-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AtUsOLnFy4Pz1VRwYMPwQtR6LJ3QJ0pKG1EMayCtarkaJSEALqzKKWnRHt7ASFhZ BYI45XU5aMkB8p8u4o5BeQ== 0000950134-02-002824.txt : 20020415 0000950134-02-002824.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950134-02-002824 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEWBOURNE ENERGY PARTNERS 01-A LP CENTRAL INDEX KEY: 0001136529 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-57156 FILM NUMBER: 02590459 BUSINESS ADDRESS: STREET 1: PO BOX 7698 CITY: TYLER STATE: TX ZIP: 75711 BUSINESS PHONE: 9035612900 MAIL ADDRESS: STREET 1: PO BOX 7698 CITY: TYLER STATE: TX ZIP: 75711 10-K 1 d95429e10-k.txt FORM 10-K FOR FISCAL YEAR END DECEMBER 31, 2001 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 For the year ended December 31, 2001 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. 333-57156 MEWBOURNE ENERGY PARTNERS 01-A, L.P. Delaware 75-2926279 - ------------------------------- ----------------------- (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) 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 $15,000,000.00. 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. 333-57156. 1 PART I ITEM 1. BUSINESS Mewbourne Energy Partners 01-A, L.P. (the "Registrant") is a limited partnership organized under the laws of the State of Delaware on February 23, 2001 (date of inception). Its managing general partner is Mewbourne Development Corporation, a Delaware corporation ("MD"). A Registration Statement was filed pursuant to the Securities Act of 1933, as amended, registering limited partnership interests aggregating $6,000,000 and $24,000,000 in general partnership interests in a series of Delaware limited partnerships formed under Mewbourne Energy 01-02 Drilling Programs. The Registrant was declared effective by the Securities and Exchange Commission on June 12, 2001. On August 28, 2001, the offering of limited and general partnership interests in the Registrant was closed, with interests aggregating $15,000,000 being sold to 569 subscribers of which $13,513,000 were sold to 528 subscribers as general partner interests and $1,487,000 were sold to 41 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, 2001, 11 wells had been drilled and were productive and three wells were drilled and abandoned. The following table summarizes the Registrant's drilling activity from inception through December 31, 2001:
Gross Net --------------- --------------- Dry Productive Dry Productive --- ---------- --- ---------- Development wells 3 11 .801 2.767
The sale of crude oil and natural gas produced by the Registrant will be affected by a number of factors that 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. 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 2 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 23, 2002, MOC employed 116 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 price received by the Registrant for natural gas sales will tend to increase during the winter months. Order backlog is not pertinent to the Registrant's business. 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, the Texas Panhandle, and the Permian Basin of New Mexico and West Texas, were acquired by the Registrant, resulting in the Registrant's participation in the drilling of 14 oil and gas wells. At December 31, 2001, 11 wells had been drilled and were productive and three wells were drilled and abandoned. ITEM 3. LEGAL PROCEEDINGS The Registrant is not aware of any pending legal proceedings to which it is a party. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matter was submitted to a vote of security holders during the period ended December 31, 2001 covered by this report. 3 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS At March 23, 2002, the Registrant had 15,000 outstanding limited and general partnership interests held of record by 569 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 from inception through December 31, 2001, 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 February 23, 2001 (date of inception) through December 31, 2001: Operating results: Oil and gas sales $ 130,944 Net loss $(2,027,082) Net loss per limited and general partner interest $ (135.14) At year end: Total Assets $12,983,672 ===========
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General Mewbourne Energy Partners 01-A, L.P. (the "Registrant") was organized as a Delaware limited partnership on February 23, 2001. The offering of limited and general partner interests began June 12, 2001 as part of an offering registered under the name Mewbourne Energy 01-02 Drilling Programs. The offering of limited and general partner interests in the Registrant concluded August 28, 2001, with total investor partner contributions of $15,000,000. 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 4 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. Revenues during the period from February 23, 2001 (date of inception) through December 31, 2001 totaled $220,817, and consisted of oil and gas sales in the amount of $130,944, and interest income in the amount of $89,873. Production volumes during the period ended December 31, 2001 amounted to approximately 112 bbls of oil and 60,514 mcf of gas at corresponding average realized prices of $17.21 per bbl of oil and $2.13 per mcf of gas. Expenses totaling $2,247,899, consisting primarily of depreciation, depletion and amortization in the amount of $99,915,and a cost ceiling write-down of $2,131,150. Lease operating expenses totaled $7,928. Production taxes were $8,826. Administrative and general expenses were $80. Which resulted in a net loss for the period of $2,027,082. At December 31, 2001, 11 wells had been drilled and were productive and 3 wells had been drilled and abandoned. The Registrant's oil and gas revenues should increase during 2002 as additional wells are completed and oil and gas production is sold. Interest income should decrease in 2002 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 costs will decrease during 2002 and that lease operating cost and depletion provisions will increase. Liquidity and capital resources Net cash increased by $4,976,657 during the period from February 23, 2001 (date of inception) through December 31, 2001. Approximately $10,049,549 of the net initial partners' capital of $15,000,000 was used for drilling and completion costs. Capital requirements in the future are expected to be paid with the initial partners' capital. Management believes that funds are sufficient to complete the 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, either through a financial institution or through an affiliate of MD, to fund additional capital requirements. Critical Accounting Policies The Registrant 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. Oil and gas properties 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. 5 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. Significant estimates inherent in the Registrants financial statements include the estimate of oil and gas reserves as reported in the footnotes to the financial statements. Changes in oil and gas prices, changes in production estimates and the success or failure in future development activities could have a significant effect on reserve estimates. The reserve estimates directly impact the computation of depreciation, depletion and amortization, and the ceiling test for the Registrants oil and gas properties. All financing activities of the Registrant are reported in the financial statements. The Registrant does not engage in any off-balance sheet financing arrangements. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The required financial statements of the Registrant are contained in a separate section of this report 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. 6 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.
Age as of December 31, Name 2001 Position - ---- ------------ -------- Curtis W. Mewbourne 66 President and Director J. Roe Buckley 39 Vice President and Chief Financial Officer Alan Clark 49 Treasurer Michael F. Shepard 55 Secretary and General Counsel Dorothy M. Cuenod 41 Assistant Secretary and Director Ruth M. Buckley 40 Assistant Secretary and Director Julie M. Greene 38 Assistant Secretary and Director
7 CURTIS W. MEWBOURNE, age 66 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 37 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 39 joined Mewbourne Holdings in July, 1990 and serves as Vive President 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. ALAN CLARK, age 49, joined Mewbourne Oil Company in 1979 and serves as Treasurer and Controller of both MD and MOC. Prior to joining MOC, Mr. Clark was employed by Texas Oil and Gas Corporation as Assistant Supervisor of joint interest accounting from 1976 to 1979. Mr. Clark has served in several accounting/finance positions with Mewbourne Oil Company prior to his current assignment. Mr. Clark received a Bachelor of Business Administration from the University of Texas at Arlington. MICHAEL F. SHEPARD, age 55 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 41 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 40 received a Bachelor of Science Degree 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 38 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. 8 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
Name of Amount & Nature Percent Beneficial of Beneficial of Title of Class Owner Owner Class - -------------- ---------- --------------- ----- None None N/A N/A
(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 that may lead to such removal. 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 February 23, 2001 (date of inception) through December 31, 2001: Payment of well charges and supervision charges in accordance with standard industry operating agreements $267,348 The Registrant participates in oil and gas activities through a drilling program created by the Drilling Program Agreement (the "Program"). Pursuant to the 9 Program, MD pays approximately 30% of the Program's capital expenditures and approximately 40% 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 40% of the Program's revenues. 10 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, 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, 2001 Statement of income for the period from February 23, 2001 (date of inception) through December 31, 2001 Statement of changes in partners' capital for the period from February 23, 2001 (date of inception) through December 31, 2001 Statement of cash flows for the period from February 23, 2001 (date of inception) through December 31, 2001 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. 11 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 01-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. /s/ Curtis W. Mewbourne President/Director March 23, 2002 - ---------------------------- Curtis W. Mewbourne /s/ J. Roe Buckley Vice President/Chief March 23, 2002 - ---------------------------- Financial Officer J. Roe Buckley /s/ Alan Clark Treasurer March 23, 2002 - ---------------------------- Alan Clark /s/ Dorothy M. Cuenod Director March 23, 2002 - ---------------------------- Dorothy M. Cuenod /s/ Ruth M. Buckley Director March 23, 2002 - ---------------------------- Ruth M. Buckley /s/ Julie M. Greene Director March 23, 2002 - ---------------------------- Julie M. Greene
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 Registrant's security holders. 12 MEWBOURNE ENERGY PARTNERS 01-A, L.P. FINANCIAL STATEMENTS WITH REPORT OF INDEPENDENT ACCOUNTANTS FOR THE PERIOD FROM FEBRUARY 23, 2001 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2001 13 REPORT OF INDEPENDENT ACCOUNTANTS To the Partners of Mewbourne Energy Partners 01-A, L.P. and to the Board of Directors of Mewbourne Development Corporation: In our opinion, the accompanying balance sheet and the related statement of loss, changes in partners' capital and cash flows present fairly, in all material respects, the financial position of Mewbourne Energy Partners 01-A, L.P. at December 31, 2001, and the results of its operations and its cash flows for the period from February 23, 2001 (date of inception) through December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnership's management, our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP Dallas, Texas March 25, 2002 14 MEWBOURNE ENERGY PARTNERS 01-A, L. P. BALANCE SHEET December 31, 2001
2001 ASSETS Cash and cash equivalents $ 4,976,657 Prepaid well cost 59,719 Accounts receivable, affiliate 128,812 Oil and gas properties at cost, full cost method 10,049,549 Less accumulated depreciation, depletion and amortization (2,231,065) ------------ 7,818,484 ------------ Total assets $ 12,983,672 ============ LIABILITIES AND PARTNERS' CAPITAL Accounts payable, affiliate $ 10,754 ------------ Partners' capital General partners 11,686,869 Limited partners 1,286,049 ------------ Total partners' capital 12,972,918 ------------ Total liabilities and partners' capital $ 12,983,672 ============
The accompanying notes are an integral part of the financial statements. 15 MEWBOURNE ENERGY PARTNERS 01-A, L. P. STATEMENT OF LOSS For the period from February 23, 2001 (date of inception) through December 31, 2001
2001 Revenues: Oil and gas sales $ 130,944 Interest income 89,873 ----------- 220,817 ----------- Expenses: Lease operating expense 7,928 Production taxes 8,826 Administrative and general expense 80 Depreciation, depletion and amortization 99,915 Cost ceiling write-down 2,131,150 ----------- 2,247,899 ----------- Net loss $(2,027,082) =========== Allocation of net loss: General partners $(1,826,131) =========== Limited partners $ (200,951) =========== Basic and diluted net loss per limited and general partner interest (15,000 outstanding) $ (135.14) ===========
The accompanying notes are an integral part of the financial statements. 16 MEWBOURNE ENERGY PARTNERS 01-A, L. P. STATEMENT OF CHANGES IN PARTNERS' CAPITAL For the period from February 23, 2001 (date of inception) through December 31, 2001
General Limited Partners Partners Total ------------ ------------ ------------ Balance at February 23, 2001 (date of inception) $ 0 $ 0 $ 0 Contributions 13,513,000 1,487,000 15,000,000 Net loss (1,826,131) (200,951) (2,027,082) ------------ ------------ ------------ Balance at December 31, 2001 $ 11,686,869 $ 1,286,049 $ 12,972,918 ============ ============ ============
The accompanying notes are an integral part of the financial statements. 17 MEWBOURNE ENERGY PARTNERS 01-A, L. P. STATEMENT OF CASH FLOWS For the period February 23, 2001 (date of inception) through December 31, 2001
2001 Cash flows from financing activities: Net loss $ (2,027,082) Adjustment to reconcile net loss to net cash provided by operating activities: Depreciation depletion and amortization 99,915 Cost ceiling write-down 2,131,150 Changes in operating assets and liabilities: Accounts receivables, affiliate (128,812) Accounts payable, affiliate 10,754 ------------ Net cash provided by operating activities 85,925 ------------ Cash flows from investing activities: Purchase of oil and gas properties (10,049,549) Prepaid well cost (59,719) ------------ Net cash used in investing activities (10,109,268) ------------ Cash flows from financing activities: Capital contributions from partners 15,000,000 ------------ Net cash provided by financing activities 15,000,000 ------------ Net increase in cash 4,976,657 Cash, beginning of period 0 ------------ Cash, end of period $ 4,976,657 ============
The accompanying notes are an integral part of the financial statements. 18 MEWBOURNE ENERGY PARTNERS 01-A, L.P. NOTES TO FINANCIAL STATEMENTS 1. Significant Accounting Policies: Accounting for Oil and Gas Producing Activities Mewbourne Energy Partners 01-A, L.P., (the "Partnership"), a Delaware limited partnership engaged primarily in oil and gas development and production in Texas, Oklahoma, and New Mexico, was organized on February 23, 2001. The offering of limited and general partnership interests began June 12, 2001 as a part of an offering registered under the name Mewbourne Energy Partners 01-02 Drilling Programs, (the "Program"), and concluded August 28, 2001, with total investor contributions of $15,000,000. The Program's sole business is the development and production of oil and gas with a concentration on gas. Substantially all of the Program's gas reserves are being sold regionally in the spot market. Due to the highly competitive nature of the spot market, prices are subject to wide seasonal and regional pricing fluctuations. In addition, such spot market sales are generally short-term in nature and are dependent upon obtaining transportation services provided by pipelines. The prices received for the Program's oil and gas are subject to influences such as global consumption and supply trends. The Partnership 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, 2001, approximately $5.7 million of capitalized costs were excluded from amortization. The excluded costs were development costs incurred in 2001 on wells in progress. These costs will be subject to amortization in 2002. 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. A cost ceiling write-down of $2,131,150 was recorded for the year ended December 31, 2001. 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. Cash and cash equivalents The Partnership considers all highly liquid investments, those with original maturities of three months or less at the date of acquisition, to be cash equivalents. 19 The Partnership maintains all its cash in one financial institution. Oil and Gas Sales The Program's oil and condensate production is sold, title passed, and revenue recognized at or near the Program's wells under short-term purchase contracts at prevailing prices in accordance with arrangements which are customary in the oil industry. Sales of gas applicable to the Program's interest are recorded as revenue when the gas is metered and title transferred pursuant to the gas sales contracts covering the Program's interest in gas reserves. The Partnership uses the sales method to recognize oil and gas revenue whereby revenue is recognized for the amount of production taken regardless of the amount for which the Partnership is entitled based on its working interest ownership. As of December 31, 2001, no material gas imbalances between the Partnership and other working interest owners existed. 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. 2. Organization and Related Party Transactions: The Partnership was organized on February 23, 2001. 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. Reimbursement to MOC for supervision and other operator charges totaled $267,348 for the period February 23, 2001 (date of inception) through December 31, 2001. Services and operator charges are billed in accordance with the program and partnership agreements. 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. Under this arrangement, $80 was allocated to the Partnership during the period ended December 31, 2001. 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: 20
Partnership MD ----------- ------- Revenues: Proceeds from disposition of depreciable and depletable properties 60% 40% All other revenues 60% 40% Costs and expenses: Organization and offering costs (1) 0% 100% Lease acquisition costs (1) 0% 100% Tangible and intangible drilling costs (1) 100% 0% Operating costs, reporting and legal expenses, general and administrative expenses and all other costs 60% 40%
(1) As noted above, pursuant to the Program, MD must contribute 100% of organization and offering costs and lease acquisition costs which will approximate 30% of total capital costs. To the extent that organization and offering costs and lease acquisition costs are less that 30% of total capital costs, MD is responsible for tangible drilling costs until its share of the Program's total capital costs reaches approximately 30%. The Partnership's financial statements reflect its respective proportionate interest in the Program. 3. Reconciliation of Net Loss Per Statement of Loss With Net Loss Per Federal Income Tax Return: The following is a reconciliation of net loss per statement of loss with the net loss per federal income tax return for the period from February 23, 2001 (date of inception) through December 31, 2001: Net loss per statement of loss $(2,027,082) Intangible development costs capitalized for financial reporting purposes and expensed for tax reporting purposes (8,337,695) Dry hole costs capitalized for financial reporting purposes and expensed for tax reporting purposes (750,519) Cost ceiling write-down for financial reporting purposes 2,131,150 Depreciation, depletion and amortization for tax reporting purposes over amounts for financial reporting purposes (3,841) ----------- Net income per federal income tax return before tentative tax depletion $(8,987,987) ===========
The Partnership's financial reporting bases of its net assets exceeded the tax bases of its net assets by $6,960,905 at December 31, 2001. 4. Recently Issued Accounting Standards In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 143 (FAS 143), Accounting for Asset Retirement Obligations. This statement changes financial accounting and reporting for obligations associated with the 21 retirement and disposal of long-lived assets and the associated asset retirement costs and is effective for the Partnership beginning January 1, 2003. The Partnership is currently evaluating the effect of adopting FAS 143. In August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144 (FAS 144), Accounting for the Impairment or Disposal of Long-Lived Assets. This statement changes financial accounting and reporting for the impairment or disposal of long-lived assets and is effective for the Partnership beginning January 1, 2002. The Partnership does not expect the adoption of Fas 144 to have a material impact on the financial statements. 5. Oil and Natural Gas Exploration and Production Activities (Unaudited): The tables presented below provide supplemental information about oil and natural gas exploration and production activities as defined by SFAS No. 69, "Disclosures about Oil an Gas Producing Activities". Costs Incurred and Capitalized Costs: Costs incurred in oil and natural gas acquisition, exploration and development activities for the period from February 23, 2001 (date of inception) through December 31, 2001 are as follows:
2001 Costs incurred for the year: Development $10,049,549 ===========
Capitalized costs related to oil and natural gas acquisition, exploration and development activities for the period from February 23, 2001 (date of inception) through December 31, 2001 are as follows:
2001 Cost of oil and natural gas properties at year end: Producing assets-Proved properties $ 4,365,050 Incomplete construction-Unproved properties 5,684,499 ----------- Total capitalized cost 10,049,549 Accumulated depletion (2,231,065) ----------- Net capitalized costs $ 7,818,484 ===========
Depletion, depreciation and amortization per Mcf of gas was $1.63 for the period from February 23, 2001 (date of inception) through December 31, 2001. 22 6. Preliminary Oil and Gas Information (Unaudited): Although certain wells had been drilled, completed and began producing in December, 2001, a majority of the wells drilled, or to be drilled, by the Partnership have been, or will be, completed subsequent to December 31, 2001. The following information relates to the wells drilled and completed by December 31, 2001. Estimated Net Quantities of Proved Oil and Gas Reserves Proved reserve quantities were based on estimates prepared by MOC engineers in accordance with guidelines established by the Securities and Exchange Commission. The Partnership considers such estimates to be reasonable, however, due to inherent uncertainties and the limited nature of reservoir data, estimates of underground reserves are imprecise and subject to change over time as additional information becomes available. There have been no favorable or adverse events that have caused a significant change in estimated proved reserves since December 31, 2001. The Partnership has no long-term supply agreements or contracts with governments or authorities in which it acts as producer nor does it have any interest in oil and gas operations accounted for by the equity method. All reserves are located onshore within the United States.
Proved Reserves: Crude Oil Natural Gas and Condensate (Thousands (bbls of Oil) of Cubic Feet) --------------- -------------- Balance at February 23, 2001 (date of inception) 0 0 Discoveries 4,082 2,691,944 Production (112) (60,514) ----- ---------- Balance at December 31, 2001 (1) 3,970 2,631,430 ===== ==========
(1) All of these reserves are categorized as proved developed as of December 31, 2001. Standardized Measure of Discounted Future Net Cash Flows: The Standardized measure of discounted future net cash flows from estimated production of proved oil and gas reserves is presented in accordance with the provisions of Statement of Financial Accounting Standards No. 69, "Disclosures about Oil and Gas Producing Activities" (SFAS No. 69). In computing this data, assumptions other than those mandated by SFAS No. 69 could produce substantially different results. The Partnership cautions against viewing this information as a forecast of future economic conditions or revenues. 23 The standardized measure has been prepared assuming year-end selling prices, year end development and production cost and a 10 percent annual discount rate. No future income tax expense has been provided for the Partnership since it incurs no income tax liability. (See Significant Accounting Policies -- Income Taxes in Note 1 to the Financial Statements.) The year-end prices were $17.10 per barrel of oil and $2.00 per MCF of gas for the period ended December 31, 2001.
2001 ----------- Future cash inflows $ 5,322,042 Future production and development costs (1,804,212) ----------- Future net cash flows 3,517,830 Discount at 10 percent (1,383,845) ----------- Standardized measure $ 2,133,985 ===========
Summary of Changes in the Standardized Measure
2001 ----------- Balance, beginning of year $ 0 Increase (decrease) in discounted future net cash flows: Sale of oil and gas production, net of related costs (114,190) Extension, discoveries and improved recovery, less related costs 2,248,175 ----------- Balance, end of year $ 2,133,985 ===========
24 MEWBOURNE ENERGY PARTNERS 01-A, L.P. INDEX TO EXHIBITS The following documents are incorporated by reference in response to Item 14(a)3.
Exhibit No. Description 3.1 Form of Certificate of Limited Partnership (filed as Exhibit 3.1 to Registration Statement on Form S-1, File No. 333-57156 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. 333-57156 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. 333-57156 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. 333-57156 and incorporated herein by reference) 10.3 Form of Operating Agreement (filed as Exhibit 10.3 to Registration Statement on Form S-1, File No. 333-57156 and incorporated herein by reference)
25 EX-4.1.2 3 d95429ex4-1_2.txt AMENDMENT TO AGREEMENT OF PARTNERSHIP EXHIBIT 4.1.2 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP OF MEWBOURNE ENERGY PARTNERS 01-A, L.P. This Certificate of Amendment to Certificate of Limited Partnership of MEWBOURNE ENERGY PARTNERS 01-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 The name of the Partnership is MEWBOURNE ENERGY PARTNERS 01-A, L.P. 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. Broadway, 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 28th day of August, 2001. 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 1 EXHIBIT A MEWBOURNE ENERGY PARTNERS 01-A, L.P. GENERAL PARTNERS
NAME NAME - ---- ---- ALVIN M ABE ALBERT D BALLANCE LAWRENCE E & KATHELEEN ACKERMANN MARK BASS PETER V JR & ELAINE W AGUR WILLIAM H BAUCK REV. TRUST WILLIAM H BAUCK, TRUSTEE WILLIAM R AHUNA TRUST WILLIAM R AHUNA, TRUSTEE ALMA E BAUMGARTNER DEBRA L ALBAIR TRUST FRANK S BEAMER DEBRA L & WILLIAM B ALBAIR, TRUSTEES WILLIAM E BECKER AMOS FAMILY TRUST CHARLES & SHARON AMOS, TRUSTEES RONALD & JANICE BECKMANN WANDA L ANDERECK REV. LIV. TRUST VERNIE BEDARD WANDA L ANDERECK, TRUSTEE H JAMES III MD & NORMA BEECHAM BRYAN K & ELIZABETH ANDERSON RICHARD E BEMIS REV. TRUST LUTHER & LILIAN N ANDERSON RICHARD E BEMIS, TRUSTEE SHIRLEY A ANDERSON STACEY BERLOW & MICHAEL KARASICK ANDERSON REV. LIV. TRUST BILLINGS REV. LIV. TRUST WILLIAM & DIANE ANDERSON, TRUSTEES PAUL B & KAREN N BILLINGS, TRUSTEES ALICE H ARAKAKI TRUST SALVATORE J & WILMA J BIONDO ALICE H ARAKAKI, TRUSTEE RICHARD & DORIS BISHOP LINDA Z ARMES BLACKMAN FAMILY TRUST LYNDA L ARNOLD JAMES & VIRGINIA BLACKMAN, TRUSTEES ROBERT V ARNOLD & MEG K KARNEY DAVID J BLANK RICHARD Y ASATO TRUST FREDERICK W BODE RICHARD Y ASATO, TRUSTEE RONALD & REBECCA BOGUCKI LLOYD W BAILEY MD BOLEN REV. LIV. TRUST DELLAMAE BAKER TRUST ELDON KEITH & ADELL I BOLEN, TRUSTEES DELLAMAE BAKER, TRUSTEE JEROME & SANDRA BONVIE DON BAKER CLAIRE E BORK MERRY L BALATICO WALTER A BORK JAMES W BURNS
2 ROBERT & PATTI BOSSI REV. TRUST J MILLARD & DIANE BURR ROBERT K & PATTI D BOSSI, TRUSTEES E EDWARD JR & JAYNE CARTER BURTON WILBERT & MARY BOWERS TRUST WILBERT BOWERS, TRUSTEE JEFFREY H & NANCY Z BURTON BOWIE LIV. TRUST JAMES E BYRON JOSEPH HOWARD & AILENE PATRICIA BOWIE, TRUSTEES CHARLES L CALCATERRA III TRUST CHARLES L CALCATERRA III, TRUSTEE MARILYN BOWMAN CAMPBELL REV. LIV. TRUST BRAMMER FAMILY TRUST COY & BARBARA CAMPBELL, TRUSTEES CHARLES BRAMMER, TRUSTEE ANGEL LOPEZ CANDALES & HILDA L LOPEZ SUE ANN BRANDL TRUST SUE ANN BRANDL, TRUSTEE DORTHA LOU CAPPS BRICKMAN REV. LIV. TRUST CAREY KELLER ANDERSON INC LEONARD & CORINNE BRICKMAN, TRUSTEES DONNA CARLTON ANN C BRIGMAN ILAN G CARON CARL P BROADWATER GENNARO M & GESINE W CARRAZZONE ERIC B BROOKS TRUST ERIC B BROOKS, TRUSTEE CHRISTOPHER F CARROLL PAUL J & AMANDA M BROWN THOMAS & MARGIE CARTER WAYNE R BROWN CARL BRUCE CASCIERE WILLIAM D & VICKIE J BROWN JOHN P CAVANAUGH REV. LIV. TRUST JOHN P CAVANAUGH, TRUSTEE JAMES M BRUCE III CAZAUX LIV. TRUST DONALD & VIRGINIA BULLER JOHN J & DOROTHY CAZAUX, TRUSTEES HAROLD L & LILA M BUMANN TRUST MARK CENSITS HAROLD L & LILA M BUMANN, TRUSTEES MARY R & DAWN CHAUDOIN GEORGE B BUNCH KAZUO & FRANCES CHIBANA GREG & MOLLY BUNTON CHRIS W & TRACY CHRISTOFILIS KATHRYN A CROUCH REV. LIV. TRUST KATHRYN A CROUCH, TRUSTEE SARA MARIE CINIBULK CHARLES & MARGARET CURRINDER DONALD & BARBARA CLARK R RUSSELL DARBY ERNEST LEE CLARK III ROBERT L & JUDITH A DARLINGTON LOUIS P JR & EDWINA C CLARK
3 BYRON & ANITA DAVIS EDWARD F CLARKE REV. LIV. TRUST EDWARD F CLARKE, TRUSTEE PATSY M DAVIS CLARKE LIV. TRUST ESTELLENE DE JONG PATRICK J & BRENDA CLARKE, TRUSTEES MARCIA K DE JONG CLAUSEN REV. LIV. TRUST DALE & JENNIE CLAUSEN, TRUSTEES EVELYN DEARMAN MARCELLA H CLEARY REV. LIV. TRUST NICHOLAS DEBENEDICTIS MARCELLA H CLEARY, TRUSTEE THE DECAMP FAMILY TRUST DONALD W COHEN PAMELA & JOSEPH DECAMP, TRUSTEES LINDA S COHEN DECOSTERD REV. DECL. OF TRUST CHARLES E & ALICE K DECOSTERD, TRUSTEES STEPHEN W COLBY ROBERT W & MARY H DELANEY DAVID COLE ALLEN F & BARBARA J DEMARTINI MICHELE COLEMAN TRUST MICHELE COLEMAN, TRUSTEE MARK A DERAAD EUGENE & BETTY COLLINS PAUL I JR & PATRICIA B DETWILER THOMAS J CONNELLY REV. TRUST EARNEST E DEW LIV. TRUST THOMAS J CONNELLY, TRUSTEE EARNEST E DEW, TRUSTEE PATRICK J CONROY M & M DEZWARTE LIV. TRUST MARVIN E OR MARY L DEZWARTE, TRUSTEES WILLIAM B & HIAWATHA L COOK EDWIN E & BARBARA J DICKAU GEORGE III & MICHELLE COOKE DIESMAN FAMILY TRUST JOE COORS JR MICHAEL & KATHLEEN DIESMAN, TRUSTEES MARSHAL & JAN COUCH DENNIS & TRACEY DILLON 302 E EMMITT LLC LESTER DILLS JR DONNA GAIL ENRICO LESTER L DILLS REV. TRUST WILLIAM L & PAMELA S ENSLIN LESTER L DILLS, TRUSTEE RONNIE & D DARLENE EPPS DISALVO LIV. TRUST ANTHONY J SR & ROSINA DISALVO, TRUSTEES DAVID T & MELANIE G ERWIN CARLO J DISALVO LIV. TRUST BRENT FAIRCHILD CARLO J DISALVO, TRUSTEE EUGENE R FANNIN REV. TRUST EDUARDO H DON JR EUGENE R & HELEN P FANNIN, TRUSTEES TIMOTHY & NANCY DORLAC NANCY M FARMER TRUST NANCY M FARMER, TRUSTEE
4 DONALD J DORR FEATHERSTONE FAMILY TRUST VICTORIA J DORR JOHN C & A JO FEATHERSTONE, TRUSTEES TERRY & ANGIE DOUGHERTY JOHN F & NANCY C FELKE SUE DOWNS RAYMOND L FELTNER FRED DUGGAN JAMES G FENNELL III & DIANE MONDAY JACK & DENISE A DUGGAN LOUIS E FETTIG REV. TRUST LOUIS E FETTIG, TRUSTEE PAUL L DUNKLEE JAMES A FIELDS JEAN H DURNAL REV. LIV. TRUST JEAN H DURNAL, TRUSTEE PATRICIA M FIERING DALE A & JANE E DVORAK TRUST ADELE FINLEY STEPHEN E HAMILTON, TRUSTEE JOHN A FINLEY TRUST DINEEN M EBERT REV. TRUST JOHN A & GEORGIA M FINLEY, TRUSTEES DINEEN M EBERT, TRUSTEE WILLIAM & LOIS FISCHER FLOYD H ECHERD MARY FLAUAUS REV. LIV. TRUST M E EDWARDS MARY M WURTZ, TRUSTEE EJC PARTNERS LP SIDNEY FLEISCHER MARK ELLINGSON ALICE VIRGINIA D FLETCHER JO T FLICK THE GORDON FAMILY TRUST JACK & FLORENCE GORDON, TRUSTEES ROBERT A FLICK DAVID J W GRANT FOGLE LIV. TRUST STEPHEN & MARJORIE FOGLE, TRUSTEES JAMES G MD & REBECCA A H GRATTAN MICHAEL J FORKINS MICHAEL T GREEN DARREL D FRANKLIN DAVID L & DIANE M GRUBBS KATHLEEN ANN FRANKLIN JAMES C & ROSALEE GRIFFIN GARRETT M FRANZONI MD PHILLIP GRILLO LARRY & JACQUELYN FREDETTE SHIRLEY O GRILLO REV. TRUST SHIRLEY O GRILLO, TRUSTEE JERRY & LINDA FRERKER MARILYN A GALATI-GROTE TRUST STEPHEN FREY MARILYN A GALATI-GROTE, TRUSTEE ROGER & PAMELA J FRICKEL JERRY A GROTHENDICK GERARD & SHERRILL FROESEL PAULA M GULLEY
5 RONALD D FROESEL GLORIA BONE GUNTHER ROBERT E & BETTY A FULLER THE GUNTHER 93 FAMILY TRUST DON J & ROSEMARY T GUNTHER, TRUSTEES ROBIN & DAN FULLER JUDY GUTTSCHALK DECL. OF TRUST DONALD & SANDRA FURUYA JUDY & GEORGE GUTTSCHALK, TRUSTEES EUGENE & MARY JO GAROFALO HARRY E GWIRTSMAN MARYANN GIANANTONI HALLMARK-SOUTHWEST CORP MARILYN A GIBSON PETER B HALMOS FRED W JR & MARY C GLADBACH KENNETH HALVELAND LIV. TRUST KENNETH HALVELAND, TRUSTEE JOEL S GLADSTONE VIRGINIA L HARDWICK REV. TRUST DOROTHY I GOGGIO REV. LIV. TRUST VIRGINIA L HARDWICK, TRUSTEE DOROTHY I GOGGIO, TRUSTEE VIRGINIA HARMANN TRUST JUDY J GOODNIGHT VIRGINIA HARMANN, TRUSTEE BRIAN T & ELISE M HART WALTER K HORIKOSHI JANIS A HART REV. LIV. TRUST DEAUN Y HUFF JANIS A HART, TRUSTEE MAXINE F HUFFMAN REV. TRUST TED HASSELBRING MAXINE F HUFFMAN, TRUSTEE HASTING LIV. TRUST LARRY S & BEVERLY HUMPHRIES MARVIN D & BARBARA J HASTING, TRUSTEES CHARLES & PATSY HUTTON JAMES HAWES & LORETTA GOODRICH TADASHI INAGAMI DALE & MARY HECKENBERG TRUST DALE E & MARY E HECKENBERG, TRUSTEES GEORGE R INGER LIV. TRUST GEORGE R INGER, TRUSTEE TERRY & BARBARA HECKENBERG TRUST TERRY D OR BARBARA HECKENBERG, TRUSTEES MICHAEL R IRWIN THOMAS & TERRY HENNEBERRY JOANNE S IVERSON LIV. TRUST JOANNE S IVERSON, TRUSTEE CHARLES & JOYCE HERMAN MICHAEL E & DEBORAH A JACOB DONALD G HERRING CRAIG A & SANDRA K JAGGARD DONALD G HETH REV. TRUST DONALD G HETH, TRUSTEE KEVIN F JAMES GEORGE & D'ANN HINKLE THE RICHARD C JANSEN LIV. TRUST RICHARD C JANSEN, TRUSTEE ANNA HO ROBERT N & DIANNE E JAROIS MARIAN Y L HO TRUST MARIAN Y L HO, TRUSTEE MARY LEE JENNINGS
6 AMY M HOFFMAN SURVIVOR'S TRUST JEWAN & DAWN JERNAILL AMY M HOFFMAN, TRUSTEE C RUSSELL & ANITA D JOHNSON EUGENE F HOLLAND JR EVAH B JOHNSON REV. LIV. TRUST EUGENE F HOLLAND SR EVAH B JOHNSON, TRUSTEE HOLSTINE LIV. TRUST JOHN G JOHNSON JR JAY S & KRISTINE M HOLSTINE, TRUSTEES MILDRED M JOHNSON REV. LIV. TRUST JAY S HOLSTINE LIV. TRUST MILDRED M JOHNSON, TRUSTEE JAY S HOLSTINE, TRUSTEE RONALD R JOHNSON J PAUL KITCHENS JOHNSON LIV. TRUST LARRY S KNEESKERN WILLIAM M & VERONA JOHNSON, TRUSTEES WILLIAM A & PATRICIA A KNESS JANET R JOKISCH REV. LIV. TRUST JANET R JOKISCH, TRUSTEE FLORENCE A KNUTH JUDITH JONES REV. LIV. TRUST EDWARD & JUDITH KOHLBERG JUDITH JONES, TRUSTEE DOLORES A KONKEL MAUREEN JONES REV. LIV. TRUST MAUREEN JONES, TRUSTEE COREY J KOPER REV. TRUST COREY J KOPER, TRUSTEE TERI M KANECHIKA KOPP REV. TRUST WILLIAM N KEADEY FRANCES M & RICHARD A KOPP, TRUSTEES TRUDY E KEANE REV. TRUST FRANCES F KOZUKI TRUDY E KEANE, TRUSTEE FLORENCE A KREIN REV. LIV. TRUST JOAN E KEITH FLORENCE A KREIN, TRUSTEE DANIEL & DOREEN S KELII CHARLES & GAIL KREITNER THOMAS S KENAN III BRUCE W & LINDA M KRUENEGEL JAMES F KEOUGH DALE K & KAREN KRUSE KEVIN P KERTZ NANCY Y KUNIMITSU REV. TRUST NANCY Y KUNIMITSU, TRUSTEE LORRAINE KESLING REV. LIV. TRUST LORRAINE KESLING, TRUSTEE TED S KUNIMITSU REV. TRUST TED S KUNIMITSU, TRUSTEE TOM D KILGORE RONALD K KURIKI TRUST ROSEMARY KINDER REV. LIV. TRUST RONALD K KURIKI, TRUSTEE ROSEMARY KINDER, TRUSTEE ANITA L HELFERS KUSS JEAN KING
7 R DAVID & CATHEY E LANE JO ANN M KING WILLIAM R LEDBETTER PHILIP E KING ARCHIE & DONNA LEES MARK & FLORENCE KISTNER JEAN LEPAGE ALAN Y MATSUSHIMA LEUNG LIV. TRUST GREG MATTSON ALAN H W & JOYCE H T LEUNG, TRUSTEES MAU LIV. TRUST GEORGE H & JERI A LEVESQUE PATRICK K S & ESTELLA L L MAU, TRUSTEES RONALD P LIEWER MICHAEL T & JAMIE K MAY RICHARD D LIND REV. LIV. TRUST SHIRLEY J MCCLUNG REV. TRUST RICHARD D LIND, TRUSTEE SHIRLEY J MCCLUNG, TRUSTEE RONALD G & CECILIA LINDEMANN DOUGLAS S & SANDRA M MCFARLANE MARY M LINDEN REV. TRUST MCKELLIPS FAMILY TRUST MARY M LINDEN, TRUSTEE ALLEN L MCKELLIPS, TRUSTEE LINSIN REV. LIV. TRUST WILLIAM R JR & SUSAN B MCKIBBON RUSSELL J & VIRGINIA C LINSIN, TRUSTEES MARCIA M MCLARTY BARBARA A LOCK REV. TRUST BARBARA A LOCK, TRUSTEE JOSEPH MCMAHON MARY JANE LOEB MAL L MCSWAIN VERA LOPEZ REV. TRUST TROY & ALICE J MCVEY VERA LOPEZ, TRUSTEE RANDY & DONNA MEFFORD RHODA P LUM A LEONHARD MEHLICH LEONARD LYNCH C ROBERT & MARY-TERESA MELONI THOMAS C MACON KENNETH R MENDES JENNIFER K MAII JOHN G MERGNER SR KEN & PATRICIA MANAKO FRANCIS A MESSIG REV. LIV. TRUST WILLIAM W JR & SUSAN LEE MARK FRANCIS A MESSIG, TRUSTEE MARGERY M MARSHALL TRUST LORENA A MEYERS REV. LIV. TRUST MARGERY M MARSHALL, TRUSTEE LORENA A MEYERS, TRUSTEE SCOTT C MARTIN LEE ROY MICHAEL DECL. OF TRUST LEE ROY MICHAEL, TRUSTEE MASON FAMILY TRUST ROBERT J & RITA R MASON, TRUSTEES
8 GUY P & JOYCE J MICHELSON GARY M & J DELORES NIEMEYER LLOYD K MIGITA JAMES A & BARBARA J NISSEN MARGARET L MIKKOLA JEANETTE NORDEN WILLIAM J MILLARD KI NORMAN MILLER HOLDING COMPANY LLC GENE NOWAK RALPH W MINARD LIV. TRUST ROBERT J OLDENDORF RALPH W MINARD, TRUSTEE ROBERT E O'NEILL SELF DECL. TRUST CARL J & JUDITH A MODZINSKI ROBERT E O'NEILL, TRUSTEE ROBERT & JUANITA MONNIG JOHN & LYNDA ORTWIG FRANK JR & SHEILA A MONTAYRE JAMES C & DENISE S K O'SHEA LAVERN MORAIN JERRY J & JOANNE PALUMBO MOSHER-SCHREIBER FAMILY TRUST MARY PARADOWSKI REV. LIV. TRUST LOREN R MOSHER & JUDITH L SCHREIBER, MARY PARADOWSKI, TRUSTEE TRUSTEES JOHN F PARROTT RONALD SR & NATALIE MOSSMAN SARA A PARSONS MOTHERSHEAD FAMILY TRUST THEODORE & BEATY MOTHERSHEAD, TRUSTEES SADASHIV D PARWATIKAR LINDA MURPHY REV. LIV. TRUST RICHARD W PATTON LINDA MURPHY, TRUSTEE B JOY PAUGH, M DWAIN PAUGH, & PATRICIA A MURPHY E EILEEN POOVEY WILLIAM C MUSSON M DWAIN & B JOY PAUGH WILLIAM B & DONNA D NEAL M ANNETTE PENNY REV. LIV. TRUST M ANNETTE PENNY, TRUSTEE LYNN D NELSON MARIE PERCICH REV. LIV. TRUST A ROBERT NEURATH MARIE PERCICH, TRUSTEE THOMAS E NICCUM LORETTA PERRY REV. TRUST LORETTA PERRY, TRUSTEE LAWRENCE L NICHOLS MARCIA M PETERSON DONALD RATAJCZAK PHD ORIS E PETRI HARRY J REAMES JR FAMILY TRUST HARRY J REAMES JR, TRUSTEE WARREN PETER LIV. TRUST WARREN PETER, TRUSTEE RALPH E REARDON L GORDON PFEFFERKORN JR TRUST KATHY R & MICHAEL L RECKERT L GORDON PFEFFERKORN JR, TRUSTEE
9 MELVIN J JR & SUSAN RECTOR RICHARD G PFEFFERKORN THOMAS & NORMA REILLY SUSAN DIZE PFEFFERKORN JAMES E REITTINGER CAROL A PICK REV. TRUST CAROL A PICK, TRUSTEE REK LLC RANDY J PICKERT KENNETH L RICH REV. LIV. TRUST KENNETH L RICH & DEBORAH J PALMER, TRUSTEES MICHAEL C & DAYNI L PIERNER RICHARDS FAMILY TRUST MICHAEL PIPITONE JEANNETTE A RICHARDS, TRUSTEE DANIAL L POEL & ROBBIE L ROSE-POEL ELMO A RICHARDSON JR NED A PORTER BARBARA J RICHTER LIV. TRUST BARBARA J RICHTER, TRUSTEE CHARLES H POWERS JAMES F RINARD HENRY A & MARY SYLVIA PREJEAN GEORGE R RISHMANY DUANE & MARY JO PRUETT PAUL & MYRTIS ROBINSON DAN & PAMELA PURTLE PATRICIA C ROBNETT EDWARD J & WILMA L PUTT BRUCE W ROBSON R & A TRUST ROBERT J & ALBERTA M TEMPLETON, TRUSTEES STEPHEN C MD & JUDITH D ROCHMAN KATHERINE D & NICHOLAS C RALLO BEN E RODELL REV. LIV. TRUST BEN E RODELL, TRUSTEE CHRISTOPHER J RANCK TRUST CHRISTOPHER J RANCK, TRUSTEE THE RODELL FAMILY TRUST ELMER J RODELL JR C ANNE RANSOM RODELL REV. LIV. TRUST LARRY D & DIANE L SCHROEDER TIMOTHY E RODELL & VICTORIA ELLISON-RODELL, TRUSTEES TERRY & BEVERLY SCHROEDER CLINTON L ROGERS TRUST SCHUBERT REV. TRUST CLINTON L ROGERS, TRUSTEE LARRY J & LAUREN R SCHUBERT, TRUSTEES JOE A & ROLYNN M ROSE MARYANN SCHUERMANN REV. TRUST MARYANN SCHUERMANN, TRUSTEE GLORIA M ROSENKOETTER PETER M SCOTT III HENRY S ROSS REV. TRUST HENRY S ROSS, TRUSTEE DALE D SEIF IRREV. TRUST DAVID D & MICHAEL TODD SEIF, TRUSTEES ROSS FAMILY TRUST JAY L & VIRGINIA E ROSS, TRUSTEES JEANETTE S SEO REV. TRUST
10 JEANETTE S SEO, TRUSTEE JERRY ROSS JEFFREY R SERRA MICHAEL ROSSIO CHARLES W SHARP JR ROLAND D & MARY H ROUSH JOSEPH S SHEPERD FORREST STEVEN & SUE ANN ROWLAND KAY R SHIRLEY MARY L RUDDELL THOMAS G & CHARLENE L SHYVER LOUIS M RUGGIANO HEYWARD L SIDDONS LOUIS E SANCLEMENTE CATHERINE B SIMCOE TRUST SUSAN M SCALISE REV. LIV. TRUST CATHERINE B SIMCOE, TRUSTEE SUSAN M SCALISE, TRUSTEE ROBERT P SJOQUIST CHRISTOPHER B & MARY SCANIO SLAWSKI REV. LIV. TRUST JOHN & JEAN SCHALLER WALTER L & LAVERNE K SLAWSKI, TRUSTEES AMYSUE SCHARDL ROBERT H & LYNN R SMITH EMILY SCHARDL SNYDER FAMILY TRUST JOHN EDWARD & CAROLYN J SNYDER, TRUSTEES WAYNE SCHILLY REV. LIV. TRUST WAYNE SCHILLY, TRUSTEE NORMAN S SOLBERG VERNON J & BETTY JANE SCHMITZ DOROTHY SORRELLS RICHARD A & JUDITH B SOSIS SZWARGULSKI REV. LIV. TRUST JESSE L & CHARLENE SZWARGULSKI, TRUSTEES EDWARD T SPROCK TRUST EDWARD T SPROCK, TRUSTEE YUKIO TAKETA JAMES M STANFIELD MARY E THOMANN REV. TRUST MARY E THOMANN, TRUSTEE NEAL & JOANNE STEARNS DAVID A THOMAS RICHARD N & JOY A STEPHENS THOMPSON REV. LIV. TRUST CHARLES WARREN STEPHENSON CARY J & LINDA THOMPSON, TRUSTEES DEBORAH G STEPHENSON AMY G TIMAS HAROLD R STEWART ROBERT W TOBEY DOLORES L STOLARSKI TOM M TOLLESON JR DELORES A STOLTMAN ANTHONY & SUE TOSTO STOUT FAMILY TRUST KAREN TRAMMELL RICHARD P & SARAJENNY A STOUT, TRUSTEES ROBERT C TRUAX REV. LIV. TRUST
11 WILLIAM A STOUT REV. TRUST 6-23-01 ROBERT C TRUAX SR, TRUSTEE WILLIAM A STOUT, TRUSTEE DILLON K TRULOVE REV. TRUST STROHL REV. LIV. TRUST DILLON K TRULOVE, TRUSTEE RALPH R & ROBERTA M STROHL, TRUSTEES HARRY YOSHIYUKI TSUJI REV. TRUST NORMAN F STRUBING & JOAN L HEWITT HARRY YOSHIYUKI TSUJI, TRUSTEE MARY A SUCHAN REV. LIV. TRUST THELMA TOKIKO TSUJI REV. TRUST MARY A SUCHAN, TRUSTEE THELMA TOKIKO TSUJI, TRUSTEE THOMAS & SAMANTHA J SUCHAN OLLIE M JR & ELIZABETH M TUCKER GLADYCE T SUMIDA RICHARD J TUELL THERESA A SUTTON REV. LIV. TRUST GEORGE TURNER THERESA A SUTTON, TRUSTEE LLOYD G & KAREN TURNER TERRI J SWANSON WESLEY K T TYAU REV. TRUST SWINDLE REV. LIV. TRUST WESLEY K T TYAU, TRUSTEE GARY W & MARGARET A SWINDLE, TRUSTEES GREG & LINDA UMBLE MARY WENDT REV. LIV. TRUST MARY WENDT, TRUSTEE JOSEPHINE VAGO DAVID S WERTHEIM VAN PATTER FAMILY TRUST DENNIS P & CONNIE E VAN PATTER, TRUSTEES THE WEST TRUST THOMAS E & DEBRA W WEST, TRUSTEES VANDER WERT LIV. TRUST LOREN W OR JANICE A VANDER WERT, TRUSTEES JOHN E WHALEN ALBERTA VERMEER REV. TRUST VERNON B WHITE JR ALBERTA VERMEER, TRUSTEE JOHN & JUDY WICK DARREL VICKERS ERIC D WILCOX PATRICIA S VICKERS TIMOTHY L & SHERRI D WILKS DONALD W VIETS JR DORIS I WILLS ROBERT J WAFER DAVID G WILSON TRUST JOSEPH WAGNER & PATI TEER DAVID G WILSON, TRUSTEE ROBERT WAGNER LARRY T WILSON EARL B & BEATRICE E WALKER GILBERT & ANNETTE WITTHAUS ABE WALSTON II FRANK M WOOD JR WAMHOFF REV. TRUST JUDITH ANN WOOD REV. LIV. TRUST ROBERT & DIANE WAMHOFF, TRUSTEES JUDITH A WOOD, TRUSTEE
12 MEDFORD WEBSTER DONALD A & DEBORAH S WOODWARD MELBA JEAN WEHMEIER WILLIAM O WRIGHT ARTHUR & LINDA WEHMEYER TRUST GARY T WROBLEWSKI ARTHUR & LINDA WEHMEYER, TRUSTEES ROBERT & LING FU WYLIE H MARTIN WEINGARTNER JERRY L B YEE TRUST FRED L WEISSENBORN JERRY L B YEE, TRUSTEE WELCH FAMILY TRUST ZAHNER REV. LIV. TRUST CHARLES I & ANN E WELCH, TRUSTEES DONALD L & MARILYN L ZAHNER, TRUSTEES DARRYL H ZICK
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