================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-11450
------------------------
SANTA FE ENERGY TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 76-6081498
(STATE OF INCORPORATION OR ORGANIZATION) I.R.S. EMPLOYER IDENTIFICATION NO.)
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
CORPORATE TRUST DIVISION
600 TRAVIS, SUITE 1150
HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 216-5447
------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Depository Units outstanding at August 11, 1997 -- 6,300,000
================================================================================
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
SANTA FE ENERGY TRUST
STATEMENT OF CASH PROCEEDS AND DISTRIBUTABLE CASH (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------ ------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Royalty Income
ODC Royalty..................... $ 1,284 $ 1,081 $ 2,597 $ 2,047
Willard Royalty................. 607 552 1,276 1,054
Net Profits Royalty............. 2,200 1,473 4,170 2,718
Support Payment Recoupments..... (153) (117) (1,065) (117)
----------- ----------- ----------- -----------
Total Royalties...................... 3,938 2,989 6,978 5,702
Administrative Fee to Santa Fe....... (57) (54) (112) (107)
Advance from Santa Fe Energy
Resources, Inc. ................... -- 100 -- 200
Repayment of Advance from Santa Fe
Energy Resources, Inc. ............ -- (100) -- (125)
Cash Withheld for Trust Expenses..... (50) (100) (200) (277)
----------- ----------- ----------- -----------
Distributable Cash................... $ 3,831 $ 2,835 $ 6,666 $ 5,393
=========== =========== =========== ===========
Distributable Cash per Trust Unit (in
dollars)........................... $ 0.60812 $ 0.45000 $ 1.05812 $ 0.85609
=========== =========== =========== ===========
Trust Units Outstanding
(thousands)........................ 6,300 6,300 6,300 6,300
=========== =========== =========== ===========
</TABLE>
STATEMENT OF ASSETS, LIABILITIES AND TRUST CORPUS
(DOLLARS IN THOUSANDS)
JUNE 30, DECEMBER 31,
1997 1996
------------ ------------
(UNAUDITED)
ASSETS
Current Assets
Cash............................... $ 120 $ 46
Receivable from Santa Fe Energy
Resources, Inc................... -- 100
------------ ------------
120 146
------------ ------------
Investment in Royalty Interests, at
cost............................... 87,276 87,276
Less: Accumulated Amortization....... (43,250) (39,002)
------------ ------------
44,026 48,274
------------ ------------
$ 44,146 $ 48,420
============ ============
TRUST CORPUS
Trust Corpus (6,300,000 Trust Units
issued and outstanding)............ $ 44,146 $ 48,420
============ ============
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
SANTA FE ENERGY TRUST
STATEMENT OF CHANGES IN TRUST CORPUS (UNAUDITED)
(IN THOUSANDS OF DOLLARS)
Balance at December 31, 1996......... $ 48,420
Cash Proceeds...................... 6,866
Cash Distributions................. (6,666)
Trust Expenses..................... (226)
Amortization of Royalty
Interests....................... (4,248)
---------
Balance at June 30, 1997............. $ 44,146
=========
Balance at December 31, 1995......... $ 57,654
Cash Proceeds...................... 5,595
Cash Distributions................. (5,393)
Trust Expenses..................... (280)
Amortization of Royalty
Interests....................... (4,787)
---------
Balance at June 30, 1996............. $ 52,789
=========
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
SANTA FE ENERGY TRUST
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(1) THE TRUST
Santa Fe Energy Trust (the "Trust") was formed on October 22, 1992, with
Texas Commerce Bank National Association as trustee (the "Trustee"), to
acquire and hold certain royalty interests (the "Royalty Interests") in
certain properties (the "Royalty Properties") conveyed to the Trust by Santa
Fe Energy Resources, Inc. ("Santa Fe"). The Royalty Interests consist of two
term royalty interests in two production units in the Wasson field in west Texas
(the "Wasson Royalties") and a net profits royalty interest in certain royalty
and working interests in a diversified portfolio of properties located in twelve
states (the "Net Profits Royalties"). The Royalty Interests are passive in
nature and the Trustee has no control over or responsibility relating to the
operation of the Royalty Properties. The Trust will be liquidated on February
15, 2008 (the "Liquidation Date").
In November 1992, 5,725,000 Depositary Units, each consisting of beneficial
ownership of one unit of undivided beneficial interest in the Trust ("Trust
Units") and a $20 face amount beneficial ownership interest in a $1,000 face
amount zero coupon United States Treasury obligation maturing on or about
February 15, 2008, were sold in a public offering for $20 per Depositary Unit. A
total of $114.5 million was received from public investors, of which $38.7
million was used to purchase the Treasury obligations and $5.7 million was used
to pay underwriting commissions and discounts. Santa Fe received the remaining
$70.1 million and 575,000 Depositary Units. In the first quarter of 1994 Santa
Fe sold in a public offering the 575,000 Depositary Units which it held.
The trust agreement under which the Trust was formed (the "Trust
Agreement") provides, among other things, that:
o the Trustee shall not engage in any business or commercial
activity or acquire any asset other than the Royalty Interests
initially conveyed to the Trust;
o the Trustee may not sell all or any portion of the Wasson
Royalties or substantially all of the Net Profits Royalties
without the prior consent of Santa Fe;
o Santa Fe may sell the Royalty Properties, subject to and burdened
by the Royalty Interests, without consent of the holders of the
Trust Units; following any such transfer, the Royalty Properties
will continue to be burdened by the Royalty Interests and after
any such transfer the royalty payment attributable to the
transferred property will be calculated separately and paid by
the transferee;
o the Trustee may establish a cash reserve for the payment of any
liability which is contingent, uncertain in amount or that is not
currently due and payable;
o the Trustee is authorized to borrow funds required to pay
liabilities of the Trust, provided that such borrowings are
repaid in full prior to further distributions to the holders of
the Trust Units;
o the Trustee will make quarterly cash distributions to the holders
of the Trust Units.
(2) BASIS OF ACCOUNTING
The financial statements of the Trust are prepared on the cash basis of
accounting for revenues and expenses. Royalty income is recorded when received
(generally during the quarter following the end of the quarter in which the
income from the Royalty Properties is received by Santa Fe) and is net of any
cash
4
<PAGE>
SANTA FE ENERGY TRUST
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
basis exploration and development expenditures and amounts reserved for any
future exploration and development costs. Expenses of the Trust, which will
include accounting, engineering, legal, and other professional fees, Trustee
fees, an administrative fee paid to Santa Fe and out-of-pocket expenses, are
recognized when paid. Under generally accepted accounting principles, revenues
and expenses would be recognized on an accrual basis. Amortization of the
Trust's investment in Royalty Interests is recorded using the unit-of-production
method in the period in which the cash is received with respect to such
production.
The conveyance of the Royalty Interests to the Trust was accounted for as a
purchase transaction. The $87,276,000 reflected in the Statement of Assets and
Trust Corpus as Investment in Royalty Interests represents 6,300,000 Trust Units
valued at $20 per unit less the $38,724,000 paid for the Treasury obligations.
The carrying value of the Trust's investment in the Royalty Interests is not
necessarily indicative of the fair value of such Royalty Interests.
The Trust is a grantor trust and as such is not subject to income taxes and
accordingly no recognition has been given to income taxes in the Trust's
financial statements. The tax consequences of owning Trust Units are included in
the income tax returns of the individual Trust Unit holders.
(3) THE ROYALTY INTERESTS
The Wasson Royalties consist of interests conveyed out of Santa Fe's
royalty interest in the Wasson ODC Unit (the "ODC Royalty") and the Wasson
Willard Unit (the "Willard Royalty"). The ODC Royalty entitles the Trust to
receive quarterly royalty payments with respect to 12.3934% of the actual gross
oil production from the Wasson ODC Unit, subject to certain quarterly
limitations set forth in the conveyance agreement, for the period from November
1, 1992 to December 31, 2007. The Willard Royalty entitles the Trust to receive
quarterly royalty payments with respect to 6.8355% of the actual gross oil
production from the Wasson Willard Unit, subject to certain quarterly
limitations set forth in the conveyance agreement, for the period from November
1, 1992 to December 31, 2003.
The Net Profits Royalties entitle the Trust to receive, on a quarterly
basis, 90% of the net proceeds, as defined in the conveyance agreement, from the
sale of production from the properties subject to the conveyance agreement. The
Net Profits Royalties are not limited in term, although the Trustee is required
to sell such royalties prior to the Liquidation Date.
For any calendar quarter ending on or prior to December 31, 2002, the Trust
will receive additional royalty payments ("Support Payments") to the extent it
needs such payments to distribute $0.40 per Trust Unit per quarter (two-thirds
of such amount for the period ended December 31, 1992). Such Support Payments
are limited to Santa Fe's remaining royalty interest in the Wasson ODC Unit. If
such Support Payments are received, certain proceeds otherwise payable to the
Trust in subsequent quarters may be reduced to recoup the amount of such Support
Payments. The aggregate of the Support Payments, net of any amounts recouped, is
limited to $20,000,000 on a revolving basis. Through the end of 1995, the Trust
had received Support Payments totalling $2,074,000. During 1996 and the first
six months of 1997 Santa Fe recouped all of such payments.
5
<PAGE>
SANTA FE ENERGY TRUST
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
(4) DISTRIBUTIONS TO TRUST UNIT HOLDERS
The Trust has received royalty payments and made distributions as follows
(in thousands of dollars, except as noted):
DISTRIBUTIONS
ROYALTY -------------------------
PAYMENT PER TRUST UNIT
RECEIVED AMOUNT (IN DOLLARS)
-------- ------ --------------
1996
First quarter................... 2,660 2,558 0.40609
Second quarter.................. 2,935(a) 2,835 0.45000
Third quarter................... 3,035(b) 2,835 0.45000
Fourth quarter.................. 2,935(c) 2,835 0.45000
-------- ------ --------------
11,565 11,063 1.75609
======== ====== ==============
1997
First quarter................... 2,985(d) 2,835 0.45000
Second quarter.................. 3,931(e) 3,831 0.60812
- ------------
(a) Reduced by recoupment of Support Payment of $117,000, or $0.01857 per
Trust Unit.
(b) Reduced by recoupment of Support Payment of $375,000, or $0.05953 per
Trust Unit.
(c) Reduced by recoupment of Support Payment of $517,000, or $0.08213 per
Trust Unit.
(d) Reduced by recoupment of Support Payment of $912,000, or $0.14473 per
Trust Unit.
(e) Reduced by recoupment of Support Payment of $153,000, or $0.02429 per
Trust Unit.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL; LIQUIDITY AND CAPITAL RESOURCES
Santa Fe Energy Trust (the "Trust") was formed on October 22, 1992 with
Texas Commerce Bank National Association as trustee (the "Trustee"), to
acquire and hold certain royalty interests (the "Royalty Interests") in
certain properties (the "Royalty Properties") conveyed to the Trust by Santa
Fe Energy Resources, Inc. ("Santa Fe"). The Trust is a passive entity with the
Trustee's primary responsibility being the collection and distribution of
proceeds from the Royalty Interests and the payment of Trust liabilities and
expenses (see Note 1 to the financial statements of the Trust). The Royalty
Interests consist of two term royalty interests in two production units (the
Wasson ODC Unit and the Wasson Willard Unit) in the Wasson field in west Texas
(the "Wasson Royalties") and a net profits royalty interest (the "Net Profits
Royalties") in certain royalty and working interest properties in a diversified
portfolio of properties located predominantly in Texas, Louisiana and Oklahoma
(the "Net Profits Properties"). Under the terms of the Trust Agreement, the
Trustee cannot engage in any other business or commercial activity or acquire
any asset other than the Royalty Interests initially conveyed to the Trust.
Therefore, the Royalty Interests are the sole source of funds for the Trust from
which to pay expenses and liabilities and make distributions to the holders of
the Trust Units. The Trust will be liquidated on or before February 15, 2008
(the "Liquidation Date").
The Wasson Royalties are fixed percentage royalty interests in specified
levels of quarterly maximum production from the underlying properties in each
year during the term of the respective royalty. The Wasson ODC Royalty and the
Wasson Willard Royalty terminate on December 31, 2007 and December 31, 2003,
respectively. The Net Profits Royalties are life-of-property interests which
will be sold by the Trust prior to the Liquidation Date. The Net Profits
Royalties entitle the Trust to receive 90% of the net proceeds (after deducting,
among other things, the costs of production and marketing and capital
expenditures) from the sale of production from the Net Profits Properties. The
Net Profits Properties are generally mature producing oil and gas properties and
the production and reserves attributable to such properties are expected to
decline substantially over the life of the Trust. The Net Profits Royalties are
expected to have a relatively small liquidation value at the Liquidation Date.
For any calendar quarter ending on or prior to December 31, 2002, the Trust
will receive additional royalty payments ("Support Payments") to the extent it
needs such payments to distribute $0.40 per Trust Unit per quarter. Such Support
Payments are limited to Santa Fe's remaining royalty interest in the Wasson ODC
Unit. If Support Payments are received, certain proceeds otherwise payable to
the Trust in subsequent quarters may be reduced to recoup the amount of such
Support Payments. The aggregate amount of Support Payments, net of any amounts
recouped, is limited to $20.0 million on a revolving basis. Through the end of
1995, Support Payments received by the Trust totaled $2,074,000. In 1996 and the
first two quarters of 1997 Santa Fe recouped all such Support Payments and
future recoupments will be made only to the extent of future Support Payments.
Depending on factors such as sales prices and volumes and the level of operating
costs and capital expenditures, Support Payments may be required in subsequent
quarters to allow the Trust to make distributions of $0.40 per Trust Unit per
quarter.
Trust expenses include accounting, engineering, legal and other
professional fees, Trustee fees, an administrative fee paid to Santa Fe and
other out-of-pocket expenses. From time to time Santa Fe may, at its sole
discretion and without any obligation to do so, advance funds to the Trust for
the timely payment of such expenses and receive reimbursement therefor in later
periods. In addition, the Trustee is authorized to borrow funds required to pay
liabilities of the Trust, provided that such borrowings are repaid in full prior
to making further distributions to the holders of the Trust Units. Currently
there are no such borrowings
7
<PAGE>
outstanding or contemplated other than the above-described advances which Santa
Fe has made or may continue to make.
The Trust's results of operations are dependent upon the sales prices and
quantities of oil and gas produced from the Royalty Properties, the costs of
producing such resources and the amount of capital expenditures made with
respect to such properties. Royalty income is recorded by the Trust when
received, generally during the quarter following the end of the quarter in which
revenues are received and costs and expenses are paid by Santa Fe. Cash proceeds
from the Royalty Properties may fluctuate from quarter to quarter due to the
timing of receipts and payments of revenues and expenses as well as changes in
prices and production volumes. In addition, amounts for future exploration and
development costs may be reserved from time to time.
Since, on an equivalent basis, the majority of the Trust's proved reserves
are crude oil, even relatively modest changes in crude oil prices may
significantly affect the Trust's revenues and results of operations. Crude oil
prices are subject to significant changes in response to fluctuations in the
domestic and world supply and demand and other market conditions as well as the
world political situation as it affects OPEC, the Middle East and other
producing countries. In addition, a substantial portion of the Trust's revenues
come from properties which produce sour (i.e., high sulfur content) crude oil
which sells at prices lower than sweeter (i.e., low sulfur content) crude oils.
The Trust's average price for crude oil, which was $21.23 per barrel in the
second quarter of 1997 declined to $17.38 per barrel in the third quarter of
1997.
Natural gas prices fluctuate due to weather conditions, the level of
natural gas in storage, the relative balance between supply and demand and other
economic factors. The Trust's average price for natural gas, which was $1.93 per
Mcf in the first quarter of 1997, increased to $3.12 per Mcf in the second
quarter of 1997 and declined to $2.36 per Mcf in the third quarter.
(see -- Results of Operations).
RESULTS OF OPERATIONS
Royalty income is recorded by the Trust when received, generally during the
quarter following the end of the quarter in which revenues are received and
costs and expenses are paid by Santa Fe. Cash proceeds from the Royalty
Properties may fluctuate from quarter to quarter due to the timing of receipts
and payments of revenues and costs and expenses as well as changes in prices and
production volumes. The following table reflects pertinent information with
respect to the cash proceeds from the Royalty Properties and the net
distributable cash of the Trust. The information presented with respect to the
third quarter of 1997 reflects revenues received and costs and expenses paid by
Santa Fe in the second quarter of 1997. On August 29, 1997 the Trust will make a
cash distribution of $2,819,700, or $0.44757 per Trust Unit, to unitholders of
record on August 14, 1997.
The distribution for the second quarter of 1997 of $0.60812 per Unit was
the highest since the inception of the Trust and reflects the small amount of
the remaining recoupment of Support Payments and the high sales prices received
for oil and gas produced in the latter part of the fourth quarter of 1996 and
early in the first quarter of 1997. Such prices began to decline in February
1997 and the distribution for the third quarter of 1997 will total $0.44757 per
Unit.
8
<PAGE>
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30, THIRD
-------------------- ------------------------ QUARTER
1997 1996 1997 1996 1997
--------- --------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
VOLUMES AND PRICES
Oil Volumes (Bbls)
Wasson ODC Royalty.............. 66,800 64,600 131,400 128,400 66,800
Wasson Willard Royalty.......... 31,100 32,400 63,500 66,200 31,100
Net Profits Royalties........... 72,362 79,732 153,484 156,540 74,694
Gas Volumes (Mcf)
Net Profits Royalties........... 636,141 674,372 1,270,425 1,383,662 506,444
Oil Average Prices ($/Bbl)
Wasson ODC Royalty.............. 21.29 18.67 21.88 17.81 17.69
Wasson Willard Royalty.......... 21.30 18.67 21.91 17.78 17.69
Net Profits Royalties........... 21.13 15.71 20.67 15.40 16.96
Gas Average Prices ($/Mcf)
Net Profits Royalties........... 3.12 1.79 2.53 1.60 2.36
CASH PROCEEDS AND DISTRIBUTABLE CASH
(thousands of dollars, except as
noted)
Wasson ODC Royalty
Sales........................... 1,423 1,206 2,876 2,286 1,182
Operating Expenses.............. (139) (125) (279) (239) (129)
--------- --------- ----------- ----------- ---------
1,284 1,081 2,597 2,047 1,053
--------- --------- ----------- ----------- ---------
Wasson Willard Royalty
Sales........................... 622 605 1,391 1,177 550
Operating Expenses.............. (55) (53) (115) (123) (49)
--------- --------- ----------- ----------- ---------
607 552 1,276 1,054 501
--------- --------- ----------- ----------- ---------
Net Profits Royalties
Sales........................... 3,521 2,456 6,414 4,631 2,528
Operating Expenses.............. (981) (902) (1,783) (1,669) (797)
Capital Expenditures............ (340) (81) (461) (244) (358)
--------- --------- ----------- ----------- ---------
2,200 1,473 4,170 2,718 1,373
--------- --------- ----------- ----------- ---------
Support Payments (Recoupments)..... (153) (117) (1,065) (117) --
--------- --------- ----------- ----------- ---------
Total Royalties.................... 3,938 2,989 6,978 5,702 2,927
Administrative Fee to Santa Fe..... (57) (54) (112) (107) (57)
--------- --------- ----------- ----------- ---------
Payment Received................... 3,881 2,935 6,866 5,595 2,870
Cash Advance From Santa Fe......... -- 100 -- 200 --
Repayment of Cash Advance from
Santa Fe........................ -- (100) -- (125) --
Cash Withheld for Trust Expenses... (50) (100) (200) (277) (50)
--------- --------- ----------- ----------- ---------
Distributable Cash................. 3,831 2,835 6,666 5,393 2,820
========= ========= =========== =========== =========
Distributable Cash Per Trust Unit
(in dollars).................... 0.60812 0.45000 1.05812 0.85609 0.44757
========= ========= =========== =========== =========
</TABLE>
9
<PAGE>
Oil prices in the second quarter of 1997, averaged $21.29 per barrel for
the Wasson Royalties and $21.13 per barrel for the Net Profits Royalties
compared to $18.67 per barrel and $15.71 per barrel, respectively, in the second
quarter of 1996. Oil prices for the first six months of 1997 averaged $21.89 per
barrel for the Wasson Royalties and $20.67 per barrel for the Net Profits
Royalties compared to $17.80 per barrel and $15.40 per barrel, respectively, in
the first six months of 1996. Oil prices in the third quarter of 1997 averaged
$17.69 per barrel for the Wasson Royalties and $16.96 per barrel for the Net
Profits Royalties.
Natural gas prices in the second quarter of 1997 averaged $3.12 per Mcf
compared to $1.79 per Mcf in the second quarter of 1996. Natural gas prices
averaged $2.53 per Mcf in the first six months of 1997 compared to $1.60 per Mcf
in the first six months of 1996. Natural gas sales prices averaged $2.36 per Mcf
in the third quarter of 1997. Natural gas volumes decreased in the third quarter
of 1997 due to the settlement of gas imbalances on certain properties totalling
approximately 100,000 Mcf.
Cash proceeds in the first and second quarters of 1997 were reduced by
Support Payment recoupments of $912,000 and $153,000, respectively, and all
Support Payments have been recouped. Future recoupments will be made only to the
extent of future Support Payments. (see -- General; Liquidity and Capital
Resources).
Proceeds from the Net Profits Royalties are net of capital expenditures
with respect to the exploration and development of the Net Profits Properties.
Capital expenditures for the first half of 1997 totalled $461,000 and are
expected to total approximately $1,400,000 for the year 1997. Operating expenses
for the Net Profits Royalties averaged $5.50 per barrel of oil equivalent
("BOE") in the second quarter of 1997 compared to $4.69 per BOE in the second
quarter of 1996 primarily due to higher production and severance taxes and the
timing of the payment of costs and expenses. Such expense for the third quarter
of 1997 averaged $5.01 per BOE.
FORWARD LOOKING STATEMENTS
Management's Discussion and Analysis of Financial Condition and Results of
Operations includes certain statements (other than statements of historical
fact) that constitute forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. When used herein, the words "anticipates," "expects," "believes,"
"intends" or "projects" and similar expressions are intended to identify
forward-looking statements. It is important to note that actual results could
differ materially from those projected by such forward-looking statements.
Although it is believed that the expectations reflected in such forward-looking
statements are reasonable and such forward-looking statements are based upon the
best data available at the time this report is filed with the Securities and
Exchange Commission, no assurance can be given that such expectations will prove
correct. Factors that could cause results to differ materially from the results
discussed in such forward-looking statements include, but are not limited to,
the following: production variances from expectations, volatility of oil and gas
prices, the need to develop and replace reserves, the capital expenditures
required to fund operations, exploration risks, environmental risks,
uncertainties about estimates of reserves, competition and government regulation
and political risks. All such forward-looking statements in this document are
expressly qualified in their entirety by the cautionary statements in this
paragraph.
10
<PAGE>
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
(Asterisk indicates exhibit previously filed with the Securities and
Exchange Commission and incorporated herein by reference.)
SEC FILE OR
REGISTRATION EXHIBIT
NUMBER NUMBER
-------------- -------
3(a)* Form of Trust Agreement of Santa Fe
Energy Trust....................... 33-51760 3.1
4(a)* Form of Custodial Deposit
Agreement.......................... 33-51760 4.2
4(b)* Form of Secure Principal Energy
Receipt (included as Exhibit A to 33-51760 4.1
Exhibit 4(a))......................
10(a)* Form of Net Profits Conveyance
(Multi-State)...................... 33-51760 10.1
10(b)* Form of Wasson Conveyance............ 33-51760 10.2
10(c)* Form of Louisiana Mortgage........... 33-51760 10.3
27 Financial Data Schedule
(b) Reports on Form 8-K
None
11
<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, thereunto duly authorized.
SANTA FE ENERGY TRUST
By TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, TRUSTEE
By /s/ PETE FOSTER
PETE FOSTER
SENIOR VICE PRESIDENT & TRUST OFFICER
Date: August 11, 1997
The Registrant, Santa Fe Energy Trust, has no principal executive officer,
principal financial officer, controller or principal accounting officer, board
of directors or persons performing similar functions. Accordingly, no additional
signatures are available and none have been provided.
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE TRUSTS FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 120
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 120
<PP&E> 87,276
<DEPRECIATION> 43,250
<TOTAL-ASSETS> 44,146
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 44,146
<TOTAL-LIABILITY-AND-EQUITY> 44,146
<SALES> 0
<TOTAL-REVENUES> 6,978
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 312
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,666
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
