<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Fee Required)
FOR THE YEAR ENDED DECEMBER 31, 1996
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 NO. 033-90480
MEWBOURNE ENERGY PARTNERS 96-A, L.P.
<TABLE>
<S> <C>
Delaware 75-2646003
------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3901 SOUTH BROADWAY, TYLER, TEXAS 75701
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (903) 561-2900
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the act:
LIMITED AND GENERAL PARTNERSHIP INTEREST $1,000 PER INTEREST
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. [X] Yes [ ] No
No market currently exists for the limited and general partnership interest of
the registrant. Based on original purchase price the aggregate market value of
limited and general partnership interest owned by non-affiliates of the
registrant is $3,872,000.00.
The following documents are incorporated by reference into the indicated parts
of this Annual Report on Form 10-K: Part of the information called for by Part
IV of the Annual Report on Form 10-K is incorporated by reference from the
Registrant's Registration Statement on Form S-1, File No. 33-90480
<PAGE> 2
PART I
ITEM 1. BUSINESS
Mewbourne Energy Partners 96-A, L.P. (the "Registrant") is a limited
partnership organized under the laws of the State of Delaware in 1996. Its
managing general partner is Mewbourne Development Corporation, a Delaware
corporation ("MD").
A Registration Statement filed pursuant to the Securities Act of 1933, as
amended, registering limited partnership interests aggregating $11,000,000 and
$33,000,000 in general partnership interests in a series of Delaware limited
partnerships formed under Mewbourne Energy 95-96 Drilling Programs, was
declared effective by the Securities and Exchange Commission on June 23, 1995.
On November 7, 1996, the offering of limited and general partnership interests
in the Registrant, the third partnership formed under such statement, was
closed, with interests aggregating $3,872,000 being sold to 158 subscribers of
which $3,474,000 were sold to 143 subscribers as general partner interests and
$398,000 were sold to 15 subscribers as limited partner interests.
The Registrant engages primarily in oil and gas development and production and
is not involved in any other industry segment . See the selected financial
data in Item 6 and the financial statements in Item 8 of this report for a
summary of the Registrant's revenue, income and identifiable assets.
The Registrant has acquired interests in oil and gas prospects for the purpose
of development drilling. At December 31, 1996, one well had been drilled, and
was producing. Thirteen additional wells were in the process of being drilled
and completed. The following table summarizes the Registrant's drilling
activity for the initial investment through December 31, 1996:
<TABLE>
<CAPTION>
Gross Net
--------------- ---------------
Dry Productive Dry Productive
--- ---------- --- ----------
<S> <C> <C> <C> <C>
Development wells 0 1 0 0.308
</TABLE>
The sale of crude oil and natural gas produced by the Registrant will be
affected by a number of factors which are beyond the Registrant's control.
These factors include the price of crude oil and natural gas, the fluctuating
supply of and demand for these products, competitive fuels, refining,
transportation, extensive federal and state regulations governing the
production and sale of crude oil and natural gas, and other competitive
conditions. It is impossible to predict with any certainty the future effect
of these factors on the Registrant.
<PAGE> 3
The Registrant does not have long-term contracts with purchasers of its crude
oil or natural gas. The market for crude oil is such that the Registrant
anticipates it will be able to sell all the crude oil it can produce. Natural
gas will be sold to local distribution companies, gas marketers and end users
on the spot market. The spot market reflects immediate sales of natural gas
without long-term contractual commitments. The future market condition for
natural gas cannot be predicted with any certainty, and the Registrant may
experience delays in marketing natural gas production and fluctuations in
natural gas prices.
Many aspects of the Registrant's activities are highly competitive including,
but not limited to, the acquisition of suitable drilling prospects and the
procurement of drilling and related oil field equipment, and are subject to
governmental regulation, both at Federal and state levels. The Registrant's
ability to compete depends on its financial resources and on the managing
general partner's staff and facilities, none of which are significant in
comparison with those of the oil and gas exploration, development and
production industry as a whole. Federal and state regulation of oil and gas
operations generally includes drilling and spacing of wells on producing
acreage, the imposition of maximum allowable production rates, the taxation of
income and other items, and the protection of the environment.
The Registrant does not have any employees of its own. MD is responsible for
all management functions. Mewbourne Oil Company ("MOC"), a wholly-owned
subsidiary of Mewbourne Holdings, Inc., which is also the parent of the
Registrant's managing general partner, has been appointed Program Manager and
is responsible for activities in accordance with a Drilling Program Agreement
entered into by the Registrant, MD and MOC. At March 28, 1997, MOC employed 88
persons, many of whom dedicated a part of their time to the conduct of the
Registrant's business during the period for which this report is filed.
The production of oil and gas is not considered subject to seasonal factors
although the Registrant's natural gas sales will tend to increase during the
winter months. Order backlog is not pertinent to the Registrant's business.
<PAGE> 4
ITEM 2. PROPERTIES
The Registrant's properties consist primarily of leasehold interests in
properties on which oil and gas wells-in- progress are located. Such property
interests are often subject to landowner royalties, overriding royalties and
other oil and gas leasehold interests.
Fractional working interests in developmental oil and gas prospects located
primarily in the Anadarko Basin of Western Oklahoma and the Texas Panhandle
were acquired by the Registrant, resulting in the Registrant's participation in
the drilling of 14 oil and gas wells. At December 31, 1996, one well had been
drilled, and was producing, and 13 wells were in the process of being drilled
and completed.
ITEM 3. LEGAL PROCEEDINGS
The Registrant is not aware of any pending legal proceedings to which it is a
party or to which its properties are subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the fourth quarter
of the year ended December 31, 1996 covered by this report.
<PAGE> 5
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
At March 28, 1997, the Registrant had 3,872 outstanding limited and general
partnership interests held of record by 158 subscribers. There is no
established public or organized trading market for the limited and general
partnership interests.
Revenues which, in the sole judgement of the managing general partner, are not
required to meet the Registrant's obligations will be distributed to the
partners at least quarterly in accordance with the Registrant's Partnership
Agreement. During the period ended December 31, 1996, no distributions had
been made to the limited and general partners.
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected financial data for the period from
April 11, 1996 (date of inception) through December 31, 1996:
<TABLE>
<CAPTION>
Operating results:
- ------------------
<S> <C>
Oil and gas sales $ 27,368
Net income $ 32,649
Allocation of net income:
Managing general partner $ 326
Limited and general partners $ 32,323
Net income per limited and general
partner interest $ 8.43
Limited and general partners'
cash distributions per interest. $ 0.00
At year end:
- ------------
Cash $1,844,712
Non-Cash assets 2,142,895
Total Assets $3,987,607
=========
Note payable, affiliate $ 367,840
</TABLE>
<PAGE> 6
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
Mewbourne Energy Partners 96-A, L.P. (the "Registrant") was organized as a
Delaware limited partnership on April 11, 1996. The offering of limited and
general partner interests began April 11, 1996 as part of a shelf offering
registered under the name Mewbourne Energy 95-96 Drilling Programs. The
offering of limited and general partner interests in the Registrant concluded
November 7, 1996, with total investor partner contributions of $3,872,000. The
Managing General Partner made a contribution to the capital of the Registrant
at the conclusion of the offering period in an amount equal to 1% of its net
capital contributions. The Managing General Partner contribution was $39,111.
The Registrant was formed to engage primarily in the business of drilling
development wells, to produce and market crude oil and natural gas produced
from such properties, to distribute any net proceeds from operations to the
general and limited partners and to the extent necessary, acquire leases which
contain drilling prospects. The economic life of the Registrant depends on the
period over which the Registrant's oil and gas reserves are economically
recoverable.
Results of Operations
Because the Registrant was formed during the period covered by this report, no
trend analysis based on yearly changes in liquidity, capital resources or
results of operations is available.
The net income of $32,649 realized by the Registrant during the period from
April 11, 1996 (date of inception) through December 31, 1996, was attributable
to oil and gas revenues of $27,368 and interest income of $15,170 less
associated operating expenses of $9,889. At December 31, 1996, one well had
been drilled, and was producing, and 13 wells were in the process of being
drilled and completed. The Registrant's oil and gas revenues should increase
during 1997 as wells are completed and oil and gas production is sold.
Interest income should decrease in 1997 as the remaining wells are drilled and
the available cash is utilized for the equipping of such wells. The Registrant
expects that drilling and completion cost will decrease during 1997 and that
production cost and depletion provisions will increase.
<PAGE> 7
Liquidity and capital resources
Net cash and cash equivalents increased by $1,844,712 during the period from
April 11, 1996 (date of inception) through December 31, 1996. In 1996,
approximately $2,080,069 of the net initial partners' capital was used for
drilling and completion cost and for lease acquisition cost. Capital
requirements in the future are expected to be paid with the initial partner's
capital. Management believes that funds are sufficient to complete the 14
wells for which funds have been committed. Under certain circumstances, as
provided in the Registrant's Partnership Agreement, the Registrant may use
revenues and/or borrow monies to fund additional capital requirements.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The required financial statements of the Registrant are contained in a separate
section of this report beginning with page 14 following the signature
attestation. See "Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K".
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
<PAGE> 8
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Registrant does not have any officers or directors. Under the
Registrant's Partnership Agreement, the Registrant's managing general partner,
MD, is granted the exclusive right and full authority to manage, control and
administer the Registrant's business. MD is a wholly-owned subsidiary of
Mewbourne Holdings, Inc.
Set forth below are the names, ages and positions of the directors and
executive officers of MD, the Registrant's managing general partner. Directors
of MD are elected to serve until the next annual meeting of stockholders or
until their successors are elected and qualified.
<TABLE>
<CAPTION>
Age as of
December 31,
Name 1996 Position
- ---- ---- --------
<S> <C> <C>
Curtis W. Mewbourne 61 President and Director
J. Roe Buckley 34 Treasurer and Chief
Financial Officer
Michael F. Shepard 50 Secretary and General
Counsel
Dorothy M. Cuenod 36 Assistant Secretary
and Director
Ruth M. Buckley 35 Assistant Secretary
and Director
Julie M. Greene 33 Assistant Secretary
and Director
</TABLE>
<PAGE> 9
CURTIS W. MEWBOURNE, age 61, formed Mewbourne Holdings in 1965 and
serves as Chairman of the Board and President of Mewbourne Holdings, MOC and
MD. He has operated as an independent oil and gas producer for the past 31
years. Mr. Mewbourne received a Bachelor of Science Degree in Petroleum
Engineering from the University of Oklahoma in 1957. Mr. Mewbourne is the
father of Dorothy M. Cuenod, Ruth M. Buckley, and Julie M. Greene and the
father-in-law of J. Roe Buckley.
J. ROE BUCKLEY, age 34, joined Mewbourne Holdings in July, 1990 and
serves a Treasurer and Chief Financial Officer of both MD and MOC. Mr. Buckley
was employed by MBank Dallas from 1985-1990 where he served as a commercial
loan officer. He received a Bachelor of Arts in Economics from Sewanee in
1984. Mr. Buckley is the son-in-law of Curtis W. Mewbourne and is married to
Ruth M. Buckley. He is also the brother-in-law of Dorothy M. Cuenod and Julie
M. Greene.
MICHAEL F. SHEPARD, age 50, joined MOC in 1986 and serves as Secretary
and General Counsel of MD. He has practiced law exclusively in the oil and gas
industry since 1979 and formerly was counsel with Parker Drilling Company and
its Perry Gas subsidiary for seven years. Mr. Shepard holds the Juris Doctor
degree from the University of Tulsa where he received the National Energy Law
and Policy Institute award as the outstanding graduate in the Energy Law
curriculum. He received the B.A. degree, magna cum laude, from the University
of Massachusetts in 1976. Mr. Shepard is a member of the bar in Texas and
Oklahoma.
DOROTHY MEWBOURNE CUENOD, age 36, received a B.A. Degree in Art
History from The University of Texas and a Masters of Business Administration
Degree from Southern Methodist University. Since 1984 she has served as a
Director and Assistant Secretary of both MD and MOC. Ms. Cuenod is the
daughter of Curtis W. Mewbourne and is the sister of Ruth M. Buckley and Julie
M. Greene. She is also the sister-in-law of J. Roe Buckley.
RUTH MEWBOURNE BUCKLEY, age 35, received a Bachelor of Science Degrees
in both Engineering and Geology from Vanderbilt University. Since 1987 she has
served as a Director and Assistant Secretary of both MD and MOC. Ms. Buckley
is the daughter of Curtis W. Mewbourne and is the sister of Dorothy M. Cuenod
and Julie M. Greene. She is also the wife of J. Roe Buckley.
JULIE MEWBOURNE GREENE, age 33, received a B.A. in Business
Administration from the University of Oklahoma. Since 1988 she has served as a
Director and Assistant Secretary of both MD and MOC. Prior to that time she
was employed by Rauscher, Pierce, Refsnes, Inc. Ms. Greene is the daughter of
Curtis W. Mewbourne and is the sister of Dorothy M. Cuenod and Ruth M.
Buckley. She is also the sister-in-law of J. Roe Buckley.
<PAGE> 10
ITEM 11. EXECUTIVE COMPENSATION
The Registrant does not have any directors or officers. Management of the
Registrant is vested in the managing general partner. None of the officers or
directors of MD or MOC will receive remuneration directly from the Registrant,
but will continue to be compensated by their present employers. The Registrant
will reimburse MD and MOC and affiliates thereof for certain costs of overhead
falling within the definition of Administrative Costs, including without
limitation, salaries of the officers and employees of MD and MOC; provided that
no portion of the salaries of the directors or of the executive officer of MOC
or MD may be reimbursed as Administrative Costs.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
(a) Beneficial owners of more than five percent
<TABLE>
<CAPTION>
Name of Amount & Nature Percent
Beneficial of Beneficial of
Title of Class Owner Owner Class
- -------------- ------- ----- -----
<S> <C> <C> <C>
Limited and Alexander S Morrison 200 General 5.11%
General Partner- 388 Forest Avenue Partnership
ship Interest Spartanburg, SC 29302 Interests
</TABLE>
The owner listed above is an unaffiliated investor with full voting rights.
(b) Security ownership of management
The Registrant does not have any officers or directors. The managing general
partner of the Registrant, MD, has the exclusive right and full authority to
manage, control and administer the Registrant's business. Under the
Registrant's Partnership Agreement, limited and general partners holding a
majority of the outstanding limited and general partnership interests have the
right to take certain actions, including the removal of the managing general
partner. The Registrant is not aware of any current arrangement or activity
which may lead to such removal.
<PAGE> 11
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with MD and its affiliates
Pursuant to the Registrant's Partnership Agreement, the Registrant had the
following related party transactions with MD and its affiliates during the
period April 11, 1996 (date of inception) through December 31, 1996:
Payment of lease operating
and supervision charges in
accordance with standard
industry operating agreements $ 21,206
In 1996, the Registrant was charged by MD for reimbursement of organization
cost of equal to 1% of initial partnership contributions.
Under the Registrant's Partnership Agreement, the managing general partner pays
1% of Registrant's acquisition, drilling and completion costs and 1% of its
operating and general and administrative expenses. In return, it is allocated
1% of the Registrant's revenues.
The Registrant participates in oil and gas activities through a drilling
program created by the Drilling Program Agreement (the "Program"). Pursuant to
the Program, MD pays approximately 2% of the Program's acquisition, drilling
and completion costs and approximately 12% of its operating and general and
administrative expenses. The Registrant pays the remainder of the costs and
expenses of the Program. In return, MD is allocated approximately 12% of the
Program's revenues.
<PAGE> 12
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
(a) 1. Financial statements
The following are filed as part of this annual report:
Report of Independent Accountants
Balance sheet as of December 31, 1996
Statement of income for the period from April 11,
1996 (date of inception) through December 31, 1996
Statement of changes in partners' capital for the
period from April 11, 1996 (date of inception)
through December 31, 1996
Statement of cash flows for the period from April 11,
1996 (date of inception) through December 31, 1996
Notes to financial statements
2. Financial statement schedules
None.
All required information is in the financial statements or the
notes thereto, or is not applicable or required.
3. Exhibits
The exhibits listed on the accompanying index are filed or
incorporated by reference as part of this annual report.
(b) Reports on Form 8-K
None.
<PAGE> 13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereto duly authorized.
MEWBOURNE ENERGY PARTNERS 96-A, L.P.
By: Mewbourne Development Corporation
Managing General Partner
By: /s/ Curtis W. Mewbourne
---------------------------------------
Curtis W. Mewbourne
President and Director
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
<TABLE>
<S> <C> <C>
/s/ Curtis W. Mewbourne President/Director March 28, 1997
- ----------------------------
Curtis W. Mewbourne
/s/ J. Roe Buckley Treasurer/Chief March 28, 1997
- ---------------------------- Financial Officer
J. Roe Buckley
/s/ Dorothy M. Cuenod Director March 28, 1997
- ----------------------------
Dorothy M. Cuenod
/s/ Ruth M. Buckley Director March 28, 1997
- ----------------------------
Ruth M. Buckley
/s/ Julie M. Greene Director March 28, 1997
- ----------------------------
Julie M. Greene
</TABLE>
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT
No annual report or proxy material has been sent to the Registrants security
holders.
<PAGE> 14
MEWBOURNE ENERGY PARTNERS 96-A, L.P.
FINANCIAL STATEMENTS
WITH REPORT OF INDEPENDENT ACCOUNTANTS
FOR THE PERIOD APRIL 11, 1996
(COMMENCEMENT OF OPERATIONS)
THROUGH DECEMBER 31, 1996
<PAGE> 15
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Mewbourne Development Corporation:
We have audited the accompanying balance sheet of Mewbourne Energy Partners
96-A, L.P. as of December 31, 1996, and the related statements of income,
changes in partners' capital and cash flows for the period April 11, 1996
(commencement of operations) through December 31, 1996. These financial
statements are the responsibility of management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit 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 audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above presents fairly, in
all material respects, the financial position of Mewbourne Energy Partners
96-A, L.P. as of December 31, 1996, and the results of its operations and its
cash flows for the period April 11, 1996 (commencement of operations) through
December 31, 1996, in conformity with generally accepted accounting principles.
/s/ Coopers & Lybrand L.L.P.
Dallas, Texas
March 7, 1997
<PAGE> 16
MEWBOURNE ENERGY PARTNERS 96-A, L.P.
BALANCE SHEET
DECEMBER 31, 1996
<TABLE>
ASSETS
<S> <C>
Cash $ 1,844,712
-------------
Accounts Receivable 25,397
-------------
Oil and gas properties at cost --full cost method 2,080,069
Less accumulated depreciation, depletion and amortization --
2,080,069
-------------
Organization costs, net 37,429
-------------
Total Assets $ 3,987,607
-------------
LIABILITIES AND PARTNERS' CAPITAL
Interest payable, affiliate $ 5,127
-------------
Notes payable, affiliate 367,840
-------------
Partners' capital:
Limited and general partners 3,578,494
Managing general partner 36,146
Total partners' capital 3,614,640
-------------
Total liabilities and partners' capital $ 3,987,607
-------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 17
MEWBOURNE ENERGY PARTNERS 96-A, L.P.
STATEMENT OF INCOME
FOR THE PERIOD APRIL 11, 1996 (COMMENCEMENT
OF OPERATIONS) THROUGH DECEMBER 31, 1996
<TABLE>
<S> <C>
Revenues:
Oil and gas sales $ 27,368
Interest income 15,170
-----------
42,538
-----------
Expenses:
Lease Operating and Production Taxes 1,971
Administrative and general 1,500
Interest expense 5,127
Amortization expense 1,291
-----------
9,889
Net income $ 32,649
-----------
Allocation of net income:
Managing general partner $ 326
-----------
Limited and general partners $ 32,323
-----------
Net income per limited and general partner interest (3,872 outstanding) $ 8.43
-----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 18
MEWBOURNE ENERGY PARTNERS 96-A, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
FOR THE PERIOD APRIL 11, 1996 (COMMENCEMENT
OF OPERATIONS) THROUGH DECEMBER 31, 1996
<TABLE>
<CAPTION>
Limited
and Managing
General General
Partners Partner Total
---------- ------- -----------
<S> <C> <C> <C>
Capital contributions $3,872,000 $39,111 $ 3,911,111
Offering costs (325,829) (3,291) (329,120)
Net income 32,323 326 32,649
---------- ------- -----------
Partners' capital, end of period $3,578,494 $36,146 $ 3,614,640
---------- ------- -----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 19
MEWBOURNE ENERGY PARTNERS 96-A, L.P.
STATEMENT OF CASH FLOWS
FOR THE PERIOD APRIL 11, 1996 (COMMENCEMENT
OF OPERATIONS) THROUGH DECEMBER 31, 1996
<TABLE>
<S> <C>
Cash flows from operating activities:
Net income $ 32,649
Adjustment to reconcile net income to net cash used in operating activities:
Amortization expense 1,291
Changes in operating assets and liabilities:
Increase in accounts receivable (25,397)
Increase in organization costs (38,720)
Increase in accounts payable, affiliate 5,127
------------
Net cash used in operating activities (25,050)
-------------
Cash flows from investing activities:
Purchase of oil and gas properties (2,080,069)
-------------
Net cash used in investing activities (2,080,069)
-------------
Cash flows from financing activities:
Capital contributions from partners 3,911,111
Proceeds from issuance of note payable, affiliate 367,840
Offering costs (329,120)
-------------
Net cash provided by financing activities 3,949,831
------------
Cash at end of period $ 1,844,712
------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 20
MEWBOURNE ENERGY PARTNERS 96-A, L.P.
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES:
ACCOUNTING FOR OIL AND GAS PRODUCING ACTIVITIES
Mewbourne Energy Partners 96-A, L.P., a Delaware limited
partnership (the partnership) engaged primarily in oil and gas
development and production in Texas, Oklahoma and New Mexico, follows
the full-cost method of accounting for its oil and gas activities.
Under the full-cost method, all productive and nonproductive costs
incurred in the acquisition, exploration and development of oil and
gas properties are capitalized. Depreciation, depletion and
amortization of oil and gas properties subject to amortization is
computed on the units-of-production method based on the proved
reserves underlying the oil and gas properties. At December 31, 1996,
no capitalized costs were subject to amortization. Gains and losses
on the sale or other disposition of properties are not recognized
unless such adjustments would significantly alter the relationship
between capitalized costs and the proved oil and gas reserves.
Capitalized costs are subject to an annual ceiling test that limits
such costs to the aggregate of the present value of future net cash
flows of proved reserves and the lower of cost or fair value of
unproved properties.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
ORGANIZATION COSTS
Organization costs are capitalized and amortized on the
straight-line method over 60 months.
CASH
The partnership maintains all its cash in one financial
institution.
INCOME TAXES
The partnership is treated as a partnership for income tax
purposes, and as a result, income of the partnership is reported on
the tax returns of the partners and no recognition is given to income
taxes in the financial statements.
<PAGE> 21
2. ORGANIZATION AND RELATED PARTY TRANSACTIONS:
The partnership's operations commenced on April 11, 1996.
Mewbourne Development Corporation (MD) is managing general partner and
Mewbourne Oil Company (MOC) is operator of oil and gas properties
owned by the partnership. Substantially all transactions are with MD
and MOC.
MD pays 1% of all costs of the partnership and receives 1% of
all revenue. The limited and general partners pay all other costs and
receive all other revenue.
Reimbursement to MOC for supervision and other operating
charges totaled $21,206 for the period April 11, 1996 (commencement of
operations) through December 31, 1996. Services and operator charges
are billed in accordance with the program and partnership agreements.
MD, on behalf of the partnership, incurred organization and
offering costs of $38,720 and $329,120, respectively. As of December
31, 1996 these amounts had been reimbursed to MD with proceeds of
$367,840 from a note payable to Mewbourne Financial Corporation (MFC),
an affiliate of MD. The note payable to MFC originated November 7,
1996 and is payable in twenty quarterly installments of principal and
interest (NationsBank Prime plus 1% at December 31, 1996), commencing
February 7, 1997. The carrying value of the note payable approximates
fair value at December 31, 1996.
In addition, MD can charge the partnership up to 5.5% of
initial partners' capital in management fees. In accordance with the
partnership agreement, management fees can only be reimbursed to MD
with funds which would otherwise be available for distribution. There
had been no reimbursements for management fees as of December 31,
1996.
In general, during any particular calendar year the total
amount of administrative expenses allocated to the partnership shall
not exceed the greater of (a) 3.5% of the partnership's gross revenue
from the sale of oil and natural gas production during each year
(calculated without any deduction for operating costs or other costs
and expenses) or (b) the sum of $50,000 plus .25% of the capital
contributions of limited and general partners.
The partnership participates in oil and gas activities through
an income tax partnership (the Program). The partnership and MD are
parties to the Program agreement. The costs and revenues of the
Program are allocated to MD and the partnership as follows:
<PAGE> 22
<TABLE>
<CAPTION>
MD(1) Partnership
---------- ------------
<S> <C> <C>
Revenues:
Proceeds from disposition of depreciable and
depletable properties 12.121213% 87.878787%
All other revenues 12.121213% 87.878787%
Costs and expenses:
Lease acquisition costs and drilling and
completion costs 2.020202% 97.979798%
Operating costs, reporting and legal
expenses, general and administrative
expenses and all other costs 12.121213% 87.878787%
</TABLE>
(1) Excludes MD's one percent (1%) general partner ownership which is
allocated at the partnership level.
The partnership's financial statements reflect its respective proportionate
interest in the Program.
<PAGE> 23
3. RECONCILIATION OF NET INCOME PER STATEMENT OF INCOME WITH NET LOSS PER
FEDERAL INCOME TAX RETURN:
The following is a reconciliation of net income per statement
of income with the net loss per federal income tax return for the
period April 11, 1996 (commencement of operations) through December
31, 1996:
<TABLE>
<S> <C>
Net income per statement of income $ 32,649
Intangible development costs capitalized for financial reporting
purposes and expensed for tax reporting purposes (1,360,606)
Depreciation and depletion for financial reporting purposes less
than amounts for tax reporting purposes --
---------------
Net loss per federal income tax return before tentative tax depletion $ (1,327,957)
--------------
</TABLE>
At December 31, 1996, the partnership's financial reporting
bases of its assets and liabilities exceeded the tax bases of its
assets and liabilities by $1,360,606.
4. PRELIMINARY OIL AND GAS INFORMATION (UNAUDITED):
A majority of the wells drilled, or to be drilled, by the
partnership have been, or will be, completed subsequent to December
31, 1996. Sufficient information is not yet available from well tests
or from initial production to accurately present numerical unaudited
reserve information.
5. IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:
In October 1996, Statement of Position (SOP) 96-1,
"Environment Remediation Liabilities," was issued. It requires
companies to recognize the cost of environmental remediation on an
accrual basis. The partnership does not expect the adoption of the
pronouncement in 1997 to have a material impact.
<PAGE> 24
MEWBOURNE ENERGY PARTNERS 96-A, L.P.
INDEX TO EXHIBITS
The following documents are incorporated by reference in response to Item
14(a)3.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- ----------------------------------------------------------------------------
<S> <C>
3.1 Form of Certificate of Limited Partnership (filed as Exhibit 3.1 to Registration
Statement on Form S-1, File No. 33-90480 And incorporate herein by reference)
3.2 Form of Certificate of Amendment of the Certificate of Limited Partnership (filed as Exhibit 3.2 to
Registration Statement on Form S-1, File No. 33-90480 and incorporated herein by reference)
4.1 Form of Agreement of Partnership (filed as Exhibit 4.1 to Registration Statement on Form S-1, File No.
33-90480 and incorporated herein by reference)
4.1.2 Amendment to Agreement of Partnership (filed herewith) 10.1 Form of Drilling Program Agreement
(filed as Exhibit 10.1 to Registration Statement on Form S-1, File No. 33-90480 and incorporated
herein by reference)
10.5 Form of Operating Agreement (filed as Exhibit 10.1 to Registration Statement on Form S-1, File No. 33
90480 and incorporated herein by reference)
27 Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 4.1.2
CERTIFICATE OF SECOND AMENDMENT
TO
CERTIFICATE OF LIMITED PARTNERSHIP
OF
MEWBOURNE ENERGY PARTNERS 96-A, L.P.
The Certificate of Second Amendment to Certificate of Limited
Partnership of MEWBOURNE ENERGY PARTNERS 96-A, L.P. (the "Partnership") is
being executed and filed by the undersigned general partners under the Delaware
Revised Uniform Limited Partnership Act.
ARTICLE ONE
In order to reflect the assignment and withdrawal by certain
general partners of their General Partner Interest in the Partnership
and the substitution of their respective transferees as a substituted
General Partner in the Partnership, Exhibit A to the Certificate of
Limited Partnership of the Partnership, as previously amended by that
certain Certificate of Amendment to Certificate of Limited Partnership
dated November 7, 1996, is hereby deleted and such Exhibit A is hereby
restated as set forth in Exhibit A hereto.
ARTICLE TWO
Article Four of the Certificate of Limited Partnership of the
Partnership is hereby amended in its entirety to read as follows:
The name and business address of the managing general partner
of the Partnership is Mewbourne Development Corporation, 3901 S.
Broadway, Tyler, Texas 75701. The names of the investor general
partners admitted to the Partnership are set forth on Exhibit A
hereto. The business address of the investor general partners is 3901
S. Broady, Tyler, Texas 75701.
IN WITNESS WHEREOF, the undersigned, the Managing Partner by and
through a duly authorized officer thereof acting for itself and as
attorney-in-fact for each of the General Partners set forth on Exhibit A has
executed this Certificate of Amendment to Certificate of Limited Partnership on
this 12th day of December, 1996.
MEWBOURNE DEVELOPMENT CORPORATION,
acting for itself and as attorney-in-fact
for each of the General Partners as set
forth on Exhibit A
By: /s/ J. Roe Buckley
---------------------------------
J. Roe Buckley, Treasurer
<PAGE> 2
EXHIBIT A
GENERAL PARTNER INTEREST
MEWBOURNE ENERGY PARTNERS 96-A
<TABLE>
<CAPTION>
General Partner Interest State of Residence
- ------------------------ ------------------
<S> <C>
Priscilla J. Bair PA
Leslie L. Bear PA
Dale W. & Lillian R. Beebee NY
James G. & Wanda F. Bennett MO
William C. Bickel PA
Doris M. Bishop VA
Blackman Family Trust
James & Virginia Blackman AZ
Anne M. Blackwood Trust
Anne M. Blackwood, Trustee TX
Frederick W. Bode PA
Mark J. Bowman IL
William L. & Nancy H. Brach NJ
Barry H. Bredt PA
William Joseph Brinn, Jr ND
James C. Britt MD
Brook Family Trust
Arthur H. & Mary P. Brook, Trustees CA
Esther L. Bucher DE
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
Esther Calcaterra Revocable Living Trust
Esther Calcaterra, Trustee MO
Luz M. & Jose M. Cantellops, M.D. PA
L. Robert Castorr MD
Alvin E. & Shirley A. Catlett OH
Phillip W. Chao DE
Linda S. Cohen VA
Conrad Family Trust Dated 8/28/95
William D. & Eloise D. Conrad, Trustees AZ
D. N. Coupard Rev. Trust
P. E. Coupard Rev. Trust
D. N. & P. E. Coupard, Trustees MD
Clare Crawford-Mason DC
Herbert L. & M. Arlene Culp PA
R. Russell Darby PA
Paul R. Davis UT
Del-Kijaico, Inc. DE
Paul I. Detwiler, Jr.
Patricia B. Detwiler PA
Timothy R. & Nandy L. Dorlac MO
Donald J. Dorr MO
William A. Dougherty VA
Mary Lou Doyle MD
Willard B. & Evelyn P. Dunn PA
The Engle Trust
Charles V. & Marjorie C. Engle CA
</TABLE>
<PAGE> 4
<TABLE>
<S> <C>
Maximo Fernandez Leeds Trust
Max F. Leeds, Trustee CA
George Figacz Trust
George Figacz, Trustee MI
Mary Flauaus Revocable Living Trust
Mary M. Wurtz, Trustee MO
Alice Virginia D. Fletcher MD
John & Betty Foor NY
Francus Family Ltd. Partnership
Cyril Francus General Partner NJ
Stephen J. Fukayama IL
John J. Getz Sr. Revocable Trust
Ann I. Getz Revocable Trust
John J. & Ann I. Getz, Trustees NJ
Edward Gilbert MD
Dorothy I. Goggio MO
Morton Goldfield PA
Vivian F. Goode MD
Gary E. Gottfredson UT
Richard J. & Mary M. Grich VA
Helen F. Grim PA
David L. & Diane M. Grubbs MO
Joan M. Gruebner Living Trust
Herman W. Gruebner, Trustee IL
John E. Gusto Trust
John E. Gusto, Trustee CA
George E. & Judith L. Guttschalk TX
</TABLE>
<PAGE> 5
<TABLE>
<S> <C>
Don E. & Gloria F. Hamrick VA
Deborah A. & James E. Hanshall CA
Timothy A. Harrison NC
Allan L. Higgins IL
Peter F. Hille CA
Floyd & Alice Ho DE
LaRue A. & Any M. Hoffman Family Trust CA
Patricia N. Holland MD
Donald K. & Cathline S. Ingram MD
C. Russell & Anita D. Johnson PA
Johnson Loving Trust
Susan G. Johnson, Trustee TX
Lloyd E. Kaiser PA
Jasmat N. Kansagra, M.D. &
Niramala J. Kansagra PA
Robert B. & Bernice F. Kay PA
Kehres Family Trust
Jesse W. & Ester A. Kehres, Trustees CA
David K. Kennedy DE
Kerr Family Trust Dated 7/20/89
Robert A. & Janet F. Kerr, Trustees CA
Rosemary Kinder Revocable Living Trust
Rosemary Kinder, Trustee MO
Kenneth W. & Donna M. Klatch MO
John J. Klocko DE
</TABLE>
<PAGE> 6
<TABLE>
<S> <C>
Thomas Michael & Anne L. Knasel OH
Wiliam L. Kraus, III DE
Dennis L. Krause DE
Lawrence G. Lareau PA
Paul G. Lehmitz UT
Edward G. Lippitt WV
Gilbert W. & Lula G. Lord VA
Rose Lorie Trust
Richard A. Bishop, Trustee DC
Andrew & Barbara Magiera MI
Patricia Jean Manzo Trust CA
Robert S. Marcus PA
Gordon R. Masters MD
Robert E. & Mary F. McGlaughlin MO
John G. Mergner, Sr. MD
Ralph W. Minard Living Trust
Ralph W. Minard, Trustee IL
Richard C. Minto Trust
Richard C. Minto, Trustee MO
C. W. Moore WV
Alexander S. Morrison SC
Robert E. Mortensen PA
Nancy G. Nation TX
John C. & Mildred Estes New MD
</TABLE>
<PAGE> 7
<TABLE>
<S> <C>
Lloyd C. Newsom NJ
Ronald D. Nielsen UT
Gary A. & Kathleen E. Novotny CA
Timothy I. & Helen C. O'Hearn TX
Robert E. O'Neill IL
Claudia H. Peters PA
Nancy L. Petrovich PA
Gregory T. & Carol A. Rada PA
Radhica Ramrattan MD
Marian M. Reagan TN
Thomas E. & Mary Anne Rebernak IL
Ben E. Rodell Revocable Living Trust
Ben E. Rodell, Trustee MO
Gordon & Deborah H. Schirm OH
Maurice Schneider DE
David R. Schroeder Living Trust
David R. & Jan F. Schroeder, Trustees IL
Stuart L. Schwotzer OH
Tina R. Sigman Living Trust
Tina R. Sigman, Trustee MO
Vernon P. & Lida S. Simmons VA
Paul A. Skaff WV
Fred W. Sladek Trust
Fred W. Sladek, Trustee CA
</TABLE>
<PAGE> 8
<TABLE>
<S> <C>
James C. Smith Jr. Rev. Trust
James C. Smith, Jr. Trustee VA
Josephine L. Smith PA
Reynold B. Smith Trust B
Josephine L. Smith, Trustee PA
John J. Spillane PA
Edward T. Sprock Trust
Edward T. Sprock, Trustee MI
Carol H. Straus MD
Mary A. Suchan Revocable Living Trust MO
Keith Sueker PA
Gladyce T. Sumida DC
Sarah H. Taylor TN
George S. & Susan D. Temple MO
David H. Thomas MO
Cary J. & Linda L. Thompson MO
Jack F. Traverso DE
Mark J. & Deborah M. Troch MD
Ka Khy & Sayeda Tze DE
Valetta PA
Barbara Waldman MD
Wamhoff Revocable Trust
Robert E. & Diane F. Wamhoff, Trustees MO
Russell F. & Laurie A. Warren CT
Estate of Carl Weiland
</TABLE>
<PAGE> 9
<TABLE>
<S> <C>
Barbara Waldman, Personal Rep. MD
Ira Wharton WV
B. E. Williams WV
Timothy & Janet Wills CA
Stanley A. Witzel NJ
Richard & Kathleen Wolter NJ
Dennis P. Yarnell DE
Barnet D. & Jane R. Zeldin PA
</TABLE>
<PAGE> 10
EXHIBIT B
LIMITED PARTNER INTEREST
MEWBOURNE ENERGY PARTNERS 96-A
<TABLE>
<CAPTION>
Limited Partner Interest State of Residence
- ------------------------ ------------------
<S> <C>
Bruce Addison FL
Francus Family Ltd. Partnership
Cyril Francus General Partner NJ
Helen F. Grim PA
Timothy A. Harrison NC
Johnson Loving Trust
Susan G. Johnson, Trustee TX
Thomas Michael & Anne L. Knasel OH
Patricia Jean Manzo Trust CA
Andy Lee McCollum IL
Robert E. O'Neill IL
Marian M. Reagan TN
John E. Sayler PA
Josephine L. Smith PA
Reynold B. Smith Trust B
Josephine L. Smith, Trustee PA
Sarah H. Taylor TN
Russell F. & Laurie A. Warren CT
Stanley A. Witzel NJ
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> APR-11-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,844,712
<SECURITIES> 0
<RECEIVABLES> 25,397
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,870,109
<PP&E> 2,117,498
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,987,607
<CURRENT-LIABILITIES> 372,967
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,614,640
<TOTAL-LIABILITY-AND-EQUITY> 3,987,607
<SALES> 42,538
<TOTAL-REVENUES> 42,538
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,762
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,127
<INCOME-PRETAX> 32,649
<INCOME-TAX> 0
<INCOME-CONTINUING> 32,649
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 32,649
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
