<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 1998
or
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from _____ to _____
Commission File Number: 001-11335
DOMINION RESOURCES BLACK WARRIOR TRUST
(Exact name of registrant as specified in its charter)
Delaware 75-6461716
(State or other jurisdiction (I.R.S. Employer
or incorporation or Identification No.)
organization)
NationsBank, N.A.
901 Main Street
12th Floor
Dallas, Texas 75202
(Address of principal executive offices)
(Zip code)
(214) 508-2400
(Registrant's telephone number, including area code)
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 [ ]
Number of units of beneficial interest outstanding at August 1, 1998:
7,850,000
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The condensed financial statements included herein have been prepared
by NationsBank, N.A. (as successor to NationsBank of Texas, N.A.), as Trustee
(the "Trustee") of Dominion Resources Black Warrior Trust (the "Trust"),
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
annual financial statements have been condensed or omitted pursuant to such
rules and regulations, although the Trustee believes that the disclosures are
adequate to make the information presented not misleading. The condensed
financial statements of the Trust presented herein are unaudited except for
the balances as of December 31, 1997, and, therefore, are subject to year-end
adjustments. It is suggested that these condensed financial statements be read
in conjunction with the financial statements and notes thereto in the Trust's
Report on Form 10-K for the year ended December 31, 1997. The December 31,
1997 balance sheet is derived from the audited balance sheet as of that date.
In the opinion of the Trustee, all adjustments consisting of normal recurring
adjustments necessary to present fairly the assets, liabilities and trust
corpus of the Trust as of June 30, 1998, the distributable income for the
three-month and six-month periods ended June 30, 1998 and 1997 and the changes
in trust corpus for the six-month periods ended June 30, 1998 and 1997, have
been included. The distributable income for the three and six months ended
June 30, 1998 are not necessarily indicative of the distributable income for
the full year.
The condensed financial statements as of June 30, 1998 and for the
three-month and six-month periods ended June 30, 1998 and 1997 included herein
have been reviewed by Deloitte & Touche LLP, independent certified public
accountants, as stated in their report appearing herein.
-2-
<PAGE> 3
INDEPENDENT ACCOUNTANTS' REPORT
NationsBank, N.A.,
as Trustee of Dominion Resources
Black Warrior Trust
We have reviewed the accompanying condensed statement of assets, liabilities
and trust corpus of Dominion Resources Black Warrior Trust as of June 30, 1998,
and the related condensed statements of distributable income for the
three-month and six-month periods ended June 30, 1998 and 1997 and changes in
trust corpus for the six-month periods ended June 30, 1998 and 1997. These
condensed financial statements are the responsibility of the Trustee.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and of making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
As described in Note 2 to the condensed financial statements, these condensed
financial statements have been prepared on a modified cash basis of accounting,
which is a comprehensive basis of accounting other than generally accepted
accounting principles.
Based on our review, we are not aware of any material modifications that should
be made to such condensed financial statements for them to be in conformity
with the basis of accounting described in Note 2.
We have previously audited, in accordance with generally accepted auditing
standards, the statement of assets, liabilities and trust corpus of Dominion
Resources Black Warrior Trust as of December 31, 1997, and the related
statements of distributable income and changes in trust corpus for the year
then ended (not presented herein); and in our report dated March 4, 1998, we
expressed an unqualified opinion on those financial statements. In our opinion,
the information set forth in the accompanying condensed statement of assets,
liabilities and trust corpus as of December 31, 1997, is fairly stated, in all
material respects, in relation to the statement of assets, liabilities and
trust corpus from which it has been derived.
/s/ Deloitte & Touche LLP
Dallas, Texas
August 10, 1998
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<PAGE> 4
DOMINION RESOURCES BLACK WARRIOR TRUST
CONDENSED STATEMENTS OF ASSETS,
LIABILITIES AND TRUST CORPUS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
June 30, 1998 December 31, 1997
----------------- -----------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 3,825 $ 54,431
Royalty interests in
gas properties (less accumulated
amortization of $63,694,815
at June 30, 1998 and
$58,097,578 at
December 31, 1997) 92,122,685 97,719,922
----------------- -----------------
TOTAL ASSETS $ 92,126,510 $ 97,774,353
================= =================
LIABILITIES AND TRUST
CORPUS
Trust administration expenses $ 122,755 $ 103,652
payable
Trust corpus -
7,850,000 units of
beneficial interest
authorized, issued and
outstanding 92,003,755 97,670,701
----------------- -----------------
TOTAL LIABILITIES $ 92,126,510 $ 97,774,353
AND TRUST CORPUS ================= =================
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
-4-
<PAGE> 5
DOMINION RESOURCES BLACK WARRIOR TRUST
CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For For
the Three the Three
Months Ended Months Ended
June 30, 1998 June 30, 1997
------------- -------------
<S> <C> <C>
Royalty income $ 5,524,063 $ 6,536,800
Interest income 16,351 21,649
------------- -------------
5,540,414 6,558,449
General and administrative
expenses (229,087) (245,510)
------------- -------------
Distributable income $ 5,311,327 $ 6,312,939
============= =============
Distributable income
per unit (7,850,000 units) $ .68 $ .80
============= =============
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
-5-
<PAGE> 6
DOMINION RESOURCES BLACK WARRIOR TRUST
CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For For
the Six the Six
Months Ended Months Ended
June 30, 1998 June 30, 1997
------------- -------------
<S> <C> <C>
Royalty income $ 12,441,297 $ 13,333,594
Interest income 41,060 38,951
------------- -------------
12,482,357 13,372,545
General and administrative
expenses (422,189) (443,567)
------------- -------------
Distributable income $ 12,060,168 $ 12,928,978
============= =============
Distributable income
per unit (7,850,000 units) $ 1.54 $ 1.65
============= =============
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
-6-
<PAGE> 7
DOMINION RESOURCES BLACK WARRIOR TRUST
CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For For
the Six the Six
Months Ended Months Ended
June 30, 1998 June 30, 1997
------------- -------------
<S> <C> <C>
Trust corpus, beginning of period $ 97,670,701 $ 109,562,077
Amortization of royalty interests (5,597,237) (7,770,175)
Distributable income 12,060,168 12,928,978
Distributions to Unitholders (12,129,877) (12,969,892)
------------- -------------
Trust corpus, end of period $ 92,003,755 $ 101,750,988
============= =============
Distributions per unit (7,850,000 units) $ 1.55 $ 1.65
============= =============
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
-7-
<PAGE> 8
DOMINION RESOURCES BLACK WARRIOR TRUST
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
1. TRUST ORGANIZATION AND PROVISIONS
Dominion Resources Black Warrior Trust (the "Trust") was formed as a
Delaware business trust pursuant to the terms of the Trust Agreement of
Dominion Resources Black Warrior Trust (as amended, the "Trust Agreement")
entered into effective as of May 31, 1994, by and among Dominion Black Warrior
Basin, Inc., an Alabama corporation (the "Company"), as trustor, Dominion
Resources, Inc., a Virginia corporation ("Dominion Resources"), and
NationsBank, N.A. (as successor to NationsBank of Texas, N.A.), a national
banking association (the "Trustee"), and Mellon Bank (DE) National Association,
a national banking association (the "Delaware Trustee"), as trustees. The
trustees are independent financial institutions.
The Trust is a grantor trust formed to acquire and hold certain
overriding royalty interests (the "Royalty Interests") burdening proved natural
gas properties located in the Pottsville coal formation of the Black Warrior
Basin, Tuscaloosa County, Alabama (the "Underlying Properties") owned by the
Company. The Trust was initially created by the filing of its Certificate of
Trust with the Delaware Secretary of State on May 31, 1994. In accordance with
the Trust Agreement, the Company contributed $1,000 as the initial corpus of
the Trust. On June 28, 1994, the Royalty Interests were conveyed to the Trust
by the Company pursuant to the Overriding Royalty Conveyance (the "Conveyance")
dated effective as of June 1, 1994, from the Company to the Trust, in
consideration for all the 7,850,000 authorized units of beneficial interest
("Units") in the Trust. The Company transferred its Units to its parent,
Dominion Energy, Inc., a Virginia corporation, which in turn transferred such
Units to its parent, Dominion Resources, which sold 6,850,000 of such Units to
the public through various underwriters (the "Underwriters") in June 1994 and
an additional 54,000 Units through the Underwriters in August 1994. The
remaining 946,000 Units held by Dominion Resources were sold to the public
through certain of the Underwriters in June 1995 pursuant to Post-Effective
Amendment No. 1 to the Form S-3 Registration Statement relating to the Units.
All of the production attributable to the Underlying Properties is from the
Pottsville coal formation and currently constitutes coal seam gas that entitles
the owners of such production, provided certain requirements are met, to tax
credits pursuant to Section 29 of the Internal Revenue Code of 1986, as
amended, upon the production and sale of such gas.
Royalty income to the Trust is attributable to the sale of depleting
assets. All of the Underlying Properties consist of producing properties.
Accordingly, the proved reserves attributable to the Underlying Properties are
expected to decline substantially during the term of the Trust and a portion of
each cash distribution made by the Trust will, therefore, be analogous to a
return of capital. Accordingly, cash yields attributable to the Units are
expected to decline over the term of the Trust.
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<PAGE> 9
The Trustee has all powers to collect and distribute proceeds received
by the Trust and to pay Trust liabilities and expenses. The Delaware Trustee
has only such powers as are set forth in the Trust Agreement or are required by
law and is not empowered to otherwise manage or take part in the management of
the Trust. The Royalty Interests are passive in nature and neither the Delaware
Trustee nor the Trustee has any control over, or any responsibility relating
to, the operation of the Underlying Properties or the Company's interest
therein.
The Trust is subject to termination under certain circumstances
described in the Trust Agreement. Upon the termination of the Trust, all Trust
assets will be sold and the net proceeds therefrom distributed to Unitholders.
The only assets of the Trust, other than cash and temporary investments
being held for the payment of expenses and liabilities and for distribution to
Unitholders, are the Royalty Interests. The Royalty Interests consist of
overriding royalty interests burdening the Company's interest in the Underlying
Properties. The Royalty Interests generally entitle the Trust to receive 65
percent of the Company's Gross Proceeds (as defined below). The Royalty
Interests are non-operating interests and bear only expenses related to
property, production and related taxes (including severance taxes). "Gross
Proceeds" consist generally of the aggregate amounts received by the Company
attributable to the interests of the Company in the Underlying Properties from
the sale of coal seam gas at the central delivery points in the gathering
system for the Underlying Properties. The definitions, formulas and accounting
procedures and other terms governing the computation of the Royalty Interests
are set forth in the Conveyance.
Because of the passive nature of the Trust and the restrictions and
limitations on the powers and activities of the Trustee contained in the Trust
Agreement, the Trustee does not consider any of the officers and employees of
the Trustee to be "officers" or "executive officers" of the Trust as such terms
are defined under applicable rules and regulations adopted under the Securities
Exchange Act of 1934.
2. BASIS OF ACCOUNTING
The financial statements of the Trust are prepared on a modified cash
basis and are not intended to present financial position and results of
operations in conformity with generally accepted accounting principles
("GAAP"). Preparation of the Trust's financial statements on such basis
includes the following:
- - Royalty income and interest income are recorded in the period in which
amounts are received by the Trust rather than in the period of
production and accrual, respectively.
- - General and administrative expenses recorded are based on liabilities
paid and cash reserves established out of cash received.
- - Amortization of the Royalty Interests is calculated on a
unit-of-production basis and charged directly to trust corpus when
revenues are received.
- - Distributions to Unitholders are recorded when declared by the Trustee
(see Note 4).
-9-
<PAGE> 10
The financial statements of the Trust differ from financial statements
prepared in accordance with GAAP because royalty income is not accrued in the
period of production, general and administrative expenses recorded are based on
liabilities paid and cash reserves established rather than on an accrual basis,
and amortization of the Royalty Interests is not charged against operating
results.
The net amount of royalty interests in gas properties is limited to the
sum of the future net cash flows attributable to the Trust's gas reserves at
year end using current unescalated product prices plus the estimated future
Section 29 credits for federal income tax purposes. If the net cost of royalty
interests in gas properties exceeds this amount, an impairment provision will
be recorded and charged to the trust corpus.
3. FEDERAL INCOME TAXES
The Trust is a grantor trust for Federal income tax purposes. As a
grantor trust, the Trust is not required to pay Federal or state income taxes.
Accordingly, no provision for income taxes has been made in these financial
statements.
Because the Trust is treated as a grantor trust, and because a
Unitholder is treated as directly owning an interest in the Royalty Interests,
each Unitholder will be taxed directly on his per Unit share of income
attributable to the Royalty Interests consistent with the Unitholder's method
of accounting and without regard to the taxable year or accounting method
employed by the Trust.
Production from coal seam gas wells drilled after December 31, 1979 and
prior to January 1, 1993, qualifies for the Federal income tax credit for
producing nonconventional fuels under Section 29 of the Internal Revenue Code.
This tax credit is calculated annually based on each year's qualified
production through the year 2002. Such credit, based on a Unitholder's pro rata
share of qualifying production, may not reduce his regular tax liability (after
the foreign tax credit and certain other non-refundable credits) below his
alternative minimum tax. Any part of the Section 29 credit not allowed for the
tax year solely because of this limitation is subject to certain carryover
provisions. Each Unitholder should consult his tax advisor regarding Trust tax
compliance matters.
4. DISTRIBUTIONS TO UNITHOLDERS
The Trustee determines for each calendar quarter the amount of cash
available for distribution to Unitholders. Such amount (the "Quarterly
Distribution Amount") is an amount equal to the excess, if any, of the cash
received by the Trust attributable to production from the Royalty Interests
during such quarter, provided that such cash is received by the Trust on or
before the last business day prior to the 45th day following the end of such
calendar quarter, plus the amount of interest expected by the Trustee to be
earned on such cash proceeds during the period between the date of receipt by
the Trust of such cash proceeds and the date of payment to the Unitholders of
such Quarterly Distribution Amount, plus all other cash receipts of the Trust
during such quarter (to the extent not distributed or held for future
distribution as a Special Distribution Amount (as defined below) or included in
the previous Quarterly
-10-
<PAGE> 11
Distribution Amount) (which might include sales proceeds not sufficient in
amount to qualify for a special distribution as described in the next paragraph
and interest), over the liabilities of the Trust paid during such quarter and
not taken into account in determining a prior Quarterly Distribution Amount,
subject to adjustments for changes made by the Trustee during such quarter in
any cash reserves established for the payment of contingent or future
obligations of the Trust. An amount which is not included in the Quarterly
Distribution Amount for a calendar quarter because such amount is received by
the Trust after the last business day prior to the 45th day following the end of
such calendar quarter will be included in the Quarterly Distribution Amount for
the next calendar quarter. The Quarterly Distribution Amount for each quarter
will be payable to Unitholders of record on the 60th day following the end of
such calendar quarter unless such day is not a business day in which case the
record date is the next business day thereafter. The Trustee will distribute the
Quarterly Distribution Amount for each calendar quarter on or prior to 70 days
after the end of such calendar quarter to each person who was a Unitholder of
record on the record date for such calendar quarter.
The Royalty Interests may be sold under certain circumstances and will
be sold following termination of the Trust. A special distribution will be made
of undistributed net sales proceeds and other amounts received by the Trust
aggregating in excess of $10 million (a "Special Distribution Amount"). The
record date for a Special Distribution Amount will be the 15th day following
the receipt by the Trust of amounts aggregating a Special Distribution Amount
(unless such day is not a business day, in which case the record date will be
the next business day thereafter) unless such day is within 10 days or less
prior to the record date for a Quarterly Distribution Amount, in which case the
record date will be the date that is established for the next Quarterly
Distribution Amount. Distribution to Unitholders of a Special Distribution
Amount will be made no later than 15 days after the Special Distribution Amount
record date.
Item 2. Trustee's Discussion and Analysis of Financial Condition and
Results of Operations.
The Trust makes quarterly cash distributions to holders of units of
beneficial interest ("Units") in the Trust ("Unitholders"). The only assets of
the Trust, other than cash and cash equivalents being held for the payment of
expenses and liabilities and for distribution to Unitholders, are certain
overriding royalty interests (the "Royalty Interests") burdening certain proved
natural gas properties located in the Pottsville coal formation of the Black
Warrior Basin, Tuscaloosa County, Alabama (the "Underlying Properties"). The
Royalty Interests owned by the Trust burden the interest in the Underlying
Properties that is owned by Dominion Black Warrior Basin, Inc. (the "Company"),
an indirect wholly owned subsidiary of Dominion Resources, Inc.
("Dominion Resources").
The Trust's Royalty Interests consist of overriding royalty interests
burdening the Company's interest in the Underlying Properties. The Royalty
Interests generally entitle the Trust
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<PAGE> 12
to receive 65 percent of the Company's Gross Proceeds (as defined below) during
the preceding calendar quarter. The Royalty Interests are non-operating
interests and bear only expenses related to property, production and related
taxes (including severance taxes). "Gross Proceeds" consist generally of the
aggregate amounts received by the Company attributable to the interests of the
Company in the Underlying Properties from the sale of coal seam gas at the
central delivery points in the gathering system for the Underlying Properties.
The definitions, formulas and accounting procedures and other terms governing
the computation of the Royalty Interests are set forth in the Overriding
Royalty Conveyance from the Company to the Trust.
Distributable income of the Trust consists of the excess of royalty
income plus interest income over the organizational and administrative expenses
of the Trust. Upon receipt by the Trust, royalty income is invested in
short-term investments in accordance with the Trust Agreement of Dominion
Resources Black Warrior Trust (as amended, the "Trust Agreement") until its
subsequent distribution to Unitholders.
The amount of distributable income of the Trust for any quarter may
differ from the amount of cash available for distribution to Unitholders in
such quarter due to differences in the treatment of the expenses of the Trust
in the determination of those amounts. The financial statements of the Trust
are prepared on a modified cash basis pursuant to which the expenses of the
Trust are recognized when they are paid or reserves are established for them.
Consequently, the reported distributable income of the Trust for any quarter is
determined by deducting from the income received by the Trust the amount of
expenses paid by the Trust during such quarter. The amount of cash available
for distribution to Unitholders is determined as adjusted for changes in
reserves for unpaid liabilities in accordance with the provisions of the Trust
Agreement. (See Note 4 to the financial statements of the Trust appearing
elsewhere in this Form 10-Q for additional information regarding the
determination of the amount of cash available for distribution to Unitholders.)
Three and Six Months Ended June 30, 1998 Compared To Three and Six Months Ended
June 30, 1997
The Trust received royalty income amounting to $5,524,063 during the
second quarter of 1998 compared to $6,536,800 during the second quarter of
1997. This revenue was derived from the receipt of cash on production of 2,645
Mmcf at an average price received of $2.21 per mcf after deducting production
taxes of $326,628 compared to 2,862 Mmcf with an average price of $2.41 per mcf
after deducting production taxes of $375,276 in the second quarter of 1997.
These prices are influenced by many factors such as seasonal temperatures,
domestic demand and other factors that are beyond the control of the Trustee.
The decrease in production is attributed to normal depletion of existing
available reserves. Royalty income for the six months ended June 30, 1998 was
$12,441,297 as compared to $13,333,594 for the same period in 1997. This
revenue was derived from the receipt of cash on production of 5,410 Mmcf at an
average price received of $2.43 per mcf after deducting production taxes of
$746,298, compared to 5,840 Mmcf at an average price received of $2.41 per
mcf after deducting production taxes of $768,126 for the same period in 1997.
-12-
<PAGE> 13
Interest income during the second quarter of 1998 amounted to $16,351
as compared to $21,649 for the comparable period in 1997. This difference was
primarily due to the Trust having less funds available for investment. Interest
income for the six months ended June 30, 1998 was $41,060 compared to $38,951
for the comparable period in 1997.
Administrative expenses during the second quarter of 1998 amounted to
$229,087 compared to $245,510 in the comparable period in 1997. Administrative
expenses for the six months ended June 30, 1998 were $422,189 as compared to
$443,567 for the same period in 1997. This decrease in administrative expenses
was caused by the timing of payment of certain professional expenses. For this
period, these expenses were primarily related to administrative services
provided by Dominion Resources and the Trustee and Mellon Bank (DE) National
Association, a national banking association, during the period.
Distributable income for the second quarter 1998 was $5,311,327 or $.68
per Unit compared to distributable income for the second quarter of 1997 of
$6,312,939 or $.80 per Unit. Distributable income for the six months ended June
30, 1998 was $12,060,168 as compared to $12,928,978 for the same period in
1997. The Trust made a distribution on June 9, 1998 of $.670386 per Unit
compared to a distribution of $.808040 per Unit made during the second quarter
of 1997.
Year 2000 Issue
Many existing computer programs use only two digits to identify a year
in the date field. These programs were designed and developed without
considering the impact of the upcoming change in the century. If not corrected,
many computer applications could fail or create erroneous results by or at the
Year 2000. The Year 2000 issue affects virtually all companies and
organizations. If a company or organization does not successfully address its
Year 2000 issues, it may face material adverse consequences.
The Trust is reliant on the performance of Dominion Resources and third
party vendors for the receipt of Royalty income, payment of expenses and
disbursement of distributable income. The Trustee can provide no assurance as
to whether Dominion Resources and third party vendors will successfully address
the Year 2000 issue. Failing to successfully address the year 2000 issue by
Dominion Resources and third party vendors could have a material adverse impact
on the Trust and its Unitholders. The Trust is making every effort that the
systems under its direct control are being addressed and will be ready for year
2000.
Forward-Looking Statements
This report on Form 10-Q includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements
other than statements of historical fact included in this Form 10-Q, including,
without limitation, statements contained in this "Trustee's Discussion and
Analysis of Financial Condition and Results of Operations" regarding the
Trust's financial position and industry conditions, are forward-looking
statements. Although the Trustee believes that the expectations reflected in
such forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to have been correct.
-13-
<PAGE> 14
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
-14-
<PAGE> 15
PART II - OTHER INFORMATION
Item 5. Other Information.
Effective May 6, 1998, NationsBank of Texas, N.A., of Dallas, Texas,
merged with NationsBank, N.A., of Charlotte, North Carolina. NationsBank, N.A.,
as survivor of the merger, has assumed by operation of law all rights,
properties and interests of NationsBank of Texas, N.A., including all rights and
interests as trustee, executor or administrator or in other fiduciary
capacities, in the same manner and to the same extent as such rights, properties
and interests were held by NationsBank of Texas, N.A. at the time of the merger.
In accordance with applicable law and the provisions of the Trust Agreement,
NationsBank, N.A., as successor to NationsBank of Texas, N.A., now serves as
Trustee of the Trust. NationsBank, N.A. is performing such functions through its
Dallas, Texas, branch office, which is the former principal office of
NationsBank of Texas, N.A.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
27 Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter for which
this report is filed.
-15-
<PAGE> 16
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.
DOMINION RESOURCES BLACK
WARRIOR TRUST
By: NationsBank, N.A., Trustee
By: /s/ Ron E. Hooper
--------------------------
Ron E. Hooper
Vice President
Date: August 12, 1998
(The Trust has no directors or executive officers.)
-16-
<PAGE> 17
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 3,825
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,825
<PP&E> 155,817,500
<DEPRECIATION> 63,694,815
<TOTAL-ASSETS> 92,126,510
<CURRENT-LIABILITIES> 122,755
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 92,003,755
<TOTAL-LIABILITY-AND-EQUITY> 92,126,510
<SALES> 12,441,297
<TOTAL-REVENUES> 12,482,357
<CGS> 0
<TOTAL-COSTS> 422,189
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 12,060,168
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,060,168
<EPS-PRIMARY> 1.54
<EPS-DILUTED> 1.54
</TABLE>
