UNITED STATES
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, 1997
-----------------------------------
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, 1997 and 1996, and the related statements of changes in net
assets available for plan benefits for the years ended December 31, 1997, 1996
and 1995. 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, 1997 and 1996, and the changes in its net assets available for
plan benefits for the years ended December 31, 1997, 1996 and 1995, 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 assets held
for investment purposes (Schedule I) and 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
Fort Worth, Texas,
June 10, 1998
<PAGE>
<TABLE>
SNYDER OIL CORPORATION PROFIT SHARING AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1997
<CAPTION>
Participant Directed
------------------------------------------------------------------------------------------
Short-
S & P 500 Growth Asset Money SOCO Intermediate International
Stock Stock Allocation Market Stock Term Equity
Fund Fund Fund Fund Fund Fund Fund
----------- ----------- ----------- ----------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair market value-
S&P 500 Stock Fund $ 5,364,795 $ - $ - $ - $ - $ - $ -
Growth Stock Fund - 5,050,851 - - - - -
Asset Allocation Fund - - 4,538,476 - - - -
Money Market Fund - - - 2,123,175 - - -
Snyder Oil Corporation Stock Fund - - - - 1,501,432 - -
Short-Intermediate Term Fund - - - - - 1,159,354 -
International Equity Fund - - - - - - 804,769
Patina Stock Fund - - - - - - -
Participant loans - - - - - - -
----------- ----------- ----------- ----------- ------------ ----------- -----------
Total assets 5,364,795 5,050,851 4,538,476 2,123,175 1,501,432 1,159,354 804,769
----------- ----------- ----------- ----------- ------------ ----------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ 5,364,795 $ 5,050,851 $ 4,538,476 $ 2,123,175 $ 1,501,432 $ 1,159,354 $ 804,769
=========== =========== =========== =========== =========== =========== ===========
<CAPTION>
-------------------------------------
Patina Participant
Stock Loan
Fund Fund Total
--------- ------------ -------------
<S> <C> <C> <C>
ASSETS:
Investments, at fair market value-
S&P 500 Stock Fund $ - $ - $ 5,364,795
Growth Stock Fund - - 5,050,851
Asset Allocation Fund - - 4,538,476
Money Market Fund - - 2,123,175
Snyder Oil Corporation Stock Fund - - 1,501,432
Short-Intermediate Term Fund - - 1,159,354
International Equity Fund - - 804,769
Patina Stock Fund 90,781 - 90,781
Participant loans - 316,157 316,157
-------- --------- -----------
Total assets 90,781 316,157 20,949,790
-------- --------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ 90,781 $ 316,157 $20,949,790
======== ========= ===========
The accompanying notes are an integral part of this financial statement
</TABLE>
2
<PAGE>
<TABLE>
SNYDER OIL CORPORATION PROFIT SHARING AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1996
<CAPTION>
Participant Directed
-----------------------------------------------------------------------------------------
Short-
S & P 500 Growth Asset Money SOCO Intermediate International
Stock Stock Allocation Market Stock Term Equity
Fund Fund Fund Fund Fund Fund Fund
----------- ----------- ----------- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair market value-
S & P 500 Fund $ 3,304,654 $ - $ - $ - $ - $ - $ -
Growth Stock Fund - 5,160,894 - - - - -
Asset Allocation Fund - - 3,807,673 - - - -
Money Market Fund - - - 1,615,225 - - -
Snyder Oil Corporation Stock Fund - - - - 1,502,269 - -
Short-Intermediate Term Fund - - - - - 1,329,346 -
International Equity Fund - - - - - - 831,744
Patina Stock Fund - - - - - - -
Participant loans - - - - - - -
----------- ----------- ----------- ----------- ------------ ----------- -----------
Total assets 3,304,654 5,160,894 3,807,673 1,615,225 1,502,269 1,329,346 831,744
----------- ----------- ----------- ----------- ------------ ----------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ 3,304,654 $ 5,160,894 $ 3,807,673 $ 1,615,225 $ 1,502,269 $ 1,329,346 $ 831,744
=========== =========== =========== =========== =========== =========== ===========
<CAPTION>
-------------------------------------
Patina Participant
Stock Loan
Fund Fund Total
--------- ------------ -------------
<S> <C> <C> <C>
ASSETS:
Investments, at fair market value-
S & P 500 Fund $ - $ - $ 3,304,654
Growth Stock Fund - - 5,160,894
Asset Allocation Fund - - 3,807,673
Money Market Fund - - 1,615,225
Snyder Oil Corporation Stock Fund - - 1,502,269
Short-Intermediate Term Fund - - 1,329,346
International Equity Fund - - 831,744
Patina Stock Fund 142,217 - 142,217
Participant loans - 274,081 274,081
-------- --------- -----------
Total assets 142,217 274,081 17,968,103
-------- --------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $142,217 $ 274,081 $17,968,103
======== ========= ===========
The accompanying notes are an integral part of this financial statement
</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, 1997
<CAPTION>
Participant Directed
-------------------------------------------------------------------------------------------
Short-
S & P 500 Growth Asset Money SOCO Intermediate International
Stock Stock Allocation Market Stock Term Equity
Fund Fund Fund Fund Fund Fund Fund
------------ ----------- ---------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment income-
Interest and dividend income $ - $ - $ - $ 103,076 $ - $ - $ -
Net realized and unrealized
appreciation (depreciation)in
fair market value of investments 1,139,609 229,961 816,245 - 103,146 83,402 1,507
---------- ---------- ---------- ---------- ---------- ---------- -----------
1,139,609 229,961 816,245 103,076 103,146 83,402 1,507
---------- ---------- ---------- ---------- ---------- ---------- -----------
Contributions
Employers 171,280 200,866 148,823 99,669 72,986 41,736 30,640
Participants 500,778 438,702 416,173 126,203 134,366 86,887 77,084
---------- ---------- ---------- ---------- ---------- ---------- -----------
672,058 639,568 564,996 225,872 207,352 128,623 107,724
---------- ---------- ---------- ---------- ---------- ---------- -----------
Total additions 1,811,667 869,529 1,381,241 328,948 310,498 212,025 109,231
---------- ---------- ---------- ---------- ---------- ---------- -----------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Distributions to participants 489,760 453,146 414,099 234,259 87,887 179,335 118,200
---------- ---------- ---------- ---------- ---------- ---------- -----------
Total deductions 489,760 453,146 414,099 234,259 87,887 179,335 118,200
---------- ---------- ---------- ---------- ---------- ---------- -----------
NET INCREASE (DECREASE)
IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS 1,321,907 416,383 967,142 94,689 222,611 32,690 (8,969)
TRANSFERS BETWEEN FUNDS 738,234 (526,426) (236,339) 413,261 (223,448) (202,682) (18,006)
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 3,304,654 5,160,894 3,807,673 1,615,225 1,502,269 1,329,346 831,744
---------- ---------- ---------- ---------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $5,364,795 $5,050,851 $4,538,476 $2,123,175 $1,501,432 $1,159,354 $ 804,769
========== ========== ========== ========== ========== ========== ===========
<CAPTION>
--------------------------------------
Patina Participant
Stock Loan
Fund Fund Total
------------ ----------- -----------
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment income-
Interest and dividend income $ - $ 34,435 $ 137,511
Net realized and unrealized
appreciation (depreciation in
fair market value of investments (21,129) - 2,352,741
----------- ---------- -----------
(21,129) 34,435 2,490,252
----------- ---------- -----------
Contributions
Employers - - 766,000
Participants - - 1,780,193
----------- ---------- -----------
- - 2,546,193
----------- ---------- -----------
(21,129) 34,435 5,036,445
----------- ---------- -----------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Distributions to participants 5,231 72,841 2,054,758
----------- ---------- -----------
Total deductions 5,231 72,841 2,054,758
----------- ---------- -----------
NET INCREASE (DECREASE)
IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS (26,360) (38,406) 2,981,687
TRANSFERS BETWEEN FUNDS (25,076) 80,482 -
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 142,217 274,081 17,968,103
----------- ---------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $ 90,781 $ 316,157 $20,949,790
=========== ========== ===========
The accompanying notes are an integral part of this financial statement.
</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, 1996
<CAPTION>
Participant Directed
-------------------------------------------------------------------------------------------
Short-
S & P 500 Growth Asset Money SOCO Intermediate International
Stock Stock Allocation Market Stock Term Equity
Fund Fund Fund Fund Fund Fund Fund
------------ ----------- ---------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment income-
Interest and dividend income $ - $ - $ - $ 70,230 $ - $ - $ -
Net realized and unrealized
appreciation (depreciation)in
fair market value of investments 586 317 533,200 385,073 - 530,358 30,110 14,399
---------- ---------- ---------- ---------- ---------- ---------- -----------
586,317 533,200 385,073 70,230 530,358 30,110 14,399
---------- ---------- ---------- ---------- ---------- ---------- -----------
Contributions
Employers 230,266 333,766 223,038 149,668 79,129 97,993 57,140
Participants 253,691 350,393 267,045 205,031 111,913 102,585 25,291
Transfer of Plan Assets 139,244 696,351 167,976 100,916 - 51,121 69,114
---------- ---------- ---------- ---------- ---------- ---------- -----------
623,201 1,380,510 658,059 455,615 191,042 251,699 151,545
---------- ---------- ---------- ---------- ---------- ---------- -----------
Total additions 1,209,518 1,913,710 1,043,132 525,845 721,400 281,809 165,944
---------- ---------- ---------- ---------- ---------- ---------- -----------
DEDUCTIONS FROM NET ASSET
ATTRIBUTED TO:
Distributions to participants 291,825 457,557 339,110 542,771 91,820 140,684 5,586
---------- ---------- ---------- ---------- ---------- ---------- -----------
Total deductions 291,825 457,557 339,110 542,771 91,820 140,684 5,586
---------- ---------- ---------- ---------- ---------- ---------- -----------
NET INCREASE (DECREASE)
IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS 917,693 1,456,153 704,022 (16,926) 629,580 141,125 160,358
TRANSFERS BETWEEN FUNDS (165,797) (59,562) (1,102,820) 364,711 296,228 (25,993) 671,386
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 2,552,758 3,764,303 4,206,471 1,267,440 576,461 1,214,214 -
---------- ---------- ---------- ---------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $3,304,654 $5,160,894 $3,807,673 $1,615,225 $1,502,269 $1,329,346 $ 831,744
========== ========== ========== ========== ========== ========== ===========
<CAPTION>
--------------------------------------
Patina Participant
Stock Loan
Fund Fund Total
------------ ----------- -----------
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment income-
Interest and dividend income $ - $ 28,589 $ 98,819
Net realized and unrealized
appreciation (depreciation)in
fair market value of investments 38,518 - 2,117,975
----------- ---------- -----------
38,518 28,589 2,216,794
----------- ---------- -----------
Contributions
Employers - - 1,171,000
Participants - - 1,315,949
Transfer of Plan Assets 106,191 36,934 1,367,847
----------- ---------- -----------
106,191 36,934 3,854,796
----------- ---------- -----------
144,709 65,523 6,071,590
----------- ---------- -----------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Distributions to participants 2,492 39,807 1,911,652
----------- ---------- -----------
Total deductions 2,492 39,807 1,911,652
----------- ---------- -----------
NET INCREASE (DECREASE)
IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS 142,217 25,716 4,159,938
TRANSFERS BETWEEN FUNDS - 21,847 -
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year - 226,518 13,808,165
----------- ---------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $ 142,217 $ 274,081 $17,968,103
=========== ========== ===========
The accompanying notes are an integral part of this financial statement.
</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, 1995
<CAPTION>
Participant Directed
--------------------------------------------------------------------------------
Short-
S & P 500 Growth Asset Money SOCO Intermediate Participant
Stock Stock Allocation Market Stock Term 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 market value of investments 641,778 932,199 926,958 21,335 (111,928) 149,850 - 2,560,192
---------- ---------- ---------- --------- --------- ------------ ----------- -----------
641,778 932,199 926,958 67,383 (111,928) 149,850 17,391 2,560,192
---------- ---------- ---------- --------- --------- ------------ ----------- -----------
Contributions
Employers 162,975 278,031 257,215 128,958 108,962 100,859 - 1,037,000
Participants 245,174 370,329 377,737 195,663 181,274 160,793 - 1,530,970
---------- ---------- ---------- --------- --------- ------------ ----------- -----------
408,149 648,360 634,952 324,621 290,236 261,652 - 2,567,970
---------- ---------- ---------- --------- --------- ------------ ----------- -----------
Total additions 1,049,927 1,580,559 1,561,910 392,004 178,308 411,502 17,391 5,128,162
---------- ---------- ---------- --------- --------- ------------ ----------- -----------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Distributions to participants 298,479 377,414 434,773 191,066 102,409 78,086 61,003 1,543,230
---------- ---------- ---------- --------- --------- ------------ ----------- -----------
Total deductions 298,479 377,414 434,773 191,066 102,409 78,086 61,003 1,543,230
---------- ---------- ---------- --------- --------- ------------ ----------- -----------
NET INCREASE (DECREASE)
IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS 751,448 1,203,145 1,127,137 200,938 75,899 333,416 (43,612) 3,648,371
TRANSFERS BETWEEN FUNDS 132,243 149,447 (117,363) (34,045) (118,343) (134,872) 122,933 -
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 1,669,067 2,411,711 3,196,697 1,100,547 618,905 1,015,670 147,197 10,159,794
---------- ---------- ---------- --------- --------- ------------ ----------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $2,552,758 $3,764,303 $4,206,471 $1,267,440 $576,461 $1,214,214 $226,518 $13,808,165
========== ========== ========== ========= ========= ============ =========== ===========
The accompanying notes are an integral part of this financial statement.
</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 ("SOCO"). In 1996, the Plan was amended to allow for more than one
employer in anticipation of an additional employer, Patina Oil and Gas
Corporation ("Patina"), adopting the Plan (collectively, the "Employer").
Patina, a 74% owned SOCO affiliate and the successor entity to Gerrity Oil and
Gas Corporation, adopted the Plan for the benefit of its eligible employees who
may elect to participate in the Plan. Effective August 16, 1996, the Gerrity Oil
and Gas Corporation 401(k) plan assets, originally effective January 13, 1992,
were merged into the Plan. The Plan is administered by the Plan's advisory
committee composed of three employees approved by the SOCO Board of Directors.
Employees become eligible to participate in the Plan on the first entry date
after the employee attains age 18 and completes four months of service. 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).
Prior to 1996, SOCO owned stock of DelMar Petroleum, Inc. ("DelMar"). During
1996, SOCO acquired the remaining outstanding stock of DelMar. Effective October
31, 1996, the asets of DelMar 401(k), which was originally established January
13, 1992, were merged into the Plan.
In October 1997, SOCO sold its interest in Patina. As such, in January 1998 plan
assets of $4.3 million attributable to Patina employees was transferred out of
the Plan to a separate plan that will be administered by Patina.
Prior to April 1996, Wells Fargo Institutional Trust Company served as the
Trustee of the Plan. In April 1996, Amendment No. 2 to the Plan was adopted
which, among other things, named Barclays Global Investors ("the Trustee") as
the Trustee of the Plan upon their acquisition of Wells Fargo Institutional
Trust Company. Effective January 1998, SOCO designated Merrill Lynch Trust
Company as the Trustee of the Plan upon their acquisition of Barclays Global
Investors.
The Plan allows participants several investment options in which to invest their
individual and employer contribution accounts which can be changed at anytime
throughout the year. 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.
7
<PAGE>
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 or
completely suspend his or her annual contributions effective with any plan entry
date in accordance with Plan. The Plan also allows employees to "rollover"
contributions from another qualified plan to the Plan.
Employer Contributions
- ----------------------
Employer contributions to the Plan are entirely discretionary and determined on
an annual basis independently by each of SOCO and Patina's Board of Directors.
Employer contributions are allocated to participants of SOCO and Patina
independently 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 reaching their normal
retirement date as defined by the Plan, or upon death or total disability of the
participant.
Investment Options
- ------------------
Upon enrollment in the Plan, a participant may direct employee contributions in
any of the investment options.
a. Money Market Fund.
------------------ Invests in high-quality securities maturing in 13
months or less. Has low volatility and low earnings potential.
b. Short-Intermediate Term Fund.
------------------------------ Invests in government and corporate bonds
maturing in an average of two to five years. Aims to outperform the
Lehman Brothers Intermediate Government/Corporate Bond Index before fees
and expenses.
c. Asset Allocation Fund.
------------------------ Invests in a changing mix of stocks, bonds and
money market securities. Aims for a high level of total return over the
long term, consistent with reasonable risk.
d. S&P 500 Stock Fund.
------------------- Invests in the companies included in the Standard &
Poor's 500 Index. Aims to match the returns of that Index before fees and
expenses.
e. Growth Stock Fund.
-------------------- Invests in the stocks of small and medium-sized
companies that the fund manager believes have potential for above-average
long-term capital appreciation. Strong earnings potential accompanied by
strong volatility potential.
8
<PAGE>
f. Snyder Oil Stock Fund.
---------------------- Invests in Snyder Oil Corporation Stock.
g. International Equity Fund.
--------------------------- Invests in stocks of large companies in up to
20 countries, including Japan, the United Kingdom, and Germany. The fund
return tracks the European Australia Far East (EAFE) Index and may
fluctuate significantly in response to changes in currency rates as well
as the factors that affect stock funds generally.
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 of SOCO or Patina based upon annual compensation in a
manner defined by the Plan agreement. These forfeitures do not reduce the
Employer contribution.
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.
Loans
- -----
Participants may borrow from their fund accounts a minimum of $1,000 and a
maximum equal to the lesser of $50,000 or 50 percent of their vested account
balance. Loan transactions are treated as a transfer to (from) the investment
funds to the Participant loan fund. Loan terms range from one to five years or
up to ten years for the purchase of a primary residence. The loans are secured
by the balance in the Participant's account and bear interest at a rate
commensurate with local prevailing rates determined from time to time by the
Plan administrator. Interest rates range from 9% to 12%. Principal and interest
are paid through monthly payroll deductions.
Federal Income Taxes
- --------------------
The Internal Revenue Service has determined and informed the Company by a letter
dated October 28, 1997 that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code.
Plan Termination
- ----------------
Although it has expressed no intention to do so, the Employers may suspend or
discontinue contributions under the Plan and have 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
individual and Employer contribution accounts and will be entitled to
distributions of their entire accounts according to the Plan document and ERISA.
9
<PAGE>
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting pricinciples 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.
Basis of Accounting
- -------------------
The accompanying financial statements are prepared on the accrual basis of
accounting.
Investments
- -----------
The Plan's investments are held by bank-administered trust funds, issued by the
Trustee, and are recorded at fair market value as determined by market
quotations.
Individual investments with a fair market value greater than 5% of total net
assets available for Plan benefits consisted of the following fair values:
<TABLE>
<CAPTION>
December 31,
--------------------------------
1997 1996
------------ ------------
<S> <C> <C>
S&P 500 Stock Fund $ 5,364,795 $ 3,304,654
Growth Stock Fund 5,050,851 5,160,894
Asset Allocation Fund 4,538,476 3,807,673
Money Market Fund 2,123,175 1,615,225
Snyder Oil Corporation Stock 1,501,432 1,502,269
Short-Intermediate Term Fund 1,159,354 1,329,346
</TABLE>
10
<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, 1997, 1996
and 1995 consisted of the following:
<TABLE>
<CAPTION>
Net Appreciation (Depreciation)
-----------------------------------------------------
1997 1996 1995
------------- ------------- --------------
<S> <C> <C> <C>
Marketable equity securities $ 1,371,077 $ 1,133,916 $ 1,595,312
U.S. Government and corporate debt
securities and bonds 83,402 30,110 149,850
Asset Allocation Fund 816,245 385,073 926,958
Snyder Oil Corporation stock 103,146 530,358 (111,928)
Patina Oil Corporation stock (21,129) 38,518 -
------------- ------------- --------------
Net realized and unrealized
appreciation (depreciation)
in fair value of investments $ 2,352,741 $ 2,117,975 $ 2,560,192
============= ============= ==============
</TABLE>
The Asset Allocation Fund invests in a changing mix of stocks, bonds and money
market securities. At December 31, 1997, the mix was 65% in equity securities
and 35% in bonds. From the financial information available, it is impossible 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 market 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.
11
<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, retirement or death. However, if
their total vested balance exceeds $3,500 ($5,000 effective January 1, 1998) as
defined in the Plan agreement, they may elect to continue to invest it through
the Plan. Distributions that former employees are entitled to by fund at
December 31, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
December 31,
--------------------------------
1997 1996
------------- -------------
<S> <C> <C>
S&P 500 Stock Fund $ 1,562,507 $ 954,620
Growth Stock Fund 1,460,326 1,065,563
Asset Allocation Fund 1,313,463 996,950
Short-Intermediate Term Fund 544,061 374,493
Money Market Fund 363,646 222,041
Snyder Oil Corporation Stock Fund 264,939 317,248
International Equity Fund 44,107 102,253
Patina Oil Corporation Stock Fund 662 5,129
------------- -------------
$ 5,553,711 $ 4,038,297
============= =============
</TABLE>
Distributions are deducted from Net Assets Available for plan benefits when
paid. As such, no accrual is provided for distributions to be paid.
Distributions in the amount of $238,347 for the Plan year ended December 31,
1996 are included in the above table. This amount represents distributions
requested from terminated employees in 1996 but were not actually distributed
until the first quarter of 1997. There were no such distributions related to the
1997 Plan year.
12
<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/ Mark A. Jackson
-------------------------------------------
Mark A. Jackson, Senior Vice President and
Chief Financial Officer
June 29, 1998
13
<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, 1997
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>
* Barclays Global Investors S & P 500 Stock Fund $ 4,307,566 $ 5,364,795
* Barclays Global Investors Growth Stock Fund 4,814,269 5,050,851
* Barclays Global Investors Asset Allocation Fund 3,776,798 4,538,476
* Barclays Global Investors Money Market Fund
(average rate of return 5.35%) 2,123,175 2,123,175
* Snyder Oil Corporation Snyder Oil Corporation Stock
Fund ($.01 par value) 1,431,546 1,501,432
* Barclays Global Investors Short-Intermediate Term Fund 1,086,833 1,159,354
* Barclays Global Investors International Equity Fund 803,502 804,769
* Patina Oil Corporation Patina Oil Corporation Stock
Fund ($.01 par value) 109,694 90,781
* Participant Loans Participant Loans
(9% to 12% interest rates) - 316,157
---------------- ---------------
$ 18,453,383 $ 20,949,790
================ ===============
* Column (a) indicates each identified person/entity known to be a party-in-interest.
This supplemental schedule lists assets held for investment purposes
at December 31, 1997, as required by the Department of Labor
Rules and Regulations for Reporting and Disclosure.
</TABLE>
14
<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, 1997
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 Asset Transaction 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:
Barclays Global Investors-
Growth Stock Fund Purchases 64 $ 871,558 $ - $ 871,558 $ -
Growth Stock Fund Sales 67 - 1,211,562 954,410 257,152
Barclays Global Investors-
Asset Allocation Fund Purchases 61 845,476 - 845,476 -
Asset Allocation Fund Sales 63 - 930,918 695,422 235,496
Barclays Global Investors-
S & P 500 Stock Fund Purchases 79 1,652,139 - 1,652,139 -
S & P 500 Stock Fund Sales 60 - 731,607 491,390 240,218
Barclays Global Investors-
Money Market Fund Purchases 78 1,477,470 - 1,199,084 -
Money Market Fund Sales 55 - 975,977 975,977 -
Barclays Global Investors-
Snyder Stock Fund Purchases 53 453,154 - 453,154 -
Snyder Stock Fund Sales 64 - 557,136 424,649 132,488
<FN>
(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.
</FN>
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.
</TABLE>
15
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 10, 1998, included in this Form 11-K for the
year ended December 31, 1997, into Snyder Oil Corporation's previously filed
Registration Statement No. 33-48213.
ARTHUR ANDERSEN LLP
Fort Worth, Texas
June 10, 1998
