SNYDER OIL CORP
11-K, 1996-06-25
CRUDE PETROLEUM & NATURAL GAS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 11-K


(Mark One)

[X]      ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended         December 31, 1995
                          ------------------------------

                                       OR

[  ]     TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to
                              --------------------  -----------------

                         Commission file number 1-10509

A.       Full title of the plan and the address of the plan, if different
         from that of the issuer named below:

                              SNYDER OIL COPORATION
                         PROFIT SHARING AND SAVINGS PLAN

B.       Name of issuer of the securities held pursuant to the plan and the
         address of its principal executive office:

                             SNYDER OIL CORPORATION
                                 777 MAIN STREET
                             FORT WORTH, TEXAS 76102



<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Advisory Committee of the
Snyder Oil Corporation Profit Sharing and Savings Plan:

We have audited the  accompanying  statements  of net assets  available for plan
benefits of Snyder Oil Corporation  Profit Sharing and Savings Plan ("the Plan")
as of December 31, 1995 and 1994,  and the related  statements of changes in net
assets  available for plan benefits for the years ended December 31, 1995, 1994,
and 1993. These financial statements and the schedules referred to below are the
responsibility  of the Plan's  management.  Our  responsibility is to express an
opinion on these financial statements and schedules 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, 1995 and 1994,  and the changes in its net assets  available for
plan  benefits  for the years  ended  December  31,  1995,  1994,  and 1993,  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  schedule of assets held
for investment  purposes  (Schedule I) and  supplemental  schedule of reportable
transactions (Schedule II) are presented for purposes of additional analysis and
are not a required part of the basic financial  statements but are supplementary
information  required  by the  Department  of Labor  Rules and  Regulations  for
Reporting and Disclosure  under the Employee  Retirement  Income Security Act of
1974. The Fund  Information  in the statements of net assets  available for plan
benefits and the statements 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  audits  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.

                                                      ARTHUR ANDERSEN LLP





Dallas, Texas,
    June 19, 1996



<PAGE>
<TABLE>

                                     SNYDER OIL CORPORATION PROFIT SHARING AND SAVINGS PLAN

                             STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION

                                                    AS OF DECEMBER 31, 1995
<CAPTION>

                                                          WELLS FARGO INSTITUTIONAL TRUST COMPANY
                                    --------------------------------------------------------------------------------------------
                                                                                   SHORT-
                                      ASSET       GROWTH   S & P 500    MONEY   INTERMEDIATE   SOCO    PARTICIPANT
                                    ALLOCATION    STOCK      STOCK     MARKET      TERM        STOCK      LOAN
                                      FUND         FUND       FUND      FUND       FUND        FUND       FUND         TOTAL
                                    ----------- ---------- ---------- ---------- ---------- ---------- ------------ ------------

<S>                                  <C>        <C>        <C>        <C>        <C>         <C>        <C>         <C>
ASSETS:
  Investments, at fair market value-
    Asset Allocation Fund            $4,206,471 $   -      $   -      $   -      $   -       $   -      $   -       $ 4,206,471
    Growth Stock Fund                    -       3,764,303     -          -          -           -          -         3,764,303
    S & P 500 Stock Fund                 -          -       2,552,758     -          -           -          -         2,552,758
    Money Market Fund                    -          -             -    1,267,440     -           -          -         1,267,440
    Short-Intermediate Term Fund         -          -             -       -       1,214,214      -          -         1,214,214
    Snyder Oil Corporation Stock Fund    -          -             -       -          -         576,461      -           576,461
    Participant loans                    -          -             -       -          -           -        226,518       226,518
                                     ---------- ---------- ---------- ---------- ---------- ---------- ----------  ------------

          Total assets                4,206,471  3,764,303  2,552,758  1,267,440  1,214,214    576,461    226,518    13,808,165
                                     ---------- ---------- ---------- ---------- ---------- ---------- ----------  ------------


NET ASSETS AVAILABLE
  FOR PLAN BENEFITS                  $4,206,471 $3,764,303 $2,552,758 $1,267,440 $1,214,214   $576,461   $226,518   $13,808,165
                                     ========== ========== ========== ========== ========== ========== ==========  ============
</TABLE>
                                       2

<PAGE>

<TABLE>


                                     SNYDER OIL CORPORATION PROFIT SHARING AND SAVINGS PLAN

                             STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION

                                                    AS OF DECEMBER 31, 1994

<CAPTION>
                                                            WELLS FARGO INSTITUTIONAL TRUST COMPANY
                                     --------------------------------------------------------------------------------------------
                                                                                     SHORT-
                                        ASSET        GROWTH   S & P 500    MONEY   INTERMEDIATE  SOCO    PARTICIPANT
                                      ALLOCATION     STOCK      STOCK      MARKET     TERM       STOCK      LOAN
                                         FUND        FUND       FUND        FUND      FUND       FUND       FUND         TOTAL
                                      ----------  ---------- ---------- ---------- -----------  --------  ----------  -----------
<S>                                   <C>         <C>        <C>        <C>        <C>          <C>       <C>         <C>
ASSETS:
  Investments, at fair market value-
    Asset Allocation Fund             $3,196,697  $   -      $   -      $   -      $   -        $  -      $  -        $ 3,196,697
    Growth Stock Fund                     -        2,411,711     -          -          -           -         -          2,411,711
    S & P 500 Stock Fund                  -           -       1,669,067     -          -           -         -          1,669,067
    Money Market Fund                     -           -          -       1,100,547     -           -         -          1,100,547
    Short-Intermediate Term Fund          -           -          -          -       1,015,670      -         -          1,015,670
    Snyder Oil Corporation Stock Fund     -           -          -          -          -         618,905     -            618,905
    Participant loans                     -           -          -          -          -           -       147,197        147,197
                                       ---------- ---------- ---------- ---------- ----------   --------  --------   ------------

          Total assets                  3,196,697  2,411,711  1,669,067  1,100,547  1,015,670    618,905   147,197     10,159,794
                                       ---------- ---------- ---------- ---------- ----------   --------  --------   ------------


NET ASSETS AVAILABLE
  FOR PLAN BENEFITS                    $3,196,697 $2,411,711 $1,669,067 $1,100,547 $1,015,670   $618,905  $147,197    $10,159,794
                                       ========== ========== ========== ========== ==========   ========  ========   ============

</TABLE>

                                       3
<PAGE>

<TABLE>
                                    SNYDER OIL CORPORATION PROFIT SHARING AND SAVINGS PLAN

                      STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION

                                              FOR THE YEAR ENDED DECEMBER 31, 1995
<CAPTION>

                                                            WELLS FARGO INSTITUTIONAL TRUST COMPANY
                                    ---------------------------------------------------------------------------------------------
                                                                                      SHORT-
                                       ASSET       GROWTH      S & P 500   MONEY   INTERMEDIATE  SOCO    PARTICIPANT
                                    ALLOCATION     STOCK         STOCK     MARKET      TERM     STOCK        LOAN
                                       FUND         FUND         FUND       FUND       FUND      FUND        FUND       TOTAL
                                    ----------  -----------   ---------  ---------  ---------  ---------  ---------  ------------
<S>                                 <C>         <C>           <C>        <C>        <C>        <C>        <C>        <C>
ADDITIONS TO NET ASSETS
  ATTRIBUTED TO:
    Investment income-
      Interest and dividend income  $    -      $    -        $    -     $  46,048  $    -     $   -      $ $17,391  $    63,439
      Net realized and unrealized
        appreciation (depreciation)
        in fair value of investments   926,958     932,199      641,778     21,335     149,850  (111,928)      -       2,560,192
                                    ----------  ----------   ----------  ---------  ----------  --------  ---------  -----------

                                       926,958     932,199      641,778     67,383     149,850  (111,928)    17,391    2,623,631
                                    ----------  ----------   ----------  ---------  ----------  --------  ---------  -----------

    Contributions
      Employer                         257,215     278,031      162,975    128,958     100,859   108,962       -       1,037,000
      Participants                     377,737     370,329      245,174    195,663     160,793   181,274       -       1,530,970
                                    ----------  ----------   ----------  ---------  ----------  --------  ---------  -----------

                                       634,952     648,360      408,149    324,621     261,652   290,236       -       2,567,970
                                    ----------  ----------   ----------  ---------  ----------  --------  ---------  -----------

          Total additions            1,561,910   1,580,559    1,049,927    392,004     411,502   178,308     17,391    5,191,601
                                    ----------  ----------   ----------  ---------  ----------  --------  ---------  -----------


DEDUCTIONS FROM NET ASSETS
  ATTRIBUTED TO:
    Distributions to participants      434,773     377,414     298,479     191,066      78,086   102,409     61,003    1,543,230
                                    ----------  ----------  ----------  ----------  ----------  --------  ---------  -----------

          Total deductions             434,773     377,414     298,479     191,066      78,086   102,409     61,003    1,543,230
                                    ----------  ----------  ----------  ----------  ----------  --------  ---------  -----------

NET INCREASE (DECREASE)
  IN NET ASSETS AVAILABLE
  FOR PLAN BENEFITS                  1,127,137   1,203,145     751,448     200,938     333,416    75,899    (43,612)   3,648,371

TRANSFERS BETWEEN FUNDS               (117,363)    149,447     132,243     (34,045)   (134,872) (118,343)   122,933       -

NET ASSETS AVAILABLE FOR PLAN
  BENEFITS, BEGINNING OF YEAR        3,196,697   2,411,711   1,669,067   1,100,547   1,015,670   618,905    147,197   10,159,794
                                    ----------  ----------  ----------  ----------  ----------  --------  ---------  -----------
NET ASSETS AVAILABLE FOR PLAN
  BENEFITS, END OF YEAR             $4,206,471  $3,764,303  $2,552,758  $1,267,440  $1,214,214  $576,461  $ 226,518  $13,808,165
                                    ==========  ==========  ==========  ==========  ==========  ========  =========  ===========

</TABLE>


                                       4
<PAGE>
<TABLE>

                                       SNYDER OIL CORPORATION PROFIT SHARING AND SAVINGS PLAN

                         STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION

                                                  FOR THE YEAR ENDED DECEMBER 31, 1994
<CAPTION>
                                                          WELLS FARGO INSTITUTIONAL TRUST COMPANY
                                     --------------------------------------------------------------------------------------------
                                                                                      SHORT-
                                        ASSET     GROWTH     S & P 500    MONEY    INTERMEDIATE    SOCO    PARTICIPANT
                                     ALLOCATION   STOCK        STOCK      MARKET       TERM        STOCK     LOAN
                                        FUND       FUND         FUND       FUND        FUND         FUND     FUND        TOTAL
                                     ----------  ----------  ----------  ----------  ----------  --------  ---------   ----------
<S>                                  <C>         <C>         <C>         <C>         <C>         <C>       <C>         <C>
ADDITIONS TO NET ASSETS
  ATTRIBUTED TO:
    Investment income-
      Interest and dividend income   $    -      $    -      $   -       $   28,137  $    -      $   -     $ 10,211    $   38,348
      Net realized and unrealized
        appreciation (depreciation)
        in fair value of investments    (86,024)     42,035      14,764       -         (34,501) (106,017)    -          (169,743)
                                     ----------  ----------  ----------  ----------  ----------  --------  --------   -----------

                                        (86,024)     42,035      14,764      28,137     (34,501) (106,017)   10,211      (131,395)
                                     ----------  ----------  ----------  ----------  ----------  --------  --------   -----------


    Contributions
      Employer                          244,205     200,307     139,995     102,181      97,820   115,492     -           900,000
      Participants                      380,703     327,430     237,938     153,606     144,897   217,527     -         1,462,101
                                     ----------  ----------  ----------  ----------  ----------  --------  --------   -----------

                                        624,908     527,737     377,933     255,787     242,717   333,019     -         2,362,101
                                     ----------  ----------  ----------  ----------  ----------  --------  --------   -----------

         Total additions                538,884     569,772     392,697     283,924     208,216   227,002    10,211     2,230,706
                                     ----------  ----------  ----------  ----------  ----------  --------  --------   -----------


DEDUCTIONS FROM NET ASSETS
  ATTRIBUTED TO:
    Distributions to participants        77,053      17,880     153,223     162,139     215,444    41,791     7,661       675,191
                                     ----------  ----------  ----------  ----------  ----------  --------  --------   -----------

         Total deductions                77,053      17,880     153,223     162,139     215,444    41,791     7,661       675,191
                                     ----------  ----------  ----------  ----------  ----------  --------  --------   -----------

NET INCREASE (DECREASE)
  IN NET ASSETS AVAILABLE
  FOR PLAN BENEFITS                     461,831     551,892     239,474     121,785      (7,228)  185,211     2,550     1,555,515

TRANSFERS BETWEEN FUNDS                (214,017)     98,411     (12,495)    566,770    (266,966) (215,603)   43,900        -

NET ASSETS AVAILABLE FOR PLAN
  BENEFITS, BEGINNING OF YEAR         2,948,883   1,761,408   1,442,088     411,992   1,289,864   649,297   100,747     8,604,279
                                     ----------  ----------  ----------  ----------  ----------  --------  --------   -----------

NET ASSETS AVAILABLE FOR PLAN
  BENEFITS, END OF YEAR              $3,196,697  $2,411,711  $1,669,067  $1,100,547  $1,015,670  $618,905  $147,197   $10,159,794
                                     ==========  ==========  ==========  ==========  ==========  ========  ========   ===========

</TABLE>

                                       5

<PAGE><TABLE>
                                       SNYDER OIL CORPORATION PROFIT SHARING AND SAVINGS PLAN

                          STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION

                                                      FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
                                                              NATIONSBANK TRUST
                                         ---------------------------------------------------------
                                                       Index       Money       SOCO    Participant
                                            Bond       Equity      Market      Stock      Loan
                                            Fund        Fund        Fund       Fund       Fund
                                         ----------  ----------  ----------  --------  -----------
<S>                                      <C>         <C>         <C>         <C>       <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
    Investment income-
      Interest and dividend income       $  130,916  $    8,893  $   30,542  $  5,936  $    5,951
      Net realized and unrealized
        appreciation (depreciation)
        in fair value of investments         74,323     150,150       -       440,670       -
                                         ----------  ----------  ----------  --------  ----------
                                            205,239     159,043      30,542   446,606       5,951
    Contributions                        ----------  ----------  ----------  --------  ----------
      Employer                                -           -           -         -           -
      Participants                          244,352     283,388     120,600    88,830       -
                                         ----------  ----------  ----------  --------  ----------
                                            244,352     283,388     120,600    88,830       -
                                         ----------  ----------  ----------  --------  ----------
         Total additions                    449,591     442,431     151,142   535,436       5,951
                                         ----------  ----------  ----------  --------  ----------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
   Distributions to participants            251,667     262,790     176,185    98,757       -
                                         ----------  ----------  ----------  --------  ----------
         Total deductions                   251,667     262,790     176,185    98,757       -
                                         ----------  ----------  ----------  --------  ----------
NET INCREASE (DECREASE) IN NET ASSETS
  AVAILABLE FOR PLAN BENEFITS               197,924     179,641     (25,043)  436,679       5,951

TRANSFERS BETWEEN FUNDS                  (3,203,984) (2,216,229) (1,252,036) (724,094)   (111,651)

NET ASSETS AVAILABLE FOR PLAN
  BENEFITS, beginning of year             3,006,060   2,036,588   1,277,079   287,415     105,700
                                         ----------  ----------  ----------  --------  ----------
NET ASSETS AVAILABLE FOR PLAN
  BENEFITS, end of year                  $   -       $   -       $   -       $   -     $   -
                                         ==========  ==========  ==========  ========  ==========
<CAPTION>
                                                               WELLS FARGO INSTITUTIONAL TRUST COMPANY
                                         -----------------------------------------------------------------------------------------
                                                                                          Short-
                                            Asset      Growth    S & P 500    Money    Intermediate  SOCO   Participant
                                         Allocation     Stock     Stock       Market      Term       Stock     Loan
                                            Fund        Fund      Fund         Fund       Fund       Fund      Fund       Total
                                         ----------  ----------  ----------  --------  ----------  --------  --------   ----------
<S>                                      <C>         <C>         <C>         <C>       <C>         <C>       <C>        <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
    Investment income-
      Interest and dividend income       $    4,496  $    2,686  $    2,199  $  7,257  $    1,967  $    990  $  2,126   $  203,959
      Net realized and unrealized
        appreciation (depreciation)
        in fair value of investments        (27,648)     30,565      57,895     -           6,504  (109,779)    -          622,680
                                         ----------  ----------  ----------  --------  ----------  --------  --------   ----------
                                            (23,152)     33,251      60,094     7,257       8,471  (108,789)    2,126      826,639
    Contributions                        ----------  ----------  ----------  --------  ----------  --------  --------   ----------
      Employer                              300,944     195,073     138,151    80,898     107,465   102,469     -          925,000
      Participants                           54,286      42,089      27,047    21,093      20,872    26,640     -          929,197
                                         ----------  ----------  ----------  --------  ----------  --------  --------   ----------
                                            355,230     237,162     165,198   101,991     128,337   129,109     -        1,854,197
                                         ---------- -----------  ----------  --------  ----------  --------  --------   ----------
         Total additions                    332,078     270,413     225,292   109,248     136,808    20,320     2,126    2,680,836
                                         ----------  ----------  ----------  --------  ----------  --------  --------   ----------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
    Distributions to participants            -           -           -          -          -          -         -          789,399
                                         ----------  ----------  ----------  --------  ----------  --------  --------   ----------
         Total deductions                    -           -           -          -          -          -         -          789,399
                                         ----------  ----------  ----------  --------  ----------  --------  --------   ----------
NET INCREASE (DECREASE)IN NET ASSETS
  AVAILABLE FOR PLAN BENEFITS               332,078     270,413     225,292   109,248     136,808    20,320     2,126    1,891,437

TRANSFERS BETWEEN FUNDS                   2,616,805   1,490,995   1,216,796   302,744   1,153,056   628,977    98,621       -

NET ASSETS AVAILABLE FOR PLAN
  BENEFITS, beginning of year                -           -           -          -          -          -         -        6,712,842
                                         ----------  ----------  ----------  --------  ----------  --------  --------   ----------
NET ASSETS AVAILABLE FOR PLAN
  BENEFITS, end of year                  $2,948,883  $1,761,408  $1,442,088  $411,992  $1,289,864  $649,297  $100,747   $8,604,279
                                         ==========  ==========  ==========  ========  ==========  ========  ========   ==========

</TABLE>

                                       6

<PAGE>

             SNYDER OIL CORPORATION PROFIT SHARING AND SAVINGS PLAN

                          NOTES TO FINANCIAL STATEMENTS


(1)    DESCRIPTION OF THE PLAN

The  following  description  of the Snyder Oil  Corporation  Profit  Sharing and
Savings Plan (the "Plan") provides only general information. Participants should
refer  to the Plan  agreement  for a more  complete  description  of the  Plan's
provisions.

GENERAL

The Plan is a defined  contribution  profit  sharing  and  401(k)  savings  plan
adopted on January 1, 1983, for the benefit of eligible  employees of Snyder Oil
Corporation  (the "Employer") who may elect to participate in the Plan. The Plan
is  administered by the Plan's  advisory  committee  composed of three employees
approved by the  Employer's  Board of Directors.  Employees  become  eligible to
participate  in the Plan on an entry date at least  four  months  following  the
later of the date the employee  first performs an hour of service or attains age
18. The entry  dates for the Plan are  January 1 and July 1. The Plan is subject
to the  provisions  of the  Employee  Retirement  Income  Security  Act of  1974
(ERISA).

On  October  4,  1993,   all  Plan  assets  were   transferred  to  Wells  Fargo
Institutional  Trust  Company  who became the  trustee of the Plan.  Immediately
prior to this date,  NationsBank  Trust  served as the  trustee of the Plan.  In
April 1996, the Employer adopted Amendment No. 2 to the Plan which,  among other
things, named BZW Barclays Global Investors N.A. as the trustee of the Plan upon
their acquisition of Wells Fargo Institutional Trust Company.

The Plan allows participants various investment options in which to invest their
individual and Employer contribution accounts. Investment income is allocated to
participants  based upon the ratio of their  participant  account balance to the
total participants' accounts in a manner defined by the Plan agreement.

FORFEITURES

The  nonvested  amounts in a  participant's  Employer  contribution  account are
forfeited to the Plan upon  termination.  Such  forfeitures are allocated to the
remaining participants based upon annual compensation in a manner defined by the
Plan agreement to the Plan.

PARTICIPANT CONTRIBUTIONS

     Subject to certain  maximum  limitations  imposed by the  Internal  Revenue
Code, a participant  may elect to contribute to the Plan up to 15% of his or her
annual pretax compensation.  A participant may change the applicable  percentage

                                        7
<PAGE> 

or completely suspend his or her contributions in accordance with Plan policies.
The Plan also allows employees to "rollover"  contributions  that have been made
to another qualified plan to the Plan.

EMPLOYER CONTRIBUTIONS

Employer  contributions to the Plan are entirely discretionary and determined on
an annual basis by the Board of Directors.  Employer contributions are allocated
to participants  based upon annual  compensation in a manner defined by the Plan
agreement.

VESTING

Participants  are fully  vested at all  times in their  individual  contribution
accounts.  Vesting  in  Employer  contribution  accounts  is  based  on years of
service.  A participant is 40% vested after two years, 80% after three years and
100% after four or more years of service. In addition,  participants also become
fully vested in their  Employer  contribution  accounts upon  retirement,  at or
after age 55, or upon death or total disability of the participant.

DISTRIBUTIONS

Distribution of the participant's entire account becomes due upon retirement, at
or after age 55, or upon death or total disability. Such account balances may be
distributed either in a lump-sum  distribution or in installments,  as described
in the Plan agreement. Participants are entitled to receive the balance of their
individual  contribution  account plus their vested  interest in their  Employer
contribution  account upon  termination  of  employment.  Participants  may make
hardship  withdrawals from their  individual  contribution  account,  subject to
certain restrictions.  Participants may also receive loans from the Plan secured
by the participant's account for up to 50% of their vested balance. Each loan is
evidenced  by a note  providing  for  repayment  over a maximum of 5 or 10 years
depending  on the  purpose  of the loan as  defined  by the Plan  agreement  and
providing for interest at a reasonable rate.

FEDERAL INCOME TAXES

The Plan received a determination letter from the Internal Revenue Service dated
May 9, 1995,  confirming  that the Plan,  as amended in October  1993, is exempt
from  federal  income  taxes under  Sections  401(a) and 501(a) of the  Internal
Revenue Code.

PLAN TERMINATION

     Although it has  expressed  no intention to do so, the Employer may suspend
or  discontinue  contributions  under  the Plan and has  reserved  the  right to
terminate  the Plan  subject  to  provisions  of ERISA.  In the event of full or
partial termination of the Plan,  participants will become fully vested in their

                                        8
<PAGE>

individual  and  Employer   contribution   accounts  and  will  be  entitled  to
distributions of their entire accounts according to the Plan document and ERISA.

(2)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GENERAL

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 plan  benefits  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the reported  amounts of additions  to and  deductions  from net
assets available for plan benefits during the reporting  period.  Actual results
could differ from those estimates.

The  accompanying  financial  statements  are  prepared on the accrual  basis of
accounting.

INVESTMENTS

The  Plan's  investments  are  held by  bank-administered  trust  funds  and are
recorded at fair market value as determined by market quotations.  Total cost of
investments  held by the Plan at December 31, 1995 and 1994, was $11,257,495 and
$10,147,447, respectively.

Individual  investments  with a fair value  greater  than 5% of total net assets
available for Plan benefits consisted of the following fair values:
<TABLE>
<CAPTION>

                                                       DECEMBER 31,
                                           ----------------------------------
                                               1995                   1994
                                           -----------            -----------
     <S>                                   <C>                    <C> 
     Asset Allocation Fund                 $ 4,206,471            $ 3,196,697
     Growth Stock Fund                       3,764,303              2,411,711
     S&P 500 Stock Fund                      2,552,758              1,669,067
     Money Market                            1,267,440              1,100,547
     Short-Intermediate Term Fund            1,214,214              1,015,670
     Snyder Oil Corporation Stock                *                    618,905

     * Represents less than 5% of total net assets available for Plan benefits.
</TABLE>>


                                        9

<PAGE>



The net realized and  unrealized  appreciation  (depreciation)  in fair value of
investments  included in the  statements of changes in net assets  available for
plan benefits with fund information for the years ended December 31, 1995, 1994,
and 1993 consisted of the following:
<TABLE>
<CAPTION>

                                                     NET APPRECIATION (DEPRECIATION)
                                                ----------------------------------------
                                                  1995            1994           1993
                                                ----------     ----------      ---------
       <S>                                      <C>            <C>             <C>  
       Marketable equity securities             $1,595,312     $   56,799      $ 238,610
       U.S. Government and corporate debt
            securities and bonds                   149,850        (34,501)        80,827
       Asset Allocation Fund                       926,958        (86,024)       (27,648)
       Snyder Oil Corporation stock               (111,928)      (106,017)       330,891
                                                -----------     ----------     ---------

            Net realized and unrealized
                 appreciation (depreciation)
                 in fair value of investments   $2,560,192      $(169,743)     $ 622,680
                                                ==========      =========      =========
</TABLE>

The Asset Allocation Fund invests in a changing mix of stocks,  bonds, and money
market  securities.  At December 31, 1995, the mix was 50% in equity securities,
30% in  money  markets,  and  20%  in  bonds.  From  the  financial  information
available,  it is not  possible to determine  the net  realized  and  unrealized
appreciation (depreciation) in each type of investment (i.e., stocks).

In accordance with Department of Labor  regulations,  realized gains (losses) on
plan  assets sold  during the year are  calculated  as the excess of sales price
over the fair value of the assets at the beginning of the plan year in which the
asset is sold.

COST OF ADMINISTRATION

The  Employer  has  paid  for  the  majority  of  the  expenses  related  to the
administration of the Plan, but is not obligated to do so. The Employer will not
require  reimbursement  for these  expenses.  Any such  expenses not paid by the
Employer shall be paid from the Plan assets.

                                       10


<PAGE>


DISTRIBUTIONS TO BE PAID

As  discussed  in Note 1,  participants  are  entitled to receive the balance of
their  individual  contribution  account  plus their  vested  interest  in their
Employer contribution account upon termination of employment.  However, if their
total vested balance exceeds $3,500 as defined in the Plan  agreement,  they may
elect to continue to invest it through the Plan.  Distributions  that terminated
employees are entitled to by fund at December 31, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>

                                                  1995              1994
                                               ----------        ----------
<S>                                            <C>               <C>        
     Asset Allocation Fund                     $  351,671        $   26,813
     S&P 500 Stock Fund                           280,840            17,320
     Short-Intermediate Term Fund                 275,603           130,093
     Growth Stock Fund                            240,145            23,280
     Money Market Fund                            145,736             8,204
     Snyder Oil Corporation Stock Fund             49,933            20,782
                                               ----------        ----------
                                               $1,343,928        $  226,492
                                               ==========        ==========
</TABLE>

Distributions  are deducted  from net assets  available  for plan  benefits when
paid. As such, no accrual is provided for distributions to be paid.

(3)    EXPLANATION OF DIFFERENCES BETWEEN THE FORM 5500 AND THE
       AUDITED FINANCIAL STATEMENTS

Benefits  payable in the amount of  $163,079  included on Form 5500 for the Plan
year ended  December 31, 1995  differed from the  corresponding  balances on the
audited  financial  statements.  The  differences  occurred due to the timing of
certain  accruals.  However,  the differences are, both  individually and in the
aggregate, immaterial to the financial statements taken as a whole.

                                       11
<PAGE>
<TABLE>
                                                                                            SCHEDULE I

                                   SNYDER OIL CORPORATION PROFIT SHARING AND SAVINGS PLAN

                                         ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS
                                                HELD FOR INVESTMENT PURPOSES

                                                   AS OF DECEMBER 31, 1995

                                                       EIN: 75-2306158
                                                      Plan Number: 001
<CAPTION>

   (a)                            (b)                                       (c)                       (d)             (e)
                              Identity of                              Description of                               Current
                            Issue, Borrower                              Investment                   Cost           Value
- ------------  --------------------------------------------    ----------------------------------   -----------    -----------
     <S>      <C>                                             <C>                                  <C>            <C>  
     *        Wells Fargo Institutional Trust Company         Asset Allocation Fund                 $3,370,421     $4,206,471
     *        Wells Fargo Institutional Trust Company         Growth Stock Fund                      2,909,323      3,764,303
     *        Wells Fargo Institutional Trust Company         S & P 500 Stock Fund                   1,971,570      2,552,758
     *        Wells Fargo Institutional Trust Company         Money Market Fund
                                                                 (average rate of return 4%)         1,267,440      1,267,440
     *        Wells Fargo Institutional Trust Company         Short-Intermediate Term Fund           1,083,822      1,214,214
     *        Snyder Oil Corporation                          Snyder Oil Corporation Stock
                                                                 Fund ($.01 par value)                 654,919        576,461
     *        Participant Loans                               Participant Loans
                                                                 (7% to 12% interest rates)             -             226,518
                                                                                                   -----------    -----------

                                                                                                   $11,257,495    $13,808,165
                                                                                                   ===========    ===========














                            This supplemental schedule lists assets held for investment purposes
                                at December 31, 1995, as required by the Department of Labor
                                     Rules and Regulations for Reporting and Disclosure.


*  Indicates each identified person/entity known to be a party-in-interest.

</TABLE>

                                       12

<PAGE>
<TABLE>
                                                                                 
                                                                                     SCHEDULE II

                           SNYDER OIL CORPORATION PROFIT SHARING AND SAVINGS PLAN

                        ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS

                                    FOR THE YEAR ENDED DECEMBER 31, 1995

                                              EIN: 75-2306158
                                              Plan Number: 001
<CAPTION>
        (a)               (b)                                                  (c)        (d)         (g)       (i)
    Identity of       Description           Description of     Number of     Purchase   Selling     Cost of   Net Gain
   Party Involved       of Assets            Transactions    Transactions     Price      Price       Asset    or (Loss)
   --------------     -----------           --------------   ------------   ---------   --------   --------   ---------
<S><C>           <C>                            <C>                <C>        <C>        <C>        <C>        <C>
INDIVIDUAL TRANSACTIONS:
   None in excess of 5% of the fair value of Plan assets at the beginning of the year.

SERIES OF TRANSACTIONS:
     Wells Fargo Institutional Trust Company-
                 Asset Allocation Fund          Purchases          63         $771,623   $   -      $771,623   $   -
                 Asset Allocation Fund          Sales              72             -       688,807    614,114     74,693

     Wells Fargo Institutional Trust Company-
                 Growth Stock Fund              Purchases          70          847,146       -       847,146       -
                 Growth Stock Fund              Sales              50             -       426,753    339,323     87,430

     Wells Fargo Institutional Trust Company-
                 S & P 500 Stock Fund           Purchases          76          630,911       -       630,911       -
                 S & P 500 Stock Fund           Sales              59             -       388,998    322,949     66,049

     Wells Fargo Institutional Trust Company-
                 Money Market Fund              Purchases          55          622,160       -       622,160       -
                 Money Market Fund              Sales              61             -       520,294    520,294       -

     Wells Fargo Institutional Trust Company-
                 Short-Intermediate Term Fund   Purchases          51          326,954       -       326,954       -
                 Short-Intermediate Term Fund   Sales              52              -      278,259    264,548     13,711

     Wells Fargo Institutional Trust Company-
                 Snyder Stock Fund              Purchases          48          293,960       -       293,960       -
                 Snyder Stock Fund              Sales              84             -       224,475    357,653   (133,178)






                 This schedule lists all individual transactions and series of transactions in excess of
                   5% of the fair value of Plan assets at the beginning of the year as required by the
                         Department of Labor Rules and Regulations for Reporting and Disclosure.

(e & f)  Do not apply as there are no Lease Rentals or Transaction Expenses.

(h)         The current value on the date of each transaction is equal to the purchase price or selling price respectively.

</TABLE>

                                       13

<PAGE>







                                   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 hereunto duly authorized.



                                             SNYDER OIL CORPORATION PROFIT
                                             SHARING AND SAVINGS PLAN



                                             By /s/ James H. Shonsey
                                             --------------------------------
                                             James H. Shonsey, Vice President
















June 24, 1996





                                  EXHIBIT 23.1





                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent  public  accountants,  we hereby consent to the  incorporation by
reference of our report dated June 19, 1996,  included in this Form 11-K for the
year ended December 31, 1995,  into Snyder Oil  Corporation's  previously  filed
Registration Statement No. 33-48213.





                                                  ARTHUR ANDERSEN LLP




Dallas, Texas
    June 19, 1996



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