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, 1996
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 (281) 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 27, 1997
-2-
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, 1996
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 Accountants
-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 27, 1997
-2-
<PAGE>
CABOT OIL & GAS CORPORATION
SAVINGS INVESTMENT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
WITH REPORT OF INDEPENDENT ACCOUNTANTS
AS OF DECEMBER 31, 1996 AND 1995
AND FOR THE YEAR ENDED DECEMBER 31, 1996
TABLE OF CONTENTS
PAGE
-----
Report of Independent Accountants F-2
Financial Statements:
Statement of Net Assets Available for Plan Benefits
as of December 31, 1996 and 1995 F-3
Statement of Changes in Net Assets Available for Plan
Benefits for the Year Ended December 31, 1996 F-4
Notes to Financial Statements F-6
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1996 F-15
Item 27d - Schedule of Reportable Transactions for the
Year ended December 31, 1996 F-16
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 statement of net assets available for plan
benefits of Cabot Oil & Gas Corporation Savings Investment Plan ("the Plan") as
of December 31, 1996 and 1995, and the related statement of changes in net
assets available for plan benefits for the year ended December 31, 1996. 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, 1996 and 1995, and the changes in net assets available for plan
benefits for the year ended December 31, 1996 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 plan 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 and fund information have been subjected to the auditing
procedures applied in the audit of the basic financial statements, 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 13, 1997
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,
------------------------------
1996 1995
---------- ----------
<S> <C> <C>
Investments, at Fair Market Value:
Participant Directed:
Fidelity Money Market Trust:
Retirement Money Market Portfolio $ 4,670,132 $ 3,437,324
Fidelity Magellan Fund 4,584,116 5,029,036
Fidelity U.S. Equity Index Portfolio 3,215,431 1,447,143
Fidelity U.S. Bond Index Portfolio 973,350 1,133,016
Fidelity Asset Manager Fund - 829,897
Fidelity Asset Manager Growth Fund - 1,063,120
Fidelity Asset Manager Income Fund - 346,289
Fidelity Growth & Income Portfolio 1,519,442 -
Fidelity Retirement Growth Fund 287,868 -
Fidelity Stock Selector 483,675 -
Participants Loans 712,891 651,139
Non-participant Directed:
Cabot Corporation Common Stock 4,024,036 4,792,992
Cabot Oil & Gas Corporation Common Stock 1,303,198 1,280,632
---------- ----------
Net Assets Available for Plan Benefits $ 21,774,139 $ 20,010,588
========== ==========
</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, 1996
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------------------------------
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 ........ $ 153,008 $ 224,090 $ 94,657 $ 36,803 $ 26,594 $ 47,191 $ 9,317
Employee contributions ........ 275,228 414,844 213,516 59,398 50,657 93,961 18,694
Interest income ............... 27,142 20,979 6,436 6,338 4,610 6,241 1,589
Dividend income ............... 186,839 806,351 67,878 69,453 14,659 -- 10,060
Net appreciation in fair market
value of investments ......... -- (277,540) 433,040 (40,114) 34,501 116,565 3,416
Other ......................... 128,031 140,291 59,362 15,562 10,393 25,521 1,615
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total additions ............. 770,248 1,329,015 874,889 147,440 141,414 289,479 44,691
---------- ---------- ---------- ---------- ---------- ---------- ----------
Deductions:
Distributions to participants . 455,105 339,956 85,726 141,940 69,278 75,521 44,985
Loan withdrawals and other .... 115,501 208,304 54,575 1,602 11,235 63,075 7,941
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total deductions ............ 570,606 548,260 140,301 143,542 80,513 138,596 52,926
---------- ---------- ---------- ---------- ---------- ---------- ----------
Interfund transfers, net ........ 1,033,166 (1,225,675) 1,033,700 (163,564) (890,798) (1,214,003) (338,054)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease) ..... 1,232,808 (444,920) 1,768,288 (159,666) (829,897) (1,063,120) (346,289)
Net assets available for plan benefits:
Beginning of year ............. 3,437,324 5,029,036 1,447,143 1,133,016 829,897 1,063,120 346,289
--------- --------- --------- --------- --------- --------- --------
End of year ................... $ 4,670,132 $ 4,584,116 $ 3,215,431 $ 973,350 $ -- $ -- $ --
========= ========= ========= ========= ========= ========= ========
</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, 1996
<TABLE>
<CAPTION>
Participant Directed Non-participant Directed
------------------------------------------------------- ---------------------------
Fidelity Fidelity Cabot
Growth and Retirement Fidelity Cabot Oil & Gas
Income Growth Stock Participant Corporation Corporation
Portfolio Fund Selector Loans Common Stock Common Stock Total
----------- ----------- ----------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Employer contributions ........ $ 15,062 $ 5,672 $ 9,325 $ -- $ -- $ 26,610 $ 648,329
Employee contributions ........ 29,596 10,663 18,121 -- -- 45,749 1,230,427
Interest income ............... 77 28 103 -- -- 1,074 74,617
Dividend income ............... 22,685 33,424 38,836 -- -- -- 1,250,185
Net appreciation in fair market
value of investments ......... 79,178 (18,280) 2,151 -- (270,970) 219,831 281,778
Other ......................... 8,900 2,022 3,513 (319,091) -- 2,021 78,140
--------- --------- --------- --------- --------- --------- ----------
Total additions ............. 155,498 33,529 72,049 (319,091) (270,970) 295,285 3,563,476
--------- --------- --------- --------- --------- --------- ----------
Deductions:
Distributions to participants . -- -- -- 65,164 427,910 69,882 1,775,467
Loan withdrawals and other .... 2,346 95 3,386 (446,007) -- 2,405 24,458
--------- --------- --------- --------- --------- --------- ----------
Total deductions ............ 2,346 95 3,386 (380,843) 427,910 72,287 1,799,925
--------- --------- --------- --------- --------- --------- ----------
Interfund transfers, net ........ 1,366,290 254,434 415,012 -- (70,076) (200,432) --
--------- --------- --------- --------- --------- --------- ----------
Net increase (decrease) ..... 1,519,442 287,868 483,675 61,752 (768,956) 22,566 1,763,551
Net assets available for plan benefits:
Beginning of year ............. -- -- -- 651,139 4,792,992 1,280,632 20,010,588
--------- --------- --------- --------- --------- --------- ----------
End of year ................... $ 1,519,442 $ 287,868 $ 483,675 $ 712,891 $ 4,024,036 $ 1,303,198 $21,774,139
========= ========= ========= ========= ========= ========= ==========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-5
<PAGE>
CABOT OIL & GAS CORPORATION SAVINGS INVESTMENT PLAN
Notes to the 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 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.
F-6
<PAGE>
1. Description of Plan, continued:
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 deductions, except for
employees residing in the state of Pennsylvania. Pennsylvania 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 under the Plan to the extent
and in the same manner as computed under 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 1993 to fully vest certain participants who were terminated due to a
reduction in workforce. The Plan was amended in 1996 to have any portion of an
eligible rollover distribution paid directly to an eligible retirement plan
specified by the distributee in a direct rollover. The Plan was further amended
in 1996 to limit loans to members who are active employees.
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. In July, 1996, the Plan management
terminated three Fidelity Asset Manager Funds which were performing below
expectations and selected three new Fidelity mutual funds. The three funds that
were selected by Plan management are the Fidelity Stock Selector, Fidelity
Retirement Growth Fund and the Fidelity Growth & Income Portfolio. The options
available at the end of the year were as follows:
The Fidelity Retirement Money Market Portfolio is 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.
The 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 other firms are
smaller or less well-known.
.
F-7
<PAGE>
1. Description of Plan, continued:
Investment Options and Other Elections, continued
The 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
primarily in common stocks of the 500 companies that make up the S&P 500 Index.
Dividends are reinvested automatically in participant accounts creating a
compounding effect on its value.
The 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.
The Fidelity Growth & Income Portfolio is a growth and income fund. It
seeks high total return through a combination of current income and capital
appreciation. It invests primarily in domestic and foreign stocks, focusing on
those that pay current dividends and offer potential growth of earnings, such as
common stocks, securities convertible into common stocks, preferred stocks and
fixed-income securities.
The Fidelity Retirement Growth Fund is a growth fund. It seeks long-term
capital appreciation by investing primarily in common stocks, although it can
invest in all types of securities. The Retirement Growth Fund was created
exclusively for tax-advantaged accounts, and the Fund therefore intends to
realize capital gains without regard to a shareholder's current tax liability.
The Fidelity Stock Selector is a growth fund. Using a computer-aided
quantitative approach, it seeks capital growth by investing in common domestic
and foreign stocks which are determined to be undervalued relative to their
industry's norms.
Cabot Oil & Gas Corporation Common Stock participants were allowed to
invest in COGC common stock effective the second quarter of 1994. Dividends paid
on COGC common stock are automatically reinvested in COGC common stock.
F-8
<PAGE>
1. Description of Plan, continued:
Investment Options and Other Elections, continued
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 70.5.
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
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
A 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 the participant was 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 employer 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.
F-9
<PAGE>
1. Description of Plan, continued
Withdrawals During Employment, continued
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 59.5 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 59.5. 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 1996 Plan year, it was 1% above the prime rate charged by COGC's principal
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.
F-10
<PAGE>
1. Description of Plan, continued:
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 in the fair market value of investments which consists of
realized gains or losses and the unrealized appreciation (depreciation) on those
investments.
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 1996.
F-11
<PAGE>
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of net assets available for
benefits at the date of the financial statements and the reported amounts of
changes in net assets available for benefits during the reporting period. Actual
results could differ from those estimates.
Risks and Uncertainties
The Plan provides for various investment options in any combination of
stocks and mutual funds. Investment securities are exposed to various risks,
such as market and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes
in the values of investment securities will occur in the near term and that such
changes could materially affect the amounts reported in the statement of net
assets available for plan benefits.
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. 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, be 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 and 1996, 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 being
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>
5. Party In Interest Transactions
The Plan invests in various Fidelity mutual funds and portfolios. These
investments are considered party in interest transactions because Fidelity
Management Trust Company serves as trustee of the Plan. The Plan management has
approved these investment options.
F-13
<PAGE>
SUPPLEMENTAL SCHEDULES
F-14
<PAGE>
CABOT OIL & GAS CORPORATION
SAVINGS INVESTMENT PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1996
<TABLE>
<CAPTION>
Current or
Description Units Held Cost* Fair Value
- --------------------------------------------------- ---------- ----------- -----------
<S> <C> <C> <C>
Fidelity Money Market Trust:
Retirement Money Market Portfolio ......... 4,670,132 $ 4,670,132 $ 4,670,132
Fidelity Magellan Fund ............................ 56,840 4,217,361 4,584,116
Fidelity U.S. Equity Index Portfolio .............. 119,311 2,482,416 3,215,431
Fidelity U.S. Bond Index Portfolio ................ 92,173 976,597 973,350
Fidelity Stock Selector Fund ...................... 20,280 481,985 483,675
Fidelity Retirement Growth Fund ................... 16,649 306,153 287,868
Fidelity Growth & Income Portfolio ................ 49,445 1,440,692 1,519,442
Cabot Corporation Common Stock .................... 160,161 1,149,675 4,024,036
Cabot Oil & Gas Corporation Common Stock .......... 76,099 999,104 1,303,198
Participant Loans (Interest rates range from
7.75% to 9.5%) ................................. 0 712,891
---------- ----------
$16,724,115 $21,774,139
========== ==========
</TABLE>
- ----------------
* Cost is based on average cost.
F-15
<PAGE>
CABOT OIL & GAS CORPORATION
SAVINGS INVESTMENT PLAN
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1996
<TABLE>
<CAPTION>
SALES
PURCHASE ------------------------- NET GAIN/
DESCRIPTION PRICE PRICE COST(1) (LOSS)(1)
- ------------------------------------- ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
Single Transactions:
None $ -- $ -- $ -- $ --
Series of Transactions:
Fidelity Magellan Fund 2,200,383 2,367,762 2,245,884 121,878
Fidelity Growth & Income Fund 1,457,991 17,727 17,299 428
Fidelity Asset Manager Fund 135,933 1,000,332 915,119 85,213
Fidelity Asset Manager Growth Fund 326,147 1,505,831 1,291,564 214,267
Fidelity Money Market Trust:
Retirement Money Market
Portfolio 2,300,804 1,067,996 1,067,996 --
Fidelity U.S. Equity Index Portfolio 1,559,861 224,613 178,320 46,293
</TABLE>
------------------------------------------------------------------
* Cost and net gain/(loss) on sale transactions is based on average cost.
All other required information which 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-16
<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 13, 1997 on our audits of the financial statements and
supplemental schedules of the Cabot Oil & Gas Corporation Savings Investment
Plan, as of December 31, 1996 and 1995, and for the year ended December 31,
1996, which report is included in this Annual Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
Houston, Texas
June 13, 1997
