- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
AMENDMENT II
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from...............to...............
Commission file number 0-17562
ENEX OIL AND GAS INCOME PROGRAM III, Series 8, L.P.
(Name of small business issuer in its charter)
New Jersey 76-0214442
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 Rockmead Drive
Three Kingwood Place
Kingwood, Texas 77339
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including: (713) 358-8401
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Limited Partnership Interest
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes x No
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of the registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB.[x]
State issuer's revenues for its most recent fiscal year. $274,259
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock as of a specified date within
the past 60 days (See definition of affiliate in Rule 12b-2 of the Exchange
Act):
Not Applicable
Documents Incorporated By Reference:
None
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
I-1
<PAGE>
Valero Industrial Gas L.P., Sunniland Pipeline Company and American
Exploration Corp. accounted for 23%, 21% and 10%, respectively, of the Company's
total sales in 1995. Valero Industrial Gas L.P., Michael Petroleum Corp. and
Sunniland Pipeline Company accounted for 22%, 19% and 18%, respectively, of the
Company's total sales in 1994. No other purchaser individually accounted for
more than 10% of such sales. Although the Company marketed a significant portion
of its sales to the above noted companies, such a concentration does not pose a
significant risk due to the commodity nature of the Company's products.
The operators of the Company's properties are noted in Item 2 below.
Although a significant portion of the Company's properties were operated by a
limited number of operators, this concentration does not pose a significant risk
since the Company's rights are secured by joint operating agreements.
Environmental and Conservation Regulation
State regulatory authorities in the states in which the Company owns
producing properties are empowered to make and enforce regulations to prevent
waste of oil and gas and to protect correlative rights and opportunities to
produce oil and gas for owners of a common reservoir. Each of such regulatory
authorities also regulates the amount of oil and gas produced by assigning
allowable rates of production, which may be increased or decreased in accordance
with supply and demand. Requirements regarding the prevention and clean-up of
pollution and similar environmental matters are also generally applicable. The
costs, if any, the Company may incur in this regard cannot be predicted.
The existence of such regulations has had no material adverse effects on
the Company's operations to date, and the cost of compliance has not yet been
material. There are no material administrative or judicial proceedings arising
under such laws or regulations pending against the Company. The Company is
unable to assess or predict the impact that compliance with environmental and
pollution control laws and regulations may have on its future operations,
capital expenditures, earnings or competitive position.
Tax Laws
The operations of the Company are affected by the federal income tax laws
contained in the Internal Revenue Code of 1986, as amended (the "Code"). Under
the Code, generally, the Company will report income from the sale of oil and
gas, against which it may deduct its ordinary business expenses, depletion,
depreciation and intangible drilling and development costs.
It is anticipated that most of the Company's income, if any, will be from a
"passive activity" for purposes of the Code. A passive activity includes an
activity in which the taxpayer does not materially participate, including the
ownership of a limited partnership interest, such as an interest in the Company.
"Passive income," however, does not include portfolio income (i.e. dividends,
interest, royalties, etc.). Although taxpayers generally may not deduct losses
or use tax credits derived from passive activities in an amount greater than
their income derived from such activities, if and to the extent that the Company
generates passive income, it will be available to offset the limited partners'
passive losses from other sources.
Partnerships with interests that are "publicly traded" are taxed as
corporations unless at least 90% of their income is "qualifying income." Passive
income or loss from Publicly traded partnerships that are not taxed as
corporations generally cannot be applied against passive income or less from
other sources. As stated in Item 5 of this Annual Report, there is no
established public trading market for the Company's limited partnership
interests. In addition, the Company derives more than 90% of its income from oil
and gas activities, which constitutes qualifying income within the meaning of
section 7704(d) of the Code. Therefore, the Company should not be affected by
the publicly traded partnership rules.
I-2
<PAGE>
SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ENEX OIL AND GAS INCOME PROGRAM III-
SERIES 8, L.P.
By: ENEX RESOURCES CORPORATION
the General Partner
November 7, 1996 By: /s/ G. B. Eckley
--------------------
G. B. Eckley, President
In accordance with the Exchange Act, this report has been
signed below on November 7, 1996, by the following persons in the capacities
indicated.
ENEX RESOURCES CORPORATION General Partner
By: /s/ G. B. Eckley
------------------------
G. B. Eckley, President
/s/ G. B. Eckley
President, Chief Executive
------------------ Officer and Director
G. B. Eckley
/s/ R. E. Densford Vice President, Secretary, Treasurer,
Chief Financial Officer and Director
-------------------
R. E. Densford
/s/ James A. Klein Controller and Chief Accounting Officer
-----------------
James A. Klein
S-1
