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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1996
COMMISSION FILE NUMBER 0-18691
NORTH COAST ENERGY, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 34-1594000
(State of incorporation) (I.R.S. Employer
Identification No.)
5311 NORTHFIELD ROAD, SUITE 320
CLEVELAND, OHIO 44146-1135
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(216) 663-1668
The undersigned registrant hereby amends and restates in their entirety
the following items, financial statements, exhibits or other portions of its
Annual Report on Form 10-K for the fiscal year ended as set forth in the pages
attached hereto:
PART III, Items 10, 11, 12 and 13
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Company's Board of Directors is divided into three classes, with
each class currently consisting of two Directors. One class of Directors is
elected at each Annual Meeting to serve a three-year term. At the Annual
Meeting, stockholders will be asked to elect two Directors whose term will
expire at the 1999 Annual Meeting.
Unless otherwise directed, the persons named in the accompanying proxy
will vote for the election of the nominees set forth in the table below as
Directors of the Company. In the event of the death of or inability to act of
such nominees, the proxies will be voted for the election as a Director of such
other persons as the Board of Directors may recommend. The Board of Directors
has no reason, however, to anticipate that this will occur. In no event will the
accompanying proxy be voted for persons other than those named below and any
such substitute nominee. Under applicable provisions of Delaware law and the
Company charter documents, the nominees receiving the greatest number of votes
cast at a meeting at which a quorum is present will be elected as Director of
the company. Accordingly, abstentions and broker non-votes will have no effect
on the election of Directors.
Pursuant to an agreement between the Company and NAGIT, the Company is
required to use its best efforts to elect a representative designated by NAGIT
to the Company's Board of Directors. Pursuant to the terms of a Stockholders
Agreement dated September 29, 1994 ("the Stockholders Agreement"), NAGIT and
Messrs. Regan and Lombardy have agreed to nominate and vote for each party's
designee for election as a Director. The Stockholders Agreement terminates on
September 28, 2004.
Pursuant to an agreement with the Company, Mr. Bruce E. Brocker has
agreed, until January 6, 1997, to vote all of his voting securities of the
Company for the election of those directors nominated by the Board of Directors.
CHARLES M. LOMBARDY, JR., age 46, is Chief Executive Officer; Director. Mr.
Lombardy has served as an executive officer and as a Director of the Company's
predecessor since 1981 and has been Chief Executive Officer and a Director of
the Company since August, 1988. Mr. Lombardy holds a B.B.A. from Kent State
University and is a member of the Ohio Oil & Gas Association and the Independent
Petroleum Association of America. Mr. Lombardy also serves as
Secretary/Treasurer of NCE Securities, Inc., a wholly-owned subsidiary of the
Company and a registered broker-dealer.
CHARLES K. EBINGER, age 48, has served as a Director of the Company since
August, 1988. Dr. Ebinger has over 14 years experience in conventional energy
policy planning, energy pricing analysis, economic and political risk analysis,
market forecasting and energy project feasibility assessment, design, and
implementation for international corporations, banks and governments. From 1979
through 1987, Dr. Ebinger was the Director of the Energy and Strategic Resources
Program at the Georgetown University for Strategic and International Studies.
From 1987 to 1988, he was senior consultant to Putnam Hayes and Bartlett, Inc.
Since January, 1988 he has served as Director of the Energy Analysis & Planning
Group of Energy/Development International. Since 1984, Dr. Ebinger has been a
Director of the Kokomo Gas and Fuel Company. He holds a B.A. from Williams
College and Masters and Doctorate Degrees from the Fletcher School of Law and
Diplomacy, Tufts University.
GEORGE R. BEGLEY, age 53, was elected as a Director of North Coast in September
1994. Mr. Begley holds a B.A. from New York University. Mr. Begley joined the
investment banking firm of Prescott, Ball and Turben in 1971 and worked in both
its Cleveland and London, England offices. In 1974, in conjunction with two
partners he established McKinley Allsopp Inc. ("McKinley"), an investment
banking firm with offices in London, Paris and New York. Mr. Begley remained
with McKinley until
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1990. In 1990, he became Vice Chairman of the Forthill Group, based in New York,
which specializes in both raising capital for companies and acquiring companies
for its own account. In 1995, Mr. Begley formed his own private investment
banking office to assist select companies in financing projects. Mr. Begley
serves on the Board pursuant to a designation by NAGIT under the terms of the
Stockholders Agreement.
ROBERT L. BAUMAN, age 55, was elected as a Director of North Coast in June 1996.
Mr. Bauman is Chairman, President and Chief Executive Officer of Hickok
Incorporated, a publicly traded leader in automotive electronic diagnostic
technology. Mr. Bauman is a graduate engineer from Case Institute of Technology
and received his MBA from Case Western Reserve University.
GARRY REGAN, age 46, is President; Director. Mr. Regan served as an executive
officer and Director of the Company's predecessor since 1981 and has been
President and Director of the Company since August 1988. He holds a B.S. Degree
from Ohio State University and a Masters Degree from Indiana University. Mr.
Regan is a member of the Independent Petroleum Association of America. Mr. Regan
also serves as President of NCE Securities, a wholly-owned subsidiary of the
Company and a registered broker-dealer.
W. DALE WEGRICH, age 67, has served as a Director of the Company since August,
1988. From 1955 until his retirement in 1985, Mr. Wegrich was employed by
Diamond Shamrock Corporation (now Maxus Energy) in a variety of executive
positions, including service as Chairman, President or Board Member of a number
of Diamond Shamrock subsidiaries. From January, 1986 until his retirement in
1991 he served as the Director of Public Utilities of the City of Cleveland. Mr.
Wegrich received a B.A. Degree from Baylor University and has completed the
advanced management program at The Harvard School of Business.
Executive Officers of the Registrant*
TIMOTHY WAGERS, age 36, joined North Coast in 1983 and currently is Treasurer
and Chief Financial Officer. Mr. Wagers is also responsible for overseeing the
accounting for partnership distributions, oil and gas production and tax
reporting, and for monitoring well costs. He received a Bachelor of Science in
Accounting from the University of Akron. From 1982 through 1983, Mr. Wagers was
employed by Hausser + Taylor, independent certified public accountants, as a
staff accountant auditing various entities including oil and gas partnerships.
Mr. Wagers is a certified public accountant, a member of the Ohio Society of
Certified Public Accountants, the Ohio Petroleum Accountants Society, and the
American Institute of Certified Public Accountants.
ANTHONY R. KOVACEVICH, age 42, joined North Coast in October 1994 as Senior Vice
President of Exploration and Production. Mr. Kovacevich graduated from Marietta
College with a BS degree in Petroleum Engineering and has over 19 years of oil
and gas experience, with over 14 years in the Appalachian Basin. Prior to
joining North Coast, from November 1984 to October 1994, Mr. Kovacevich was Vice
President of Exploration and Production with Resource America, Inc., a publicly
held oil and gas company conducting operations in the Appalachian Basin, and had
overall responsibility for drilling, production, exploration, land department
and gas marketing activities. Mr. Kovacevich is a member of the Ohio Oil and Gas
Association and the Society of Petroleum Engineers.
THOMAS A. HILL, age 38, was elected Secretary and General Counsel of North Coast
Energy in August, 1987. Mr. Hill joined Capital Oil & Gas, Inc. in 1984, prior
to its acquisition by North Coast. He graduated from Hiram College with a
Bachelor of Arts degree in History and Political Science and from George
Washington University National Law Center with a Juris Doctor degree. Mr. Hill
is a member of the Mahoning County Bar Association and Eastern Mineral Law
Foundation.
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ROBERT M. HOISEK, age 45, is Executive Vice President, Sales and Marketing for
North Coast. From 1984 through 1986, Mr. Hoisek served as Director of Marketing
and, prior to rejoining North Coast in 1990, he served as a director and officer
of various oil and gas companies. Mr. Hoisek has been associated with the oil
and gas industry for fifteen years and is a member of the Independent Petroleum
Association of America and the American Gas Association.
*The description of the Company's executive officers called for in this item is
included herein pursuant to instruction 3 to Section (b) of Item 401 of
Regulation S-K.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has three standing committees: the Audit
Committee, the Compensation Committee and the Stock Option Committee.
The Audit Committee, of which Dr. Ebinger and Messrs. Begley and
Wegrich are members, oversees the accounting functions of the company, including
matters related to the appointment and activities of the Company's auditors. The
Audit Committee met once during the year ended March 31, 1996.
The Compensation Committee, of which Dr. Ebinger and Messrs. Wegrich
and Lombardy are members, reviews and makes recommendations concerning the
salaries of the Company's executive officers and administers the Company's
Profit Sharing Plan. The Compensation Committee met once during the year ended
March 31, 1996.
The Stock Option Committee, of which Dr. Ebinger and Mr. Lombardy are
members, review and makes recommendations concerning the Company's Stock Option
Plan and Stock Bonus Plan. The Stock Option Committee did not meet during the
year ended March 31, 1996.
The Board of Directions of the company held six meetings during the
year ended March 31, 1996. All of the Directors attended at least 75% of the
meetings of the Board of Directors and each committee on which they served
except Dr. Ebinger and Mr. Begley.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors includes Charles
M. Lombardy, Jr., the Chief Executive Officer of the Company.
UNTIMELY BENEFICIAL OWNERSHIP REPORTS
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and Directors, and persons who beneficially own
more than 10% of any class of equity security to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Executive
officers, Directors and greater than 10% beneficial owners are required by SEC
regulation to furnish the company with copies of all Section 16(a) forms they
file.
Based solely on a review of the copies of such forms furnished to the
Company, the Company believes that for the fiscal year ended March 31, 1996, all
Section 16(a) filing requirements applicable to its executive officers,
Directors and greater than 10% beneficial owners were complied with, with the
exception of two reports pertaining to two transactions which were filed late on
behalf of Messrs. Regan and Begley.
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ITEM 11. EXECUTIVE COMPENSATION
The following tables sets for the annual and long-term compensation for
the Company's Chief Executive Officer and the three highest paid executives (the
"Named Executive Officers") earning in excess of $100,000 for fiscal 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------- ------------
Other Number of
Annual Securities All Other
Compen Underlying Compen-
Name and Principal Position Year Salary Bonus -sation Options sation (1)
- --------------------------- ---- ------ ----- ------- ------- ----------
<S> <C> <C> <C> <C> <C> <C>
Charles M. Lombardy, Jr. 1996 $165,000 $0 N/A -- $6,308
Chief Executive Officer; 1995 165,635 0 N/A -- 4,974
Director 1994 165,635 0 N/A 115,000 9,671
Garry Regan 1996 165,000 0 N/A -- 5,348
President; Director 1995 165,635 0 N/A -- 4,014
1994 165,635 0 N/A 115,000 8,711
Robert M. Hoisek 1996 134,600 500 N/A -- 3,221
Executive Vice President 1995 154,983 500 N/A -- 1,970
1994 154,595 500 N/A -- 5,562
Anthony Kovacevich 1996 100,000 1,000 N/A -- 625
Vice President - Exploration 1995 45,327 0 N/A 20,000 625
and Production
</TABLE>
No Named Executive Officer received personal benefits or perquisites
during fiscal year 1996 in excess of the lesser of $50,000 or 10% of his
aggregate salary and bonus.
(1) The amounts set forth in the table include, with respect to Messrs.
Lombardy and Regan $2,810 and $1,850, respectively, for fiscal years
1996, 1995, and 1994 in life insurance premiums paid by the Company
pursuant to the terms of employment agreements between the Company and
of such persons. See "Compensation of Directors and Executive Officers
-- Employment Agreements." With respect to all of the Named Executive
Officers, the amounts set forth in the table reflect the following
contributions under the Company's Profit Sharing Plan and matching
funds through the 401(k) Plan: Mr. Lombardy, $3,498, $2,164 and $6,861;
Mr. Regan, $3,498, $2,164 and $6,861 and Mr. Hoisek, $3,221, $1,970,
and $5,562 for fiscal years 1996, 1995 and 1994, respectively. Mr.
Kovacevich was not eligible for the Company's Profit Sharing Plan.
Under the terms of the Profit Sharing Plan, all employees of the
Company who have completed a 12 month period with at least 1,000 hours
of service for the Company or its affiliates are eligible to
participate in the plan. The amount of the Company's contributions to
the Profit Sharing Plan is determined by the Board of Directors.
Allocations of Company contributions under the plan are made on the
basis of a participant's total compensation and are subject to a graded
vesting schedule which allows 20% vesting after two years of service
with an additional 20% vesting for each complete year of service
thereafter.
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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END VALUES
The following table summarizes options exercised during fiscal 1996 and
presents the value of unexercised options held by the Named Executive Officers
at fiscal year end:
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options
Acquired Options at Fiscal Year-End at Fiscal Year-End(1)
on Value -------------------------- ---------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- -------------------------- -------------------------
<S> <C> <C> <C> <C> <C> <C>
Charles M. Lombardy, Jr. -- $ 0 177,066 0 $ 0 $ 0
Garry Regan -- 0 177,066 0 0 0
Robert M. Hoisek -- 0 26,450 0 0 0
Anthony Kovacevich -- 0 20,000 0 0 0
<FN>
___________
(1) Based upon the closing bid price of a share of Common Stock as reported on
the NASDAQ system on March 31, 1996. None of the options were in-the-money
at March 31, 1996.
</TABLE>
Employment Agreements. On May 3, 1995, after being recommended and
approved by the Compensation Committee, the Company entered into employment
contracts with Messrs. Lombardy and Regan providing for the employment of these
officers through January 31, 1998, with an option to extend for a three year
period, unless earlier terminated pursuant to the terms of these agreements.
These agreements provide for base annual compensation of $165,000 to each of
Messrs. Lombardy and Regan, with increases for cost of living based upon the
Consumer Price Index. The base annual salary of $165,000 is the same amount each
executive was receiving under previous employment contracts with the Company.
Additional bonuses may be awarded from time to time by the Board of Directors.
In addition, the Board of Directors has the authority to increase, but not
decrease without the executive's consent, the base salary of automobile
expenses, disability coverage, death benefits, and severance payments. Each
agreement provides that for a period of two years from the date of the
termination of the executive's employment the executive will not, directly or
indirectly, engage in any business competitive with that of the Company or
otherwise interfere with the Company's business.
Each of the employment agreements contains provisions addressing a
possible change in control of the Company (the "Change in Control Provisions").
The Change in Control Provisions require the payment of certain benefits to
these executive officers upon the termination of the employment, other than for
good cause, after the occurrence of a change in control of the Company. A
"change in control of the Company" is defined to include a change in the
securities ownership of the Company's securities which would be required to be
reported as a change in control in a proxy statement filed under the Securities
Exchange Act of 1934, the Company's ceasing to have a class of equity securities
registered under Section 12 of the Securities Exchange Act of 1934, or the
acquisition by any person or entity of 50% or more of the outstanding shares of
Common Stock of the Company (or its equivalent in voting power of any class or
classes of the Company's securities).
Under the Change in Control Provisions, either of these two executive
officers who remains in the employ of the Company following the date of the
occurrence of a change in control of the Company and whose employment is
subsequently terminated other than for good cause would be entitled to receive a
lump sum payment from the Company, regardless of whether such executive officer
continues in the employ of the Company (the "Change in Control Payment"). After
the occurrence of a change in control, "termination" is defined to include
relocation of the principal place at which the executive is to perform his
duties to a location outside the Cleveland, Ohio metropolitan area, a
substantial reduction in the benefits provided to the executive, a substantial
reduction in the executive's responsibilities or functions or a substantial
adverse change in the executive's working conditions. It should be noted that
the Change in control Provisions provide for the payment of the Change in
Control Payment in the event of a termination of the executive's employment
after any change in control of the Company, regardless of
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whether such change in control is approved by the Board of Directors and/or
stockholders of the Company.
Under such Change in Control Provisions, in the event of a termination
of employment after a Change in Control, other than for good cause, each of
Messrs. Lombardy and Regan would be entitled to Change in Control Payments in
the amount equal to six times the average annual salary, bonus, and incentive
compensation amounts paid during the three year period immediately proceeding
the termination after a Change in Control. Also, at the executive's election, he
could elect to receive seventy-two equal payments for a period of seventy-two
months or a lump sum equal to the aggregate of the monthly amounts payable
discounted to present value at a discount rate of 7% per annum.
The Change in Control Provisions will make more difficult or may
discourage a proxy contest, the assumption of control of the Company by a
substantial shareholder or shareholder group, or the removal of incumbent
management. Additionally, the Change in Control Provisions may have the effect
of discouraging a third party from making a tender offer or otherwise attempting
to obtain control of the Company, even though such an attempt might be
beneficial to the Company and its stockholders. Accordingly, stockholders of the
Company may be deprived of certain opportunities to sell their shares of Common
Stock at temporarily higher market prices often associated with actual or
rumored takeover attempts.
On October 11, 1994, Mr. Kovacevich entered into a three year
employment agreement with the Company providing for base compensation of
$100,000 per year. The agreement also provides for life insurance.
Directors Fees. The Company pays its Directors who are not employees of
the Company an annual retainer of $3,500 and a fee of $500 for attendance in
person, or by telephone if substantive matters are discussed, at each meeting of
the Board of Directors, plus reimbursement of expenses.
ITEM 12. SECURITY OWNERSHIP
The following table sets forth information with respect to the Common
Stock, Series A Preferred Stock and Series B Cumulative Convertible Preferred
Stock (the "Series B Preferred Stock" and, collectively with the Series A
Preferred Stock, the "Preferred Stock") owned on July 8, 1996 by: (1) each
person known by the Company to own beneficially more than 5% of the Company's
outstanding Common Stock and Preferred Stock at such date; (ii) each Director of
the Company; (iii) each of the executive officers listed in the Summary
Compensation Table included elsewhere herein; and (iv) all Directors and
executive officers as a group, and the percentage of the outstanding shares
represented thereby.
<TABLE>
<CAPTION>
Series A Series B
Common Stock Preferred Stock(1) Preferred Stock(2)
-------------------------------- --------------------- ---------------------
Amount and Amount and Amount and
Nature of Percent Nature of Percent Nature of Percent
Nature and Address (3) Beneficial of Beneficial of Beneficial of
of Beneficial Owner Ownership Class Ownership Class Ownership Class
- ----------------------- --------- ----- --------- ----- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Charles M. Lombardy, Jr.... 720,158 Shares (4)(5) 8.46% 1,430 Shares(5) .47% 0 Shares 0%
Garry Regan................ 716,871 Shares (4) 8.42% 0 Shares 0% 0 Shares 0%
Charles K. Ebinger......... 10,000 Shares (6)(7) .12% 0 Shares 0% 500 Shares .11%
W. Dale Wegrich............ 20,750 Shares (7) .24% 0 Shares 0% 1,000 Shares .22%
George R. Begley........... 23,000 Shares (7)(8) .27% 0 Shares 0% 0 Shares 0%
Robert L. Bauman........... 0 Shares 0% 0 Shares 0% 0 Shares 0%
Robert M. Hoisek........... 36,489 Shares (4)(9) .43% 0 Shares 0% 0 Shares 0%
Bruce E. Brocker........... 2,152,599 Shares 25.30% 5,655 Shares 1.85% 0 Shares 0%
Anthony Kovacevich......... 20,000 Shares (4) .24% 0 Shares 0% 6 Shares 0%
NAGIT (USA) INC............ 1,899,000 Shares (10) 23.64% 0 Shares 0% 0 Shares 0%
Eugene Hershman............ 437,213 Shares 5.14% 9,960 Shares 3.26% 0 Shares 0%
All Directors and
executive officers as a
group (10 1,607,170 Shares (11) 18.89% 1,430 Shares .47% 1,500 Shares .33%
- ---------------------------
</TABLE>
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persons)
- ----------------------------
(1) Each share of Series A Preferred Stock is currently convertible into 2.3
shares of Common Stock.
(2) Each share of Series B Preferred Stock is currently convertible into 5.75
shares of Common Stock.
(3) The address of Messrs. Lombardy and Regan is Suite 320, 5311 Northfield
Road, Cleveland, Ohio 44146. The address of Mr. Brocker is 3769 Tippecanoe
Place, Canfield, Ohio 44406. The address of NAGIT (USA) INC. ("NAGIT") is
950 West Valley Road, #2404, Wayne, Pennsylvania 19087. The address of Mr.
Hershman is 13340 Verdon Drive, Palm Beach Gardens, Florida 33410.
(4) Includes 380,582 shares of Common Stock, in the aggregate, which could be
acquired by Messrs. Regan (177,066 shares), Lombardy (177,066 shares),
Kovacevich (20,000 shares) and Hoisek (26,450 shares) upon the exercise of
immediately exercisable stock options which they hold.
(5) The share ownership figures for Mr. Lombardy include 6,588 shares of Common
Stock and 1,430 shares of Series A Preferred Stock owned by a trust for
which Mr. Lombardy is the trustee and as to which he disclaims any
beneficial interest.
(6) Does not include 2,875 shares of Common Stock issuable upon conversion of
500 shares of Series B Preferred Stock held by Dr. Ebinger.
(7) Includes 10,000 shares of Common Stock which may be acquired upon the
exercise of immediately exercisable options.
(8) Does not include 8,050 shares of Common Stock issuable upon exercise of
7,000 Series B Warrants held by Mr. Begley's spouse. Mr. Begley disclaims
beneficial ownership of such shares.
(9) Includes 10,039 shares of Common Stock held by Mr. Hoisek's spouse.
(10) Does not include 500,000 shares of Common Stock which may be acquired upon
the exercise of certain Warrants to purchase Common Stock.
(11) Includes 469,107 shares of Common Stock which may be acquired by all
Directors and executive officers as a group upon the exercise of
immediately exercisable stock options.
(12) Messrs. Regan and Bauman are brothers-in-law.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company believes that the terms of the following transactions were
as favorable to the Company as could have been obtained from unaffiliated third
parties. All future transactions between the Company and its affiliates will be
on terms no less favorable to the Company than those that could be obtained from
unaffiliated parties and all loans to Company officers, affiliates and
stockholders will be approved by a majority of disinterested directors, if any.
During the fiscal year ended March 31, 1996, the Company leased its
headquarters in Cleveland, Ohio, from Continental Land and Building Co., which
is owned by Eugene Hershman, who currently owns approximately 5% of the
outstanding Common Stock of the Company. The aggregate annual lease payments for
this facility are approximately $60,000.
On January 6, 1995, the Company entered into an agreement with Mr.
Brocker, formerly Chairman of the Board and Director of the company, relating to
the separation of Mr. Brocker from the Company. The agreement terminated Mr.
Brocker's Employment Agreement and the Restated Stockholders Agreement between
Messrs. Brocker, Regan and Lombardy, and Mr. Brocker resigned as an Officer and
Director of the company. The agreement also provides that Mr. Brocker will
provide consulting services to the Company and that Mr. Brocker is subject to
certain nondisclosure and noncompetition provisions as defined in the agreement.
Pursuant to the agreement, Mr. Brocker receives payments of $173,100 each year
for three years. The agreement also provides for certain other payments relating
to automobile expenses, health coverage, death benefits and payments in lieu of
the Company's contribution on behalf of Mr. Brocker under the profit sharing
plan, as if he had still been employed by the Company.
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Effective as of June 30, 1995, Mr. Begley entered into an agreement
with the Company relating to Mr. Begley's previous services to the Company in
connection with various financing efforts, for which Mr. Begley received a
$30,000 fee for his services.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NORTH COAST ENERGY, INC.
July 26, 1996 /s/ Charles M. Lombardy, Jr.
---------------------------------------
Charles M. Lombardy, Jr.
Chief Executive Officer and Director
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