SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM 10-K/A
AMENDMENT NO. 1 TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
Commission File Number 1-10447
CABOT OIL & GAS CORPORATION
(Exact name of registrant as specified in it charter)
DELAWARE 04-3072771
(State of incorporation) (IRS Employer ID No.)
15375 Memorial Drive, Houston, Texas 77079 (713) 589-4600
(Address of principal executive office) (Registrant's telephone)
The registrant hereby amends the annual report on Form 10-K to include
under Part IV, Item 14, a(3) the following:
EXHIBIT 99.1 - Annual Report on Form 11-K for the Cabot
Oil & Gas Corporation Savings Investment Plan
<PAGE>
CABOT OIL & GAS CORPORATION
INDEX TO FORM 10-K/A, AMENDMENT NO. 1
PAGE
Signature page . . . . . . . . . . . . . . . . . . . . . . . . 2
Exhibit 99.1 - Annual Report on Form 11-K for the Cabot
Oil & Gas Savings Investment Plan
-1-
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
CABOT OIL & GAS CORPORATION
BY: /S/ CHARLES P. SIESS, JR
-------------------------
CHAIRMAN, CHIEF EXECUTIVE
OFFICER AND PRESIDENT
June 28, 1995
-2-
<PAGE>
EXHIBIT 99.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 1994
CABOT OIL & GAS CORPORATION SAVINGS INVESTMENT PLAN
(Full title of the plan)
CABOT OIL & GAS CORPORATION
15375 Memorial Drive, Houston, Texas 77079
(Name of issuer of securities held pursuant to the
plan and address of principal executive offices)
Commission file number 1-10447
<PAGE>
CABOT OIL & GAS CORPORATION
SAVINGS INVESTMENT PLAN
INDEX
PAGE
Signature Page . . . . . . . . . . . . . . . . . . . . . . . . 2
Report of Independent Accountants, Financial Statements,
and Supplemental Schedules . . . . . . . . . . . . . . . . . F pages
Exhibit 23.1 - Consent of Independent Accoutants
-1-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the
Administrator has duly caused this Annual Report to be signed by the undersigned
thereunto duly authorized.
CABOT OIL & GAS CORPORATION
SAVINGS INVESTMENT PLAN
BY: CABOT OIL & GAS CORPORATION
ADMINISTRATIVE COMMITTEE,
Administrator of the Cabot
Oil & Gas Corporation Savings
Investment Plan
BY: /S/ CHARLES P. SIESS, JR.
--------------------------
CHAIRMAN
June 28, 1995
-2-
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Report of Independent Accountants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2
Financial Statements:
Statement of Net Assets Available for Plan Benefits
as of December 31, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3
Statement of Changes in Net Assets Available for Plan
Benefits for the Years Ended December 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . F-4,F-5
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6 to F-12
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1994. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-14
Item 27d - Schedule of Reportable Transactions for the
Year ended December 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-15
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Administrative Committee of the Cabot Oil & Gas Corporation Savings
Investment Plan:
We have audited the accompanying statements of net assets available for plan
benefits of Cabot Oil & Gas Corporation Savings Investment Plan ("the Plan") as
of December 31, 1994 and 1993, and the related statement of changes in net
assets available for plan benefits for the year ended December 31, 1994. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements, referred to above, present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1994 and 1993, and the changes in net assets available for plan
benefits for the year ended December 31, 1994 in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of the Plan
are presented for the purpose of additional analysis and are not a required part
of the basic financial statements, but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The fund information
in the statement of net assets available for plan benefits and in the statement
of changes in net assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund. The
supplemental schedules have been subjected to the auditing procedures applied in
the audit of the basic financial statements for the year ended December 31,
1994, and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
COOPERS & LYBRAND L.L.P.
Houston, Texas
June 23, 1995
F-2
<PAGE>
CABOT OIL & GAS CORPORATION SAVINGS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
<TABLE>
<CAPTION>
December 31,
------------------------------
1994 1993
---------- ----------
<S> <C> <C>
Fund Information:
Investments, at Fair Market Value:
Fidelity Money Market Trust:
Retirement Money Market Portfolio $ 2,922,289 $ 2,774,843
Fidelity Magellan Fund 3,813,845 3,193,399
Fidelity U.S. Equity Index Portfolio 1,119,843 1,085,313
Fidelity U.S. Bond Index Portfolio 1,066,151 1,148,000
Fidelity Asset Manager Fund 885,448 678,163
Fidelity Asset Manager Growth Fund 1,188,474 698,487
Fidelity Asset Manager Income Fund 298,320 153,493
Cabot Corporation Common Stock 3,407,158 3,484,536
Cabot Oil & Gas Corporation Common Stock 1,322,056 1,395,678
Participants Loans 790,898 706,992
---------- ----------
Net Assets Available for Plan Benefits $ 16,814,482 $ 15,318,904
========== ==========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-3
<PAGE>
CABOT OIL & GAS CORPORATION SAVINGS INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
for the Year Ended December 31, 1994
<TABLE>
<CAPTION>
Fund Information
------------------------------------------------------------------------------------------------
Fidelity Money Fidelity Fidelity
Market Trust: Fidelity Fidelity Fidelity Asset Asset
Retirement Fidelity U.S. Equity U.S. Bond Asset Manager Manager
Money Market Magellan Index Index Manager Growth Income
Portfolio Fund Portfolio Portfolio Fund Fund Fund
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Employer contributions ........ $ 176,923 $ 296,582 $ 77,051 $ 70,319 $ 58,952 $ 130,665 $ 32,456
Employee contributions ........ 276,704 648,672 151,566 118,479 175,969 345,785 92,263
Interest income ............... 115,078 -- -- -- -- -- --
Dividend income ............... -- 133,190 33,798 79,298 32,165 32,135 11,450
Net appreciation (depreciation)
in fair market value of
investments .................. -- (201,087) (20,868) (108,762) (86,554) (117,252) (14,749)
Other ......................... 109,958 145,467 34,418 34,578 26,833 40,575 6,115
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total additions ............. 678,663 1,022,824 275,965 193,912 207,365 431,908 127,535
---------- ---------- ---------- ---------- ---------- ---------- ----------
Deductions:
Distributions to participants . 235,534 100,228 97,161 84,210 132,932 11,656 2,405
Forfeitures and other ......... 119,206 215,631 24,440 34,094 3,455 45,340 266
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total deductions ............ 354,740 315,859 121,601 118,304 136,387 56,996 2,671
---------- ---------- ---------- ---------- ---------- ---------- ----------
Interfund transfers, net ........ (176,477) (86,519) (119,834) (157,457) 136,307 115,075 19,963
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net additions (deductions)... 147,446 620,446 34,530 (81,849) 207,285 489,987 144,827
Net assets available for plan benefits:
Beginning of year ............. 2,774,843 3,193,399 1,085,313 1,148,000 678,163 698,487 153,493
--------- --------- --------- --------- --------- --------- --------
End of year ................... $ 2,922,289 $ 3,813,845 $ 1,119,843 $ 1,066,151 $ 885,448 $ 1,188,474 $ 298,320
========= ========= ========= ========= ========= ========= ========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-4
<PAGE>
CABOT OIL & GAS CORPORATION SAVINGS INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION, Continued
for the Year Ended December 31, 1994
<TABLE>
<CAPTION>
Fund Information
------------------------------------------
Cabot
Cabot Oil & Gas
Corporation Corporation Participant
Common Stock Common Stock Loans Total
----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Additions:
Employer contributions ........ $ -- $ 21,111 $ -- $ 864,059
Employee contributions ........ -- 66,990 -- 1,876,428
Interest income ............... -- 102 -- 115,180
Dividend income ............... 68,149 10,895 -- 401,080
Net appreciation (depreciation)
in fair market value of ...... 171,915 (480,819) -- (858,176)
investments
Other ......................... -- 1,383 (337,577) 61,750
--------- --------- --------- ----------
Total additions ............. 240,064 (380,338) (337,577) 2,460,321
--------- --------- --------- ----------
Deductions:
Distributions to participants . 247,075 31,908 13,705 956,814
Forfeitures and other ......... -- 685 (435,188) 7,929
--------- --------- --------- ----------
Total deductions ............ 247,075 32,593 (421,483) 964,743
--------- --------- --------- ----------
Interfund transfers, net ........ (70,367) 339,309 -- --
--------- --------- --------- ----------
Net additions (deductions) .. (77,378) (73,622) 83,906 1,495,578
Net assets available for plan benefits:
Beginning of year ............. 3,484,536 1,395,678 706,992 15,318,904
--------- --------- --------- ----------
End of year ................... $ 3,407,158 $ 1,322,056 $ 790,898 $16,814,482
========= ========= ========= ==========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-5
<PAGE>
CABOT OIL & GAS CORPORATION
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan:
The following brief description of the Cabot Oil & Gas Corporation Savings
Investment Plan (the "Plan") is provided for general information purposes only.
Participants should refer to the summary plan description and legal plan
document for more complete information.
General
Cabot Oil & Gas Corporation ("COGC" or "Company") was previously a
subsidiary of Cabot Corporation ("Cabot"). In February 1990, the Company
completed its initial public offering of approximately 18% of the total
outstanding shares of common stock and, accordingly, ceased to be a wholly-owned
subsidiary of Cabot. On March 28, 1991, Cabot completed an exchange offer.
Following the completion of the exchange offer, the Company became 100%
publicly-owned and ceased to be a subsidiary of Cabot.
Effective January 1, 1991, COGC established the Plan which is a defined
contribution benefit plan in which participation is voluntary on the part of the
employees. Employees are eligible to become a participant in the Plan upon the
first day of employment.
Prior to the commencement of the Plan, COGC employees participated in the
Cabot Profit Sharing and Savings Plan ("PSSP") and the Cabot Employee Stock
Ownership Plan ("ESOP"). All COGC employees who were members of the PSSP
automatically became a participant in the Plan on January 1, 1991, were 100%
vested with respect to balances in the PSSP and ESOP as of December 31, 1990,
and had their PSSP and ESOP account balances transferred to the Plan. The Plan
assumed legal responsibility for the accrued benefits of such affected employees
on January 1, 1991.
Benefits under the ESOP were frozen as of December 31, 1990. The ESOP
balance is comprised of Cabot and/or COGC common stock. The participant is not
eligible to withdraw, exchange, or take a loan against the ESOP balance while an
active COGC employee. Dividends earned on the ESOP common stock are distributed
to the other Plan investment election(s) according to the participant's most
recent investment election. If such an election is not made by a participant,
dividends from the ESOP are placed in the money market fund.
Vested Benefits
A participant can contribute in the aggregate from 1% to 15% of eligible
compensation as defined in the Plan on a pre-tax (before federal and state taxes
are withheld) and/or after-tax basis through payroll deduction, with the
F-6
<PAGE>
exception of Pennsylvania which requires that state taxes be withheld before the
pre-tax contribution. The participant is always fully vested in his or her
contributions made on either a pre-tax or after-tax basis. The Company provides
an incentive for each employee to participate in the pre-tax portion of the Plan
by matching 100% of the first 4% contributed. None of the after-tax
contributions by a participant are matched by the Company. The company matching
contribution vests 20% per year after the first year of vesting service, with
100% vesting attained after five years of vesting service.
The participant is credited with a year of vesting service for each plan
year in which he or she has 1,000 or more hours of service. Service with Cabot
prior to January 1, 1991 counts as vesting service to the extent and in the same
manner as computed under the PSSP. A participant's account becomes 100% vested
with less than five years of vesting service as a result of either (i) permanent
and total disability, (ii) death (account value is paid to the designated
beneficiary), or (iii) attainment of age 65. The Plan was amended in February
1992 to 100% vest certain participants who were terminated due to a reduction in
workforce.
If a participant leaves COGC and is rehired within five years, the prior
service with COGC will be restored under the Plan. Additionally, if the
participant was partially vested when the employment was initially terminated,
COGC will redeposit any amount of the matching contribution which was forfeited
from the account (because the participant left before becoming 100% vested)
after repayment by the participant of his or her previous distribution, if any.
Investment Options and Other Elections
The Plan offers eight different investment options with varying levels of
risk for the participant to choose from, as follows:
Fidelity Money Market Trust: Retirement Money Market - a low-risk
investment and seeks stability of principal and high money market yields. The
portfolio manager invests in a variety of money market instruments, including
certificates of deposit, banker's acceptances, commercial paper, repurchase
agreements and obligations of the U.S. government.
Fidelity Magellan Fund - seeks capital appreciation primarily through
investments in common stock, diversified across many sectors of the market. Some
of the companies in the fund's portfolio are well-known, while others are
smaller or less well-known. All of the stocks have a potential for growth. When
the value of one stock is down, it may be balanced by the rising price of
another.
Fidelity U.S. Equity Index Portfolio - seeks to match the compositions and
total return of the Standard and Poor's Daily Stock Price Index of 500 common
stocks (S&P 500 Index), while keeping transaction costs and other expenses low.
The portfolio manager tries to achieve this objective by investing mostly in
common stocks of the 500 companies that make up the S&P 500 Index. Dividends
will be reinvested automatically, creating a compounding effect on its value.
Share prices and returns will vary.
F-7
<PAGE>
Fidelity U.S. Bond Index Portfolio - seeks to match the investment returns
of the Shearson Lehman Hutton Aggregate Bond Index. This index, which includes
6,500 different bond issues, consists of about 75% government and corporate
bonds and about 25% mortgage-backed securities.
Fidelity Asset Manager Fund - seeks a high total return with reduced risk
over the long term by allocating it assets among domestic and foreign stocks,
bonds and short-term instruments. In order to achieve the investment goals, the
Fund gradually shifts it assets among and across stocks, bonds and money market
funds as merit or other conditions change. The neutral mix for this fund is 40%
stocks, 40% bonds and 20% short-term investments.
Fidelity Asset Manager Growth Fund - seeks to maximize total return over
the long term by allocating its asset among stocks, bonds, short-term
investments and other investments. This fund gradually shifts its assets among
and across stocks, bonds, and short-term investments as market or other
conditions change. The neutral mix for this fund is 65% stocks, 30% bonds, and
5% short-term investments.
Fidelity Asset Manager Income Fund -- seeks a high current income through a
mixture of stocks, bonds and money market funds with an emphasis on money market
funds to promote capital preservation. This fund gradually shifts its assets
among and across stocks, bonds, and money market funds as market or other
conditions change. The neutral mix for this fund is 20% stocks, 30% bonds, and
50% short-term investments.
Cabot Oil & Gas Corporation Common Stock - provides participants the option
to invest in COGC common stock, effective in the second quarter of 1994.
Dividends paid on COGC common stock are automatically reinvested in COGC common
stock.
The Plan also allows the participants to (i) change the percentage of pay
withheld through payroll deduction a maximum of four times per year, with
changes taking effect the first pay period after advance notice, (ii) change
investment fund options for future contributions at any time, directly by
telephone with the Fidelity Management Trust Company ("Trustee"), (iii) transfer
the total balance of his or her accumulated investments from one fund to another
four times per year, and (iv) discontinue participation in the Plan at any time,
to be effective the first pay period after advance notice. Re-enrollment can be
at any time, except after a hardship withdrawal.
Payment of Benefits
A participant eligible for a distribution from the Plan can elect to
receive an immediate lump sum payment, or if the participant's account balance
exceeds $3,500 he or she can defer the payment up to age 70-1/2.
An exception is made for those participants who (i) had shares of Cabot
stock transferred from the PSSP and/or ESOP to the Plan and (ii) exchanged
shares of Cabot common stock in his or her PSSP and/or ESOP account for shares
of COGC common stock pursuant to an exchange offer completed by Cabot in April
F-8
<PAGE>
1991. Such participants can have the stock balance paid in cash or as common
stock certificates. If the participant decides to sell such stock certificates,
the commission fee will be reflected in the net asset value of the stock trade.
Balances transferred to the Plan from the PSSP and/or ESOP retain payment
options provided under the PSSP and/or ESOP.
Withdrawals During Employment
The participant is eligible to make certain withdrawals while employed.
The first category of funds that is eligible for withdrawal represents amounts
that were transferred from the PSSP. The second category represents amounts
contributed under the Plan. Different rules apply to the withdrawal, depending
on the category. If a former member in the PSSP, the participant is eligible to
make either a voluntary withdrawal or a hardship withdrawal from the amounts
that were transferred. A voluntary withdrawal may be made from the PSSP
after-tax and employeer contribution accounts. Two voluntary withdrawals can be
made per year, provided that not more than two are made within three months of
each other. A voluntary withdrawal will be deducted from the participant's
account in a specific order as provided for in the Plan.
A participant is also eligible for a hardship withdrawal from his or her
PSSP pre-tax account under the following conditions, (i) in a year in which the
participant has already made two voluntary withdrawals and (ii) when three
months have not elapsed since the time of the last voluntary withdrawal. Special
rules apply which determine the hierarchy of access to the various sources of
funds including (i) the participant has already withdrawn the full amount of
both the after-tax contributions and the vested Company contributions, (ii) the
participant must have fully exhausted the ability to obtain funds from any other
source, including a loan from the Plan, and (iii) the participant submitted an
application to the Administrative Committee for a hardship withdrawal. Following
a hardship withdrawal, there will be an automatic 12-month suspension of the
participant's pre-tax contributions.
A participant can withdraw at any time an amount equal to the after-tax
contributions made to the Plan after January 1, 1991. The minimum withdrawal
amount is $500. A withdrawal of after-tax contributions requires a withdrawal of
a proportionate share of investment earnings thereon, which will be taxable and
will include 10% early distribution tax if made before age 59-1/2 under current
tax laws. Additionally, the participant can withdraw an amount equal to the
pre-tax contributions made to the plan after January 1, 1991 at any time after
age 59-1/2. This withdrawal will be taxable, but will not include the 10% early
distribution tax under current tax laws.
Loans to Participants
A participant can borrow up to 50% of his or her vested account balance
(excluding ESOP) while in the Plan. The amount borrowed may be from a minimum of
$1,000 to a maximum of $50,000, but never more than 50% of the vested account
balance. Only one loan can be outstanding at any one time. A loan must be repaid
by payroll deduction over a period not to exceed five years; early payoff is
permitted. The loan interest rate is set by the Administrative Committee. For
the 1994 plan year, it was 1% above the prime rate charged by COGC's principal
F-9
<PAGE>
commercial bank in effect at the time of the loan. The set-up fee and the
ongoing administrative fee for the loan are charged directly to the
participant's account on a quarterly basis.
Withdrawals Upon Termination of Employment
A participant can withdraw the total vested amount in the Plan account as
a result of either (i) termination of employment (ii) retirement at age 65 or at
age 55 or later with 10 years of service or (iii) permanent and total disability
or death. The full value of the Plan account will be paid and will be subject to
income tax when the participant retires or qualifies as permanently and totally
disabled, unless an election is made by the participant to roll over the funds
as allowed by the Internal Revenue Code. If death occurs before retirement, the
full value of the account will be paid to the designated beneficiary.
Disposition of Forfeitures by Participants
A forfeiture of unvested benefits shall be accounted for in the following
manner. First, the forfeiture shall be credited to the company contribution
account of a re-employed participant for whom a reinstatement of prior
forfeiture is required. Second, the forfeiture shall be applied toward the
account of a former participant pursuant to the unclaimed benefit provisions of
the Plan. To the extent that forfeitures for any Plan year exceed the amounts
required to reinstate the accounts noted above, they will be applied against the
next succeeding Company contribution.
Rollover Contributions
Generally, if a participant received a qualified total distribution as
defined in the Internal Revenue Code of 1986 as amended, the participant can
deposit or "rollover" those funds into the Plan if approved by the
Administrative Committee.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting principles.
Valuation of Investments
Investments are recorded at fair market value based on market prices that
have been provided by the Trustee.
Net Appreciation in Fair Market Value of Investments
The statement of changes in net assets available for Plan benefits
presents the net appreciation (depreciation) in the fair market value of
investments which consists of realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
F-10
<PAGE>
Plan Trustee
Fidelity Management Trust Company was appointed trustee of the Plan by a
contract dated June 1, 1991. Under the contract, the trustee shall hold all
property received, manage the plan and invest and reinvest Plan assets.
Administrative Expenses
Administrative expenses consist of all expenses incident to the
administration, termination or protection of the Plan, including, but not
limited to, legal, accounting, investment manager and trustee fees. All
administrative expenses, except for expenses associated with loans to
participants, were paid by the Company in 1994.
3. Plan Termination
While the Company has not expressed any intent to discontinue its
contributions or terminate the Plan, it is free to do so at any time. In the
event of such a discontinuance or termination of the Plan, all amounts credited
to the accounts of participants shall become fully vested and non-forfeitable.
4. Supplemental Information:
Additional information with respect to each of the investment options of
the Plan as of December 31, 1994 follows:
<TABLE>
<CAPTION>
Units Number of
Unit Price Held Participants
----------- --------- ------------
<S> <C> <C> <C>
Fidelity Money Market Trust:
Retirement Money Market Portfolio ........... $ 1.00 2,922,288 381
Fidelity Magellan Fund ...................... 66.80 57,094 368
Fidelity U.S. Equity Index Portfolio ........ 16.91 66,224 211
Fidelity U.S. Bond Index Portfolio .......... 9.97 106,936 233
Fidelity Asset Manager Fund ................. 13.83 64,024 119
Fidelity Asset Manager Growth Fund .......... 12.84 92,560 172
Fidelity Asset Manager Income Fund .......... 10.42 28,630 46
Cabot Corporation Common Stock .............. 28.37 120,097 393
Cabot Oil & Gas Corporation Common Stock .... 14.50 91,176 358
</TABLE>
F-11
<PAGE>
5. Tax Status of Plan
The Plan is designed to constitute a "Qualified Plan" under the provisions
of Section 401(a) of the Internal Revenue Code and, therefore, is exempt from
federal income tax under the provisions of Section 501(a). The Plan obtained its
latest determination letter on October 23, 1993, in which the Internal Revenue
Service stated that the Plan was in compliance with the applicable requirements
of the Internal Revenue Code. The Plan was amended in 1994, subsequent to the
receipt of the determination letter. The Plan Administrator and the Plan's tax
counsel believe that the Plan is currently designed and operated in compliance
with the applicable requirements of the Internal Revenue Code. Therefore, no
provision for income taxes has been included in the Plan's financial statements.
F-12
<PAGE>
SUPPLEMENTAL SCHEDULES
F-13
<PAGE>
CABOT OIL & GAS CORPORATION
SAVINGS INVESTMENT PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1994
<TABLE>
<CAPTION>
DESCRIPTION UNITS HELD COST * MARKET VALUE
- --------------------------------------------- ------------ ------------ ------------
<S> <C> <C> <C>
Fidelity Money Market Trust:
Retirement Money Market Portfolio ............ 2,922,288 $ 2,922,288 $ 2,922,288
Fidelity Magellan Fund ........................ 57,094 3,885,811 3,813,846
Fidelity U.S. Equity Index Portfolio .......... 66,224 1,058,778 1,119,844
Fidelity U.S. Bond Index Portfolio ............ 106,936 1,138,020 1,066,151
Fidelity Asset Manager Fund ................... 64,024 953,641 885,449
Fidelity Asset Manager Growth Fund ............ 92,560 1,263,918 1,188,472
Fidelity Asset Manager Income Fund ............ 28,630 310,268 298,320
Cabot Corporation Common Stock ................ 120,097 1,705,346 3,407,158
Cabot Oil & Gas Corporation Common Stock ...... 91,176 1,180,467 1,322,056
Loans (Interest rates range from 7.25% to 9.5%) 790,898 790,898
---------- ----------
$ 15,209,435 $ 16,814,482
========== ==========
</TABLE>
--------------------------------------------
* Cost is determined based on average cost.
F-14
<PAGE>
CABOT OIL & GAS CORPORATION
SAVINGS INVESTMENT PLAN
Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1994
<TABLE>
<CAPTION>
PURCHASE SALES
------------------------- --------------------------------------- NET GAIN/
DESCRIPTION UNITS PRICE UNITS PRICE COST(1) (LOSS)(1)
- ------------------------------------ ----------- ------------ ----------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Single Transactions:
None -- $ -- -- $ -- $ -- $ --
Series of Transactions:
Fidelity Magellan Fund 21,403 1,458,582 9,382 637,048 627,994 9,054
Fidelity Asset Manager Growth Fund 55,949 777,087 12,405 169,850 174,748 (4,898)
Fidelity Money Market Trust:
Retirement Money Market
Portfolio 917,857 917,857 770,412 770,412 770,412 --
Fidelity U.S. Bond Index Portfolio 41,343 429,356 38,770 402,443 416,753 (14,310)
</TABLE>
------------------------------------------------------------------
(1) Cost and net gain/(loss) on sale transactions is based on average cost.
All other required information which is not presented here has been omitted for
the reason that such information is not applicable or can be obtained from
information found elsewhere in the financial statements.
F-15
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements
on Form S-8 of Cabot Oil & Gas Corporation filed with the Securities and
Exchange Commission on June 23, 1990, November 1, 1993 and May 20, 1994 of our
report dated June 23, 1995 on our audits of the financial statements and
supplemental schedules of the Cabot Oil & Gas Corporation Savings Investment
Plan as of December 31, 1994 and 1993, and for the year ended December 31, 1994,
which report is included in this Annual Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
Houston, Texas
June 28, 1995
