ 1,353
======== =========
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable - affiliates................................................. $ 98 $ 101
LONG TERM LIABILITIES:
Accounts payable - affiliate.................................................. 86 98
PARTNERS' CAPITAL................................................................. 909 1,154
-------- ---------
$ 1,093 $ 1,353
======== =========
</TABLE>
<TABLE>
STATEMENT OF PARTNERS' CAPITAL
(Thousands of Dollars)
<CAPTION>
Year Ended December 31,
-----------------------------------
1995 1994 1993
-------- -------- ---------
<S> <C> <C> <C>
GENERAL PARTNER:
Balance, beginning of year........................................... $ 11 $ 14 $ 15
Net earnings (loss).................................................. (1) - 2
Distributions........................................................ (1) (3) (3)
-------- -------- ---------
Balance, end of year............................................. 9 11 14
-------- -------- ---------
LIMITED PARTNERS:
Balance, beginning of year........................................... 1,143 1,374 1,517
Net earnings (loss).................................................. (94) 43 179
Distributions........................................................ (149) (274) (322)
-------- -------- ---------
Balance, end of year............................................. 900 1,143 1,374
-------- -------- ---------
$ 909 $ 1,154 $ 1,388
======== ======== =========
</TABLE>
See Notes to Financial Statements
F-4
<PAGE>
<TABLE>
COASTAL 1987 DRILLING PROGRAM, LTD.
(A TEXAS LIMITED PARTNERSHIP)
STATEMENT OF OPERATIONS
(Thousands of Dollars Except per Limited Partnership Unit)
<CAPTION>
Year Ended December 31,
-----------------------------------
1995 1994 1993
-------- -------- ---------
<S> <C> <C> <C>
REVENUES:
Sale of gas and oil:
Affiliates....................................................... $ 227 $ 266 $ 351
Non-affiliates................................................... 426 519 582
-------- -------- ---------
653 785 933
Interest and other................................................... 16 11 21
-------- -------- ---------
669 796 954
-------- -------- ---------
COSTS AND EXPENSES:
Lease operating...................................................... 451 488 466
Administrative fee - affiliate....................................... 76 76 79
Depreciation and amortization........................................ 237 189 228
-------- -------- ---------
764 753 773
-------- -------- ---------
NET EARNINGS (LOSS)....................................................... $ (95) $ 43 $ 181
======== ======== =========
NET EARNINGS (LOSS) PER LIMITED PARTNERSHIP UNIT.......................... $ (6.72) $ 3.04 $ 12.80
======== ======== =========
</TABLE>
<TABLE>
STATEMENT OF CASH FLOWS
(Thousands of Dollars)
<CAPTION>
Year Ended December 31,
-----------------------------------
1995 1994 1993
-------- -------- ---------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss).................................................. $ (95) $ 43 $ 181
-------- -------- ---------
Adjustments to reconcile net earnings (loss) to
net cash provided by operating activities:
Depreciation and amortization.................................... 237 189 228
(Increase) decrease in accounts receivable - affiliates.......... (27) (23) 51
Decrease in accounts payable - affiliates........................ (15) (39) (115)
-------- -------- ---------
Total adjustments................................................ 195 127 164
-------- -------- ---------
Net cash provided by operating activities........................ 100 170 345
-------- -------- ---------
Cash flows from investing activities:
Capital expenditures................................................. (16) - (6)
Proceeds from the sale of property and equipment..................... 74 38 2
-------- -------- ---------
Net cash provided (used) by investing activities................. 58 38 (4)
-------- -------- ---------
Cash flows from financing activities:
Distributions paid................................................... (150) (277) (325)
-------- -------- ---------
Net increase (decrease) in cash and cash equivalents............. 8 (69) 16
Cash and cash equivalents at beginning of the year............... 40 109 93
-------- -------- ---------
Cash and cash equivalents at end of the year..................... $ 48 $ 40 $ 109
======== ======== =========
</TABLE>
See Notes to Financial Statements
F-5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
Organization and Basis of Presentation
Coastal 1987 Drilling Program, Ltd. (the "Partnership") commenced
operations on July 3, 1987, as a Texas Limited Partnership to participate in
drilling development and exploratory wells located in the United States on
leasehold acreage held by subsidiaries of The Coastal Corporation ("Coastal").
The Partnership was funded primarily through the sale of 14,000 Limited
Partnership Units providing $14,000,000. Under the terms of the Partnership
Agreement, the General Partner, Coastal Limited Ventures, Inc., a wholly-owned
subsidiary of Coastal, incurred all costs of organizing the Partnership and
contributed 1% of the total capital, or $141,000, as general partner capital.
The drilling operations were conducted through a joint venture in the form
of a Texas general partnership (the "Joint Venture") between the Partnership and
three wholly-owned subsidiaries of Coastal ("Other Joint Venturers"). For
financial reporting purposes, the Partnership's investment in such venture has
been accounted for by consolidating its share of the operating results of the
venture.
All costs and revenues of the Partnership are allocated 1% to the General
Partner and 99% to the Limited Partners. Net earnings (loss) per Limited
Partnership Unit is calculated by dividing the net earnings (loss) attributable
to Limited Partners by the 14,000 units outstanding.
Under the terms of the Partnership Agreement and the Joint Venture
Agreement, both the Partnership and the Joint Venture will terminate on January
1, 1997. Upon dissolution, each gas and oil property will be sold or transferred
to the Other Joint Venturer which assigned the property to the Joint Venture at
a value determined by independent appraisal, which may not equal the current
value of reserves (see "Partnership Interest in Proved Reserves" on page F-12).
After all Joint Venture assets have been liquidated and all Joint Venture
obligations have been paid, the remaining cash in the Joint Venture will be
distributed among the Joint Venturers. As among the Partners in the Partnership,
the liquidating distribution will be distributed 99% to the Limited Partners and
1% to the General Partner.
Statement of Cash Flows
Cash equivalents include time deposits, certificates of deposit and all
highly liquid instruments with original maturities of three months or less.
Gas and Oil Properties
The Partnership follows the full-cost method of accounting for gas and oil
properties. Under this method, all costs incurred in the exploration and
development of gas and oil properties, including unproductive wells, are
capitalized. Depreciation and amortization of gas and oil properties is provided
on the unit-of-production basis whereby the unit rate is determined by dividing
the total unrecovered carrying value of all gas and oil properties plus future
development costs by the estimated proved reserves included therein, as
estimated by an independent engineer, adjusted so that the net investment in gas
and oil properties does not exceed the estimated future net revenues from proved
reserves, computed at prices at the end of the reported period, discounted at
10%. The depreciation and amortization rates amounted to $0.44, $0.53 and $0.59
per equivalent unit of a thousand cubic feet of natural gas production during
1995, 1994 and 1993, respectively.
No property acquisition costs are recorded by the Partnership since all
drilling blocks were contributed to the Joint Venture by the Other Joint
Venturers. Development costs (recovery of costs) recorded by the Partnership
during 1995, 1994 and 1993 were ($58,000), ($38,000) and $4,000, respectively.
The development costs were attributable to capitalized well maintenance
activities and abandonments, net of salvage.
F-6
<PAGE>
Taxes
No provision for income tax expense is reflected in the financial
statements since the income and deductions of the Partnership are reported on
the separate tax returns of the individual partners. State severance taxes are
classified as lease operating expenses.
Note 2. Participation in Costs and Revenues
Under the terms of the Partnership and Joint Venture Agreements, revenues,
costs and expenses are allocated on the following basis:
<TABLE>
<CAPTION>
Other Joint
Partnership Venturers
----------- -----------
<S> <C> <C>
Assignments of Development and Exploratory
Well Drilling Blocks and Overriding Royalty Interests 0% 100%
Cost of Drilling, Completing and Equipping Wells 100% 0%
Repayment of Joint Venture Note and Interest 100% 0%
Operating Costs:
Before Partnership Payout 90% 10%
After Partnership Payout 40% 60%
Revenues from Drilling Blocks:
Before Partnership Payout 90% 10%
After Partnership Payout 40% 60%
Revenues from Overriding Royalty Interests 100% 0%
</TABLE>
All costs and revenues of the Partnership are allocated 1% to the General
Partner and 99% to the Limited Partners.
To the extent the expenditures for drilling, completing and equipping
wells exceed the original contribution of the Partnership, the Joint Venture
Note, and Permitted Excess Drilling Costs, they are allocated 40% to the
Partnership and 60% to the Other Joint Venturers, and are paid out of Joint
Venture revenues.
F-7
<PAGE>
Note 3. Partnership Payout
Partnership Payout is defined in the Partnership Agreement as the close of
business on the last day of the calendar month during which revenues from the
sale of production less operating costs of the Joint Venture allocated to the
Partnership and less amounts applied to pay in full the principal of, and
interest on, the Joint Venture Note plus gains on the sale or other disposition
of Joint Venture assets credited to the capital account of the Partnership plus
interest earned after July 3, 1987 (effective date of operations), by the
Partnership plus any contributions distributed pro rata to the Partners as a
return of capital, first equal the sum of $14,141,000 plus Permitted Excess
Drilling Costs, if any.
Partnership Payout status is: (Thousands of Dollars):
<TABLE>
<S> <C> <C>
Balance at December 31, 1992................ $ 10,794
Less 1993:
Production Revenues...................... $ 933
Interest and Other Income................ 21
Lease Operating Costs.................... (466)
Capitalized Operating Costs.............. (4) 484
----------- ------------
Balance at December 31, 1993................ 10,310
Less 1994:
Production Revenues...................... 785
Interest Income.......................... 11
Lease Operating Costs.................... (488)
Capitalized Operating Costs.............. 38 346
----------- ------------
Balance at December 31, 1994................ 9,964
Less 1995:
Production Revenues...................... 653
Interest Income.......................... 16
Lease Operating Costs.................... (451)
Capitalized Operating Costs.............. 58 276
----------- ------------
Balance at December 31, 1995................ $ 9,688
</TABLE>
Note 4. Transactions with Related Parties
Accounts with Affiliated Companies
The accounts receivable - affiliates and accounts payable - affiliates
balances are with the General Partner and Other Joint Venturers, and result from
provisions of the Partnership Agreement, Joint Venture Agreement and
transactions in the ordinary course of business as more fully explained in the
following paragraphs.
Fee to General Partner
Under terms of the Partnership Agreement, the General Partner is entitled
to an annual fee (paid in quarterly installments) of $400,000 in 1987, $300,000
in 1988 and $200,000 in each year from 1989 through 1996 in lieu of general and
administrative overhead costs. The cumulative amount of such fee paid at any
point in time may not exceed 15% of the Partnership's cumulative revenues
received up to and including that point in time, with any remaining balance due
carried forward and paid in subsequent quarters. However, the General Partner
reduced the management fee to $76,000, $76,000 and $79,000 in 1995, 1994 and
1993, respectively, as a result of restructuring of the fee by the General
Partner. Fees paid to the General Partner totaled $91,000, $114,000 and $141,000
in 1995, 1994 and 1993, respectively. As of December 31, 1995, there was a
remaining balance of $110,000 payable to the General Partner of which $86,000
was classified as long term due to the 15% limitation.
F-8
<PAGE>
Balances with Other Joint Venturers
Such balances arise in the normal course of business from advance payments
or billings for development and exploratory drilling activities, the sale of gas
and oil production, and the operating costs of producing wells. In 1995, 1994
and 1993, three unrelated companies accounted for more than 10% of gas and oil
sales from the Joint Venture. The Partnership's share of these sales was
$279,000, $355,000 and $367,000 in 1995, 1994 and 1993, respectively. All costs
and revenues are allocated to the respective parties as indicated in Note 2.
Sales to Affiliated Companies
During 1995, 1994 and 1993, sales of natural gas amounting to $171,000,
$215,000 and $283,000, respectively, and sales of crude oil, condensate and
natural gas liquids amounting to $56,000, $51,000 and $68,000, respectively,
were made to Coastal subsidiaries at market value.
Note 5. Repurchase of Partnership Units
In accordance with the terms of the Partnership Agreement, the General
Partner will repurchase units tendered by Limited Partners commencing in 1989
and in each succeeding year through 1996. The purchase price of units will be
determined annually as of the preceding calendar year-end in accordance with the
Partnership Agreement. The General Partner's annual obligation to repurchase
units is limited to 20% of the units not initially purchased by the General
Partner. The General Partner may waive this limitation. During the 1995
repurchase period, 219 of 9,587 eligible units were tendered by Limited Partners
and were purchased by the General Partner. In 1994, 286 units were tendered and
purchased. As of December 31, 1995, the General Partner held 4,632 of the 14,000
units outstanding.
F-9
<PAGE>
SUPPLEMENTAL INFORMATION ON
EXPLORATION, DEVELOPMENT AND PRODUCTION ACTIVITIES
(Unaudited)
Introduction
This section presents information on Partnership and Joint Venture costs,
revenues, reserves and estimates of future gas and oil operations. The estimates
of gas and oil reserves and future net cash flows from gas and oil production
were prepared by independent engineers, Huddleston & Co., Inc., Houston, Texas.
Total Costs
Total costs shown in the following tables were allocated as indicated in
Note 2 to the accompanying financial statements. (Thousands of Dollars)
<TABLE>
<CAPTION>
Allocation of Joint Venture Costs
--------------------------------------------------
Other Total
July 3, 1987 Joint Joint
(Effective Date of Operations) to December 31, 1995 Partnership Venturers Venture
--------------------------------------------------- -------------- ------------- ---------------
<S> <C> <C> <C>
Capital Costs <F1>
Development......................................... $ 15,079 $ (37) $ 15,042
Exploratory......................................... 2,672 5 2,677
Operating Costs <F2>.................................... 5,383 593 5,976
----------- ----------- -----------
Total Joint Venture Costs........................... $ 23,134 $ 561 $ 23,695
=========== =========== ===========
Year Ended December 31, 1995
Capital Costs <F1>
Development......................................... $ (58) $ (6) $ (64)
Exploratory......................................... - - -
Operating Costs <F2>.................................... 451 50 501
----------- ----------- -----------
Total Joint Venture Costs........................... $ 393 $ 44 $ 437
=========== =========== ===========
<FN>
<F1>
Includes capitalized operating costs.
<F2>
Excludes depreciation and amortization expense and capitalized operating costs.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Allocation of Partnership Costs
---------------------------------------------------
July 3, 1987 Limited General Total
(Effective Date of Operations) to December 31, 1995 Partners Partner Partnership
--------------------------------------------------- -------------- ------------- ----------------
<S> <C> <C> <C>
Capital Costs <F1>
Development......................................... $ 14,929 $ 150 $ 15,079
Exploratory......................................... 2,645 27 2,672
Operating Costs <F2>.................................... 5,330 53 5,383
General Partner's Compensation.......................... 1,236 13 1,249
Loan Interest Costs..................................... 784 8 792
----------- ----------- -----------
Total Partnership Costs............................. $ 24,924 $ 251 $ 25,175
=========== =========== ===========
Year Ended December 31, 1995
Capital Costs <F1>
Development......................................... $ (57) $ (1) $ (58)
Exploratory......................................... - - -
Operating Costs <F2>.................................... 447 4 451
General Partner's Compensation.......................... 75 1 76
----------- ----------- -----------
Total Partnership Costs............................. $ 465 $ 4 $ 469
=========== =========== ===========
<FN>
<F1>
Includes capitalized operating costs.
<F2>
Excludes depreciation and amortization expense and capitalized operating costs.
</FN>
</TABLE>
F-10
<PAGE>
Total Revenues
Total revenues for the cumulative period from July 3, 1987 (effective date
of operations), to December 31, 1995, and for the year ended December 31, 1995,
are shown in the following tables. Revenues were allocated as indicated in Note
2 to the accompanying financial statements. (Thousands of Dollars)
<TABLE>
<CAPTION>
Production Revenues
------------------------------
Cumulative 1995
------------- -----------
<S> <C> <C>
Limited Partners....................................................... $ 13,200 $ 646
General Partner........................................................ 134 7
------------- -----------
Total Partnership.................................................. 13,334 653
Other Joint Venturers.................................................. 1,479 72
------------- -----------
Total Joint Venture................................................ $ 14,813 $ 725
============= ===========
</TABLE>
<TABLE>
<CAPTION>
Interest and Other Income
------------------------------
Cumulative 1995
------------- -----------
<S> <C> <C>
Limited Partners....................................................... $ 443 $ 16
General Partner........................................................ 4 -
------------- -----------
Total Partnership.................................................. $ 447 $ 16
============= ===========
Other Joint Venturers.................................................. $ - $ -
============= ===========
Total Joint Venture................................................ $ 70 $ 5
============= ===========
</TABLE>
F-11
<PAGE>
Partnership Interest in Proved Reserves
Presented below are the quantities associated with the Partnership's
interest in estimated proved reserves as of December 31, 1992, 1993, 1994 and
1995. Also included are the changes in net quantities for the years ended
December 31, 1993, 1994 and 1995. Natural gas is stated in millions of cubic
feet. Oil includes condensate and natural gas liquids and is stated in barrels.
<TABLE>
<CAPTION>
Total Proved Reserves Gas Oil
--------------------- ----------- ------------
<S> <C> <C>
Total, end of 1992........................................................ 1,914 307,806
Revisions of previous estimates........................................... (126) (87,993)
Production during 1993.................................................... (163) (37,420)
----------- ------------
Total, end of 1993........................................................ 1,625 182,393
Revisions of previous estimates........................................... 122 24,119
Production during 1994.................................................... (144) (35,648)
----------- ------------
Total, end of 1994........................................................ 1,603 170,864
Revisions of previous estimates........................................... 208 34,252
Production during 1995.................................................... (133) (29,084)
----------- ------------
Total, end of 1995........................................................ 1,678 176,032
=========== ============
</TABLE>
<TABLE>
<CAPTION>
Proved Developed Reserves Gas Oil
------------------------- ----------- ------------
<S> <C> <C>
December 31, 1992......................................................... 1,900 299,229
December 31, 1993......................................................... 1,625 182,393
December 31, 1994......................................................... 1,603 170,864
December 31, 1995......................................................... 1,678 176,032
</TABLE>
F-12
<PAGE>
Presented below is an estimate of the Partnership's interest at December
31, 1995, 1994 and 1993, in future net cash flows from the Joint Venture proved
reserves, a standardized measure of discounted future net cash flows, and the
commensurate standardized measure per Limited Partnership Unit. (Thousands of
Dollars except per Limited Partnership Unit)
<TABLE>
<CAPTION>
1995 1994 1993
--------- --------- --------
<S> <C> <C> <C>
Future Cash Inflows................................................ $ 6,719 $ 5,806 $ 6,889
Future Production and Development Cost............................. (3,618) (2,921) (2,825)
--------- --------- ---------
Future Net Cash Flows.............................................. 3,101 2,885 4,064
10% Annual Discount for Estimated Timing
of Cash Flows................................................... (1,403) (1,345) (1,813)
--------- --------- ---------
Standardized Measure of Discounted Future
Net Cash Flows.................................................. $ 1,698 $ 1,540 $ 2,251
========= ========= =========
Standardized Measure of Discounted Future Net Cash Flows
Per Limited Partnership Unit.................................... $ 120.07 $ 108.90 $ 159.18
========= ========= =========
</TABLE>
The standardized measure of discounted future net cash flows per Limited
Partnership Unit is calculated in accordance with Securities and Exchange
Commission regulations and should not be construed as the redemption price of
units which may be tendered for repurchase as described in Note 5 of Notes to
Financial Statements included herein. The redemption price will give
consideration to all assets and liabilities, and will differ from the above
determination with respect to the percentage of annual discount, gas and oil
prices, future operating expenses, risk factors, and other economic criteria
taken into account by the independent engineers.
The Partnership's interest in the net quantities of gas and oil reserves
and the Partnership's interest in the standardized measure of discounted future
net cash flows for 1995, 1994 and 1993, were calculated by the independent
engineers using a discount factor of 10%. In addition, the calculations did not
include provisions for income taxes and were based on year-end prices, as
adjusted for existing contractual agreements, and costs with no provision for
escalations or reductions thereof. The downward revision attributed to oil in
1993 is due to a decrease in commercially recoverable quantities. The upward
revision attributed to oil in 1994 was primarily due to the production from
various program wells exceeding previously recognized quantity estimates. In
1995, the upward revisions were primarily attributable to the production from
various program wells exceeding previously recognized quantity estimates.
In the opinion of the General Partner, the above estimates do not
necessarily represent the current value of the reserves or of future net cash
flows which may reasonably be expected to be realized from future production.
The General Partner cautions against placing undue reliance on the above
estimated reserve data. The results of gas and oil producing activities occur
over many years, and are subject to regulations of various governmental agencies
which, if changed, could have a substantial impact on results of future
operations.
F-13
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document
- ------ -----------
3.1+ Agreement of Limited Partnership.
3.2+ Certificate of Limited Partnership.
10.1+ Joint Venture Agreement among Coastal 1987 Drilling Program, Ltd.,
Coastal Oil & Gas Corporation, ANR Production Company and CIG
Exploration, Inc.
24* Powers of Attorney (included on signature page herein).
27* Financial Data Schedule.
- ---------------------------
+Incorporated by reference from Registration Statement No. 33-13096.
*Indicates filed herewith.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE COASTAL 1987 DRILLING PROGRAM, LTD.
FORM 10-K ANNUAL REPORT FOR THE PERIOD ENDED DECEMBER
31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 48
<SECURITIES> 0
<RECEIVABLES> 122
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 170
<PP&E> 17,751
<DEPRECIATION> 16,828
<TOTAL-ASSETS> 1,093
<CURRENT-LIABILITIES> 98
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 995
<TOTAL-LIABILITY-AND-EQUITY> 1,093
<SALES> 653
<TOTAL-REVENUES> 669
<CGS> 0
<TOTAL-COSTS> 764
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (95)
<INCOME-TAX> 0
<INCOME-CONTINUING> (95)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (95)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
