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SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Definitive Information Statement
[ ] Confidential, for use of the Securities and Exchange
Commission only (as permitted by Rule 14c-5(d)(2))
Kelley Partners 1992 Development Drilling Program
(Name of Registrant as specified in its charter)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14c-5(g) and O-11.
(1) Title of each class of securities to which transaction applies:
NOT APPLICABLE
(2) Aggregate number of securities to which transaction applies:
NOT APPLICABLE
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-11. (Set forth the amount on
which the filing fee is calculated and state how it was
determined.): NOT APPLICABLE
(4) Proposed maximum aggregate value of transaction: NOT APPLICABLE
(5) Total fee paid: NOT APPLICABLE
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule O-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by Registration Statement No., or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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KELLEY PARTNERS 1992 DEVELOPMENT DRILLING PROGRAM
601 JEFFERSON, SUITE 1100
HOUSTON, TEXAS 77002
INFORMATION STATEMENT
We are furnishing this information statement to our unitholders in
connection with action taken by written consent of the holder of a majority in
interest of our units.
On November 16, 2000, Kelley Oil Corporation, as managing general partner
and as the holder of 84% of the units, constituting a majority in interest of
the units under the partnership agreement, signed a written consent of
unitholders adopting an amendment to the partnership agreement to permit the
transfer of units among unitholders. A copy of this amendment is attached as
Annex A. This amendment will become effective on December 27, 2000 without
further action. WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO
SEND US A PROXY.
The partnership agreement prohibits transfers of units except in very
limited circumstances. The partnership agreement provides that it may be amended
by a majority in interest of unitholders and that no meeting of unitholders is
required to adopt an amendment if the amendment is approved in writing by a
majority in interest of the unitholders. As Kelley Oil Corporation holds 84% of
the units, it may effect the amendment. Kelley Oil Corporation signed a consent
to adopt this amendment, and the amendment will become effective on December 27,
2000 without any further action.
This information statement is being sent to you as a unitholder to inform
you of this action. This information statement is first being sent or given to
unitholders on or about November 28, 2000.
The following table sets forth information regarding the only unitholder we
know to own beneficially more than five percent of our units. These units are
held directly.
<TABLE>
<CAPTION>
NAME AND ADDRESS UNITS OWNED PERCENTAGE OF UNITS OUTSTANDING
---------------- ----------- -------------------------------
<S> <C> <C>
Kelley Oil Corporation..................... 13,422,310 83.72%
601 Jefferson, Suite 1100
Houston, Texas 77002
</TABLE>
The following table sets forth information regarding units beneficially
owned, directly or indirectly, by each of the directors of Kelley Oil
Corporation and by all officers and directors of Kelley Oil Corporation as a
group.
<TABLE>
<CAPTION>
NAME AND ADDRESS UNITS OWNED PERCENTAGE OF UNITS OUTSTANDING
---------------- ----------- -------------------------------
<S> <C> <C>
John F. Bookout............................ -- --
Kenneth R. Sanders......................... -- --
Rick G. Lester............................. -- --
All directors and officers as a group ..... -- --
(8 persons)
</TABLE>
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Annex A
Effective as of December 27, 2000, the text of Section 10.2 of the
Partnership Agreement shall be designated as paragraph (a) of such Section, and
a new paragraph (b) shall be added to Section 10.2 to read in its entirety as
follows:
"(b)Notwithstanding any other provision of this Article 10, a Unitholder
may at any time sell or transfer its Units to any other Unitholder or the
Managing General Partner in whole and not in part, and any Unitholder or the
Managing General Partner may at any time purchase the Units of any other
Unitholder, in each such case on such terms and provisions as such Unitholders
or the Managing General Partner, as applicable, may mutually agree."
