-----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, MZW+icJqq1+uqcD7YGuY6tkBw60ys3sS7Mhy82r+TAD/sSdEmb6+Zi0n1CCGxXvV 7c0yxSJ4WtyBthjlvAuYPw== 0000782149-99-000011.txt : 19990330 0000782149-99-000011.hdr.sgml : 19990330 ACCESSION NUMBER: 0000782149-99-000011 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWEST ROYALTIES INC INCOME FUND V CENTRAL INDEX KEY: 0000782149 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752104619 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-15408 FILM NUMBER: 99575896 BUSINESS ADDRESS: STREET 1: 407 N BIG SPRING STE 300 CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 9156869927 MAIL ADDRESS: STREET 1: 407 N BIG SPRING STE 300 CITY: MIDLAND STATE: TX ZIP: 79701 10-K 1 FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) [x] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [Fee Required] For the fiscal year ended December 31, 1998 OR [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [No Fee Required] For the transition period from to Commission File Number 0-15408 Southwest Royalties, Inc. Income Fund V (Exact name of registrant as specified in its limited partnership agreement) Tennessee 75-2104619 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 407 N. Big Spring, Suite 300, Midland, Texas 79701 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code (915) 686-9927 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: limited partnership interests Indicate by check mark whether registrant (1) has filed reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes x No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [x] The registrant's outstanding securities consist of Units of limited partnership interests for which there exists no established public market from which to base a calculation of aggregate market value. The total number of pages contained in this report is _____. The exhibit index is found on page __________. Table of Contents Item Page Part I 1. Business 3 2. Properties 6 3. Legal Proceedings 8 4. Submission of Matters to a Vote of Security Holders 8 Part II 5. Market for the Registrant's Common Equity and Related Stockholder Matters 9 6. Selected Financial Data 10 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 8. Financial Statements and Supplementary Data 20 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 37 Part III 10. Directors and Executive Officers of the Registrant 38 11. Executive Compensation 41 12. Security Ownership of Certain Beneficial Owners and Management 41 13. Certain Relationships and Related Transactions 43 Part IV 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 44 Signatures 48 Part I Item 1. Business General Southwest Royalties, Inc. Income Fund V (the "Partnership" or "Registrant") was organized as a Tennessee limited partnership on May 1, 1986. The offering of limited partnership interests began January 22, 1986, reached minimum capital requirements on May 1, 1986 and concluded July 22, 1986. The Partnership has no subsidiaries. The Partnership has expended its capital and acquired interests in producing oil and gas properties. After such acquisitions, the Partnership has produced and marketed the crude oil and natural gas produced from such properties. In most cases, the Partnership purchased royalty or overriding royalty interests and working interests in oil and gas properties that were converted into net profits interests or other non-operating interests. The Partnership purchased either all or part of the rights and obligations under various oil and gas leases. The principal executive offices of the Partnership are located at 407 N. Big Spring, Suite 300, Midland, Texas, 79701. The Managing General Partner of the Partnership, Southwest Royalties, Inc. (the "Managing General Partner") and its staff of 98 individuals, together with certain independent consultants used on an "as-needed" basis, perform various services on behalf of the Partnership, including the selection of oil and gas properties and the marketing of production from such properties. H. H. Wommack, III, a stockholder, director, President and Treasurer of the Managing General Partner, is also a general partner. The Partnership has no employees. Principal Products, Marketing and Distribution The Partnership has acquired and holds royalty interests and net profit interests in oil and gas properties located in Texas and Oklahoma. All activities of the Partnership are confined to the continental United States. All oil and gas produced from these properties is sold to unrelated third parties in the oil and gas business. The revenues generated from the Partnership's oil and gas activities are dependent upon the current market for oil and gas. The prices received by the Partnership for its oil and gas production depend upon numerous factors beyond the Partnership's control, including competition, economic, political and regulatory developments and competitive energy sources, and make it particularly difficult to estimate future prices of oil and natural gas. During 1998 oil prices fell to their lowest daily levels since 1986 and to their lowest annual average since 1976. In two years, oil prices have been sliced by more than half. The factors that started the decline in oil prices in 1997 are the same ones that have kept them down in 1998. It was believed that there would be continued heavy consumption coming from the Asian region, but the collapse of their markets late in 1997 carried over to this year bringing demand down with it. Asian consumption had all but disappeared in 1998, creating an oversupply of crude oil on the market. That drop in demand has lasted longer than anyone had anticipated, but hopes of a recovery abound. Another reason for the continued drop in prices has been OPEC's unwillingness to completely comply with production cuts established in March and again in June. Although they have been near 90% compliance at times, they have also been below 70% on a monthly basis. Even a four-day bombing in December of Iraqi military sites could create only a one-day rally in oil prices. Crude oil closed December 31, 1998 at $12.05 per barrel on the NYMEX and posted prices closed at $9.50 per barrel. In a year of fairly optimistic expectations for gas prices, the average price of natural gas wound up declining in 1998 to its lowest level since 1995. Although the nationwide average did remain above $2.00 per MMBTU, 1998's prices were approximately 17% lower than those seen in 1997. The combination of mild weather throughout the year and a gas storage surplus both contributed to the low prices. Analysts' predictions for 1999 prices vary, ranging from a low of $1.87 per MMBTU to a high of $2.40 per MMBTU. Reduced production throughout the U.S. industry, along with large gas storage withdrawals during the first weeks of January 1999, are both key factors in our belief that the 1999 average gas price will remain around $1.80 per MMBTU level. Following is a table of the ratios of revenues received from oil and gas production for the last three years: Oil Gas 1998 54% 46% 1997 63% 37% 1996 62% 38% As the table indicates, the majority of the Partnership's revenue is from its oil production, and Partnership revenues will be highly dependent upon the future prices and demands for oil. Seasonality of Business Although the demand for natural gas is highly seasonal, with higher demand in the colder winter months and in very hot summer months, the Partnership has been able to sell all of its natural gas, either through contracts in place or on the spot market at the then prevailing spot market price. As a result, the volumes sold by the Partnership have not fluctuated materially with the change of season. Customer Dependence No material portion of the Partnership's business is dependent on a single purchaser, or a very few purchasers, where the loss of one would have a material adverse impact on the Partnership. Three purchasers accounted for 72% of the Partnership's total oil and gas production during 1998: Scurlock Permian LLC for 29%, Phillips 66 Company for 27% and Vintage Petroleum Inc. for 16%. Three purchasers accounted for 76% of the Partnership's total oil and gas production during 1997: Scurlock Permian Corporation for 34%, Phillips 66 Company for 26% and Vintage Petroleum Inc. for 16%. Four purchasers accounted for 83% of the Partnership's total oil and gas production during 1996: Scurlock Permian Corporation 35%, Phillips 66 Company 23%, Vintage Petroleum, Inc. 15% and Aquila Southwest Pipeline Corporation 10%. All purchasers of the Partnership's oil and gas production are unrelated third parties. In the event any of these purchasers were to discontinue purchasing the Partnership's production, the Managing General Partner believes that a substitute purchaser or purchasers could be located without undue delay. No other purchaser accounted for an amount equal to or greater than 10% of the Partnership's sales of oil and gas production. Competition Because the Partnership has utilized all of its funds available for the acquisition of net profits or royalty interests in producing oil and gas properties, it is not subject to competition from other oil and gas property purchasers. See Item 2, Properties. Factors that may adversely affect the Partnership include delays in completing arrangements for the sale of production, availability of a market for production, rising operating costs of producing oil and gas and complying with applicable water and air pollution control statutes, increasing costs and difficulties of transportation, and marketing of competitive fuels. Moreover, domestic oil and gas must compete with imported oil and gas and with coal, atomic energy, hydroelectric power and other forms of energy. Regulation Oil and Gas Production - The production and sale of oil and gas is subject to federal and state governmental regulation in several respects, such as existing price controls on natural gas and possible price controls on crude oil, regulation of oil and gas production by state and local governmental agencies, pollution and environmental controls and various other direct and indirect regulation. Many jurisdictions have periodically imposed limitations on oil and gas production by restricting the rate of flow for oil and gas wells below their actual capacity to produce and by imposing acreage limitations for the drilling of wells. The federal government has the power to permit increases in the amount of oil imported from other countries and to impose pollution control measures. Various aspects of the Partnership's oil and gas activities are regulated by administrative agencies under statutory provisions of the states where such activities are conducted and by certain agencies of the federal government for operations on Federal leases. Moreover, certain prices at which the Partnership may sell its natural gas production are controlled by the Natural Gas Policy Act of 1978, the Natural Gas Wellhead Decontrol Act of 1989 and the regulations promulgated by the Federal Energy Regulatory Commission. Environmental - The Partnership's oil and gas activities are subject to extensive federal, state and local laws and regulations governing the generation, storage, handling, emission, transportation and discharge of materials into the environment. Governmental authorities have the power to enforce compliance with their regulations, and violations carry substantial penalties. This regulatory burden on the oil and gas industry increases its cost of doing business and consequently affects its profitability. The Managing General Partner is unable to predict what, if any, effect compliance will have on the Partnership. Industry Regulations and Guidelines - Certain industry regulations and guidelines apply to the registration, qualification and operation of oil and gas programs in the form of limited partnerships. The Partnership is subject to these guidelines which regulate and restrict transactions between the Managing General Partner and the Partnership. The Partnership complies with these guidelines and the Managing General Partner does not anticipate that continued compliance will have a material adverse effect on Partnership operations. Partnership Employees The Partnership has no employees; however, the Managing General Partner has a staff of geologists, engineers, accountants, landmen and clerical staff who engage in Partnership activities and operations and perform additional services for the Partnership as needed. In addition to the Managing General Partner's staff, the Partnership engages independent consultants such as petroleum engineers and geologists as needed. As of December 31, 1998, there were 98 individuals directly employed by the Managing General Partner in various capacities. Item 2. Properties In determining whether an interest in a particular producing property was to be acquired, the Managing General Partner considered such criteria as estimated oil and gas reserves, estimated cash flow from the sale of production, present and future prices of oil and gas, the extent of undeveloped and unproved reserves, the potential for secondary, tertiary and other enhanced recovery projects and the availability of markets. As of December 31, 1998, the Partnership possessed an interest in oil and gas properties located in Pottawatomie County, Oklahoma; and Crane, Dawson, Midland, Ward, Winkler and Upton Counties of Texas. These properties consist of various interests in approximately 63 wells and units. Due to the Partnership's objective of maintaining current operations without engaging in the drilling of any developmental or exploratory wells, or additional acquisitions of producing properties, there has not been any significant changes in properties during 1998, 1997 and 1996. Significant Properties The following table reflects the significant properties in which the Partnership has an interest: Date Purchased No. of Proved Reserves* Name and Location and Interest Wells Oil (bbls) Gas (mcf) - ----------------- ------------ ------ ---------- --------- Mewbourne 1/87 at 50% 8 8,000 52,000 Crane County, to 100% net Texas profits interests Damson-Rhoda 12/86 at 44% 7 41,000 153,000 Walker to 100% net Ward County, profits Texas interests Union Texas 12/86 at 3% 7 22,000 194,000 Upton County, to 50% net Texas profits interests *Ryder Scott Company Petroleum Engineers prepared the reserve and present value data for 96.4% of the Partnership's existing properties as of January 1, 1999. Another independent petroleum engineer prepared the remaining 3.6% of the Partnership's properties. The reserve estimates were made in accordance with guidelines established by the Securities and Exchange Commission pursuant to Rule 4-10(a) of Regulation S-X. Such guidelines require oil and gas reserve reports be prepared under existing economic and operating conditions with no provisions for price and cost escalation except by contractual arrangements. The New York Mercantile Exchange price at December 31, 1998 of $12.05 was used as the beginning basis for the oil price. Oil price adjustments from $12.05 per barrel were made in the individual evaluations to reflect oil quality, gathering and transportation costs. The results are an average price received at the lease of $10.45 per barrel in the preparation of the reserve report as of January 1, 1999. In the determination of the gas price, the New York Mercantile Exchange price at December 31, 1998 of $1.95 was used as the beginning basis. Gas price adjustments from $1.95 per Mcf were made in the individual evaluations to reflect BTU content, gathering and transportation costs and gas processing and shrinkage. The results are an average price received at the lease of $1.79 per Mcf in the preparation of the reserve report as of January 1, 1999. As also discussed in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, oil and gas prices were subject to frequent changes in 1998. The evaluation of oil and gas properties is not an exact science and inevitably involves a significant degree of uncertainty, particularly with respect to the quantity of oil or gas that any given property is capable of producing. Estimates of oil and gas reserves are based on available geological and engineering data, the extent and quality of which may vary in each case and, in certain instances, may prove to be inaccurate. Consequently, properties may be depleted more rapidly than the geological and engineering data have indicated. Unanticipated depletion, if it occurs, will result in lower reserves than previously estimated; thus an ultimately lower return for the Partnership. Basic changes in past reserve estimates occur annually. As new data is gathered during the subsequent year, the engineer must revise his earlier estimates. A year of new information, which is pertinent to the estimation of future recoverable volumes, is available during the subsequent year evaluation. In applying industry standards and procedures, the new data may cause the previous estimates to be revised. This revision may increase or decrease the earlier estimated volumes. Pertinent information gathered during the year may include actual production and decline rates, production from offset wells drilled to the same geologic formation, increased or decreased water production, workovers, and changes in lifting costs, among others. Accordingly, reserve estimates are often different from the quantities of oil and gas that are ultimately recovered. The Partnership has reserves which are classified as proved developed producing and proved undeveloped. All of the proved reserves are included in the engineering reports which evaluate the Partnership's present reserves. Because the Partnership does not engage in drilling activities, the development of proved undeveloped reserves is conducted pursuant to farm- out arrangements with the Managing General Partner or unrelated third parties. Generally, the Partnership retains a carried interest such as an overriding royalty interest under the terms of a farm-out or receives cash. The Partnership or the owners of properties in which the Partnership owns an interest can engage in workover projects or supplementary recovery projects, for example, to extract behind the pipe reserves which qualify as proved developed non-producing reserves. See Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations. Item 3. Legal Proceedings There are no material pending legal proceedings to which the Partnership 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 fourth quarter of 1998 through the solicitation of proxies or otherwise. Part II Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters Market Information Limited partnership interests, or units, in the Partnership were initially offered and sold for a price of $1,000. Limited partner units are not traded on any exchange and there is no public or organized trading market for them. The Managing General Partner has become aware of certain limited and sporadic transfers of units between limited partners and third parties, but has no verifiable information regarding the prices at which such units have been transferred. Further, a transferee may not become a substitute limited partner without the consent of the Managing General Partner. After completion of the Partnership's first full fiscal year of operations and each year thereafter, the Managing General Partner has offered and will continue to offer to purchase each limited partner's interest in the Partnership, at a price based on tangible assets of the Partnership, plus the present value of the future net revenues of proved oil and gas properties, minus liabilities with a risk factor discount of up to one- third which may be implemented at the sole discretion of the Managing General Partner. However, the Managing General Partner's obligation to purchase limited partner units is limited to an expenditure of an amount not in excess of 10% of the total limited partner units initially subscribed for by limited partners. In 1998, 298.5 limited partner units were tendered to and purchased by the Managing General Partner at an average base price of $154.61 per unit. In 1997, 342 limited partner units were tendered to and purchased by the Managing General Partner at an average base price of $301.18 per unit. In 1996, 230 limited partner units were tendered to and purchased by the Managing General Partner at an average base price of $152.78 per unit. Number of Limited Partner Interest Holders As of December 31, 1998, there were 711 holders of limited partner units in the Partnership. Distributions Pursuant to Article IV, Section 4.01 of the Partnership's Certificate and Agreement of Limited Partnership "Net Cash Flow" is distributed to the partners on a monthly basis. "Net Cash Flow" is defined as "the cash generated by the Partnership's investments in producing oil and gas properties, less (i) General and Administrative Costs, (ii) Operating Costs, and (iii) any reserves necessary to meet current and anticipated needs of the Partnership, as determined at the sole discretion of the Managing General Partner." During 1998, distributions were made totaling $104,500, with $94,050 distributed to the limited partners and $10,450 to the general partners. For the year ended December 31, 1998, distributions of $12.54 per limited partner unit were made, based upon 7,499 limited partner units outstanding. The decline in distribution experienced in 1998 will be expected to continue into 1999 based on the continued low oil price economy. During 1997, twelve monthly distributions were made totaling $358,000, with $322,200 distributed to the limited partners and $35,800 to the general partners. For the year ended December 31, 1997, distributions of $42.97 per limited partner unit were made, based upon 7,499 limited partner units outstanding. During 1996, twelve monthly distributions were made totaling $286,113, with $258,313 distributed to the limited partners and $27,800 to the general partners. For the year ended December 31, 1996, distributions of $34.45 per limited partner unit were made, based upon 7,499 limited partner units outstanding. Item 6. Selected Financial Data The following selected financial data for the years ended December 31, 1998, 1997, 1996, 1995 and 1994 should be read in conjunction with the financial statements included in Item 8: Years ended December 31, ---------------------------------------------------------- 1998 1997 1996 1995 1994 ---- ---- ---- ---- ---- Revenues $ 123,887 397,117 464,939 321,963 358,085 Net income (loss) (724,042) 102,274 213,770 14,937 (5,643) Partners' share of net income (loss): General partners (72,404) 10,228 21,377 1,494 (564) Limited partners (651,638) 92,046 192,393 13,443 (5,079) Limited partners' net income (loss) per unit (86.90) 12.27 25.66 1.79 (0.68) Limited partners' cash distributions per unit 12.54 42.97 34.45 22.52 28.50 Total assets $ 473,384 1,301,730 1,557,540 1,629,799 1,802,483 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations General The Partnership was formed to acquire non-operating interests in producing oil and gas properties, to produce and market crude oil and natural gas produced from such properties and to distribute any net proceeds from operations to the general and limited partners. Net revenues from producing oil and gas properties are not reinvested in other revenue producing assets except to the extent that producing facilities and wells are reworked or where methods are employed to improve or enable more efficient recovery of oil and gas reserves. The economic life of the Partnership thus depends on the period over which the Partnership's oil and gas reserves are economically recoverable. Increases or decreases in Partnership revenues and, therefore, distributions to partners will depend primarily on changes in the prices received for production, changes in volumes of production sold, lease operating expenses, enhanced recovery projects, offset drilling activities pursuant to farm-out arrangements and on the depletion of wells. Since wells deplete over time, production can generally be expected to decline from year to year. Well operating costs and general and administrative costs usually decrease with production declines; however, these costs may not decrease proportionately. Net income available for distribution to the limited partners has fluctuated over the past few years and is expected to fluctuate in later years based on these factors. Based on current conditions, management anticipates performing no workovers during 1999 to enhance production. With expected price improvement, workovers may be performed in the year 2000. The partnership may have a slight increase in the year 2000, but thereafter, the Partnership could possibly experience it's historical decline of 9% to 10% per year. Results of Operations A. General Comparison of the Years Ended December 31, 1998 and 1997 The following table provides certain information regarding performance factors for the years ended December 31, 1998 and 1997: Year Ended Percentage December 31, Increase 1998 1997 (Decrease) ---- ---- --------- Average price per barrel of oil $ 12.97 19.51 (34%) Average price per mcf of gas $ 1.95 2.41 (19%) Oil production in barrels 25,000 33,300 (25%) Gas production in mcf 141,800 159,600 (11%) Income from net profits interests $ 122,808 393,529 (69%) Partnership distributions $ 104,500 358,000 (71%) Limited partner distributions $ 94,050 322,200 (71%) Per unit distribution to limited partners $ 12.54 42.97 (71%) Number of limited partner units 7,499 7,499 Revenues The Partnership's income from net profits interests decreased to $122,808 from $393,529 for the years ended December 31, 1998 and 1997, respectively, a decrease of 69%. The principal factors affecting the comparison of the years ended December 31, 1998 and 1997 are as follows: 1. The average price for a barrel of oil received by the Partnership decreased during the year ended December 31, 1998 as compared to the year ended December 31, 1997 by 34%, or $6.54 per barrel, resulting in a decrease of approximately $217,800 in income from net profits interests. Oil sales represented 54% of total oil and gas sales during the year ended December 31, 1998 as compared to 63% during the year ended December 31, 1997. The average price for an mcf of gas received by the Partnership decreased during the same period by 19%, or $.46 per mcf, resulting in a decrease of approximately $73,400 in income from net profits interests. The total decrease in income from net profits interests due to the change in prices received from oil and gas production is approximately $291,200. The market price for oil and gas has been extremely volatile over the past decade and management expects a certain amount of volatility to continue in the foreseeable future. 2. Oil production decreased approximately 8,300 barrels or 25% during the year ended December 31, 1998 as compared to the year ended December 31, 1997, resulting in a decrease of approximately $107,700 in income from net profits interests. Decrease due to mechanical downtime, shut-ins uneconomical to repair at current prices and natural decline. Gas production decreased approximately 17,800 mcf or 11% during the same period, resulting in a decrease of approximately $34,700 in income from net profits interests. The total decrease in income from net profits interests due to the change in production is approximately $142,400. 3. Lease operating costs and production taxes were 25% lower, or approximately $163,300 less during the year ended December 31, 1998 as compared to the year ended December 31, 1997. Decrease due to LOE - decimal division of interest error recorded in 1997, the downtime and shut-in of two leases in 1998. Costs and Expenses Total costs and expenses increased to $847,929 from $294,843 for the years ended December 31, 1998 and 1997, respectively, an increase of 188%. The increase is the result of higher depletion expense, provision for impairment and general and administrative expense. 1. General and administrative costs consists of independent accounting and engineering fees, computer services, postage, and Managing General Partner personnel costs. General and administrative costs increased 7% or approximately $8,800 during the year ended December 31, 1998 as compared to the year ended December 31, 1997. 2. Depletion expense increased to $297,000 for the year ended December 31, 1998 from $177,000 for the same period in 1997. This represents an increase of 68%. Depletion is calculated using the units of revenue method of amortization based on a percentage of current period gross revenues to total future gross oil and gas revenues, as estimated by the Partnership's independent petroleum consultants. A contributing factor to the increase in depletion expense between the comparative periods was the decrease in the price of oil and gas used to determine the Partnership's reserves for January 1, 1999 as compared to 1998. Another contributing factor was due to the impact of revisions of previous estimates on reserves. Revisions of previous estimates can be attributed to the changes in production performance, oil and gas price and production costs. The impact of the revision would have increased depletion expense approximately $122,000 as of December 31, 1997. 3. The Partnership reduced the net capitalized costs of oil and gas properties by $424,280. This provision for impairment had the effect of reducing net income, but did not affect cash flow or partner distributions. See Summary of Significant Accounting Policies - Oil and Gas Properties. Results of Operations B. General Comparison of the Years Ended December 31, 1997 and 1996 The following table provides certain information regarding performance factors for the years ended December 31, 1997 and 1996: Year Ended Percentage December 31, Increase 1997 1996 (Decrease) ---- ---- --------- Average price per barrel of oil $ 19.51 22.20 (12%) Average price per mcf of gas $ 2.41 2.61 (8%) Oil production in barrels 33,300 29,300 14% Gas production in mcf 159,600 152,700 5% Income from net profits interests $ 393,529 463,630 (15%) Partnership distributions $ 358,000 286,113 25% Limited partner distributions $ 322,200 258,313 25% Per unit distribution to limited partners $ 42.97 34.25 25% Number of limited partner units 7,499 7,499 Revenues The Partnership's income from net profits interests decreased to $393,529 from $463,630 for the years ended December 31, 1997 and 1996, respectively, a decrease of 15%. The principal factors affecting the comparison of the years ended December 31, 1997 and 1996 are as follows: 1. The average price for a barrel of oil received by the Partnership decreased during the year ended December 31, 1997 as compared to the year ended December 31, 1996 by 12%, or $2.69 per barrel, resulting in a decrease of approximately $78,800 in income from net profits interests. Oil sales represented 63% of total oil and gas sales during the year ended December 31, 1997 as compared to 62% during the year ended December 31, 1996. The average price for an mcf of gas received by the Partnership decreased during the same period by 8%, or $.20 per mcf, resulting in a decrease of approximately $30,500 in income from net profits interests. The total decrease in income from net profits interests due to the change in prices received from oil and gas production is approximately $109,300. The market price for oil and gas has been extremely volatile over the past decade and management expects a certain amount of volatility to continue in the foreseeable future. 2. Oil production increased approximately 4,000 barrels or 14% during the year ended December 31, 1997 as compared to the year ended December 31, 1996, resulting in an increase of approximately $78,000 in income from net profits interests. Gas production increased approximately 6,900 mcf or 5% during the same period, resulting in an increase of approximately $16,600 in income from net profits interests. The total increase in income from net profits interests due to the change in production is approximately $94,600. Increase in oil production is primarily attributable to success in response to a waterflood on one well and repairs made to a well which was uneconomic to repair in 1996. 3. Lease operating costs and production taxes were 9% higher, or approximately $55,500 more during the year ended December 31, 1997 as compared to the year ended December 31, 1996. Costs and Expenses Total costs and expenses increased to $294,843 from $251,169 for the years ended December 31, 1997 and 1996, respectively, an increase of 17%. The increase is the result of higher depletion expense partially offset by general and administrative expense. 1. General and administrative costs consists of independent accounting and engineering fees, computer services, postage, and Managing General Partner personnel costs. General and administrative costs decreased 1% or approximately $1,300 during the year ended December 31, 1997 as compared to the year ended December 31, 1996. 3. Depletion expense increased to $177,000 for the year ended December 31, 1997 from $132,000 for the same period in 1996. This represents an increase of 34%. Depletion is calculated using the units of revenue method of amortization based on a percentage of current period gross revenues to total future gross oil and gas revenues, as estimated by the Partnership's independent petroleum consultants. A contributing factor to the increase in depletion expense between the comparative periods was the decrease in the price of oil and gas used to determine the Partnership's reserves for January 1, 1998 as compared to 1997. Another contributing factor was due to the impact of revisions of previous estimates on reserves. Revisions of previous estimates can be attributed to the changes in production performance, oil and gas price and production costs. The impact of the revision would have increased depletion expense approximately $17,000 as of December 31, 1996. C. Revenue and Distribution Comparison Partnership net income (loss) for the years ended December 31, 1998, 1997 and 1996 was $(724,042), $102,274, and $213,770, respectively. Excluding the effects of depreciation, depletion, amortization and provision for impairment, net income (loss) for the years ended December 31, 1998, 1997 and 1996 would have been $(2,762), $279,274 and $345,770, respectively. Correspondingly, Partnership distributions for the years ended December 31, 1998, 1997 and 1996 were $104,500, $358,000 and $286,113, respectively. These differences are indicative of the changes in oil and gas prices, production and properties during 1998, 1997 and 1996. The sources for the 1998 distributions of $104,500 were oil and gas operations of approximately $112,600, resulting in excess cash for contingencies or subsequent distributions. The source for the 1997 distributions of $358,000 were oil and gas operations of approximately $346,200, with the balance from available cash on hand at the beginning of the period. The sources for the 1996 distributions of $286,113 were oil and gas operations of approximately $265,100 and property sales of $12,500, with the balance from available cash on hand at the beginning of the period. Total distributions during the year ended December 31, 1998 were $104,500 of which $94,050 was distributed to the limited partners and $10,450 to the general partners. The per unit distribution to limited partners during the same period was $12.54. Total distributions during the year ended December 31, 1997 were $358,000 of which $322,200 was distributed to the limited partners and $35,800 to the general partners. The per unit distribution to limited partners during the same period was $42.97. Total distributions during the year ended December 31, 1996 were $286,113 of which $258,313 was distributed to the limited partners and $27,800 to the general partners. The per unit distribution to limited partners during the same period was $34.45. Since inception of the Partnership, cumulative monthly cash distributions of $7,338,543 have been made to the partners. As of December 31, 1998, $6,588,320 or $878.56 per limited partner unit, has been distributed to the limited partners, representing an 88% return of the capital contributed. Liquidity and Capital Resources The primary source of cash is from operations, the receipt of income from net profits interests in oil and gas properties. The Partnership knows of no material change, nor does it anticipate any such change. Cash flows provided by operating activities were approximately $112,600 in 1998 compared to approximately $346,200 in 1997 and approximately $265,100 in 1996. The primary source of the 1998 cash flow from operating activities was profitable operations. The Partnership had no cash flows from investing activities in 1998 and 1997. Cash flow provided by investing activities were approximately $12,500 in 1996. Cash flows used in financing activities were approximately $104,200 in 1998 compared to $358,200 in 1997 and approximately $286,000 in 1996. The only use in financing activities was the distributions to partners. As of December 31, 1998, the Partnership had approximately $20,600 in working capital. The Managing General Partner knows of no unusual contractual commitments and believes the revenue generated from operations are adequate to meet the needs of the Partnership. Liquidity - Managing General Partner The Managing General Partner has a highly leveraged capital structure with over $21.0 million of interest payments due in 1999 on its debt obligations. Due to severely depressed commodity prices, the Managing General Partner is experiencing difficulty in generating sufficient cash flow to meet its obligations and sustain its operations. The Managing General Partner is currently in the process of renegotiating the terms of its various obligations with its creditors and/or attempting to seek new lenders or equity investors. Additionally, the Managing General Partner would consider disposing of certain assets in order to meet its obligations. There can be no assurance that the Managing General Partner's debt restructuring efforts will be successful or that the lenders will agree to a course of action consistent with the Managing General Partners requirements in restructuring the obligations. Even if such agreement is reached, it may require approval of additional lenders, which is not assured. Furthermore, there can be no assurance that the sales of assets can be successfully accomplished on terms acceptable to the Managing General Partner. Under current circumstances, the Managing General Partner's ability to continue as a going concern depends upon its ability to (1) successfully restructure its obligations or obtain additional financing as may be required, (2) maintain compliance with all debt covenants, (3) generate sufficient cash flow to meet its obligations on a timely basis, and (4) achieve satisfactory levels of future earnings. If the Managing General Partner is unsuccessful in its efforts, it may be unable to meet its obligations making it necessary to undertake such other actions as may be appropriate to preserve asset values. Information Systems for the Year 2000 The Managing General Partner provides all data processing needs of the Partnership. The Managing General Partner is continuing in its effort to identify and assess its exposure to the potential Year 2000 software and imbedded chip processing and date sensitivity issue. Through the Managing General Partners data processing subsidiary, Midland Southwest Software, Inc., the Managing General Partner proactively initiated a plan to identify applicable hardware and software, assess impact and effect, estimate costs, construct and implement corrective actions, and prepare contingency plans. Identification & Assessment The Managing General Partner currently believes it has identified the internal and external software and hardware that may have date sensitivity problems. Four critical systems and/or functions were identified: (1) the proprietary software of the Partnership (OGAS) that is used for oil & gas property management and financial accounting functions, (2) the DEC VAX/VMS hardware and operating system, (3) various third-party application software including lease economic analysis, fixed asset management, geological applications, and payroll/human resource programs, and (4) External Agents. The proprietary software of the Partnership is currently in process of meeting compliance requirements with an estimated completion date of mid- year 1999. Since this is an internally generated software package, the Managing General Partner has estimated the cost to be approximately $25,000 by estimating the necessary man-hours. These modifications are being made by internal staff and do not represent additional costs to the Partnership. The Managing General Partner has not made contingency plans at this time since the conversion is ahead of schedule and being handled by Managing General Partner controlled internal programmers. Given the complexity of the systems being modified, it is anticipated that some problems may arise, but with an expected early completion date, the Managing General Partner feels that adequate time is available to overcome unforeseen delays. DEC has released a fully compliant version of its operating system that is used by the Partnership on the DEC VAX system. It will be installed in August 1999, the Managing General Partner believes that this will solve any potential problems on the system. The Managing General Partner has identified various third-party software that may have date sensitivity problems and is working with the vendors to secure solutions as well as prepare contingency plans. After review and evaluation of the vendor plans and status, the Managing General Partner believes that the problems will be resolved prior to the year 2000 or the alternate contingency plan will sufficiently and adequately remediate the problem so that there is no material disruption to business functions. The External Agents of the Partnership include suppliers, customers, owners, vendors, banks, product purchasers including pipelines, and other oil and gas property operators. The Managing General Partner is in the process of identifying and communicating with each critical External Agent about its plan and progress thereof in addressing the Year 2000 issue. This process is on schedule and the Managing General Partner, at this time, believes that there should be no material interference or disruption associated with any of the critical External Agent's functions necessary to the Partnership's business. The Managing General Partner estimates completion of this audit by mid-year 1999 and believes that alternate plans can be devised to circumvent any material problems arising from critical External Agent noncompliance. Cost To date, the Managing General Partner has incurred only minimal internal man-hour costs for identification, planning, and maintenance. The Managing General Partner believes that the necessary additional costs will also be minimal and most will fall under normal and general maintenance procedures and updates. An accurate cost cannot be determined at this time, but it is expected that the total cost to remediate all systems to be less than $50,000. Risks/Contingency The failure to correct critical systems of the Partnership, or the failure of a material business partner or External Agent to resolve critical Year 2000 issues could have a serious adverse impact on the ability of the Partnership to continue operations and meet obligations. Based on the Managing General Partner's evaluation and assessment to date, it is believed that any interruption in operation will be minor and short-lived and pose no material monetary loss, safety, or environmental risk to the Partnership. However, until all assessment is complete, it is impossible to accurately identify the risks, quantify potential impacts or establish a final contingency plan. The Managing General Partner believes that its assessment and contingency planning will be complete no later than mid-year 1999. Worst Case Scenario The Securities and Exchange Commission requires that public companies must forecast the most reasonably likely worst case Year 2000 scenario, assuming that the Managing General Partner's Year 2000 plan is not effective. Analysis of the most reasonably likely worst case Year 2000 scenarios the Partnership may face leads to contemplation of the following possibilities which, though considered highly unlikely, must be included in any consideration of worst cases: widespread failure of electrical, gas, and similar supplies by utilities serving the Partnership; widespread disruption of the services of communications common carriers; similar disruption to means and modes of transportation for the Partnership and its employees, contractors, suppliers, and customers; significant disruption to the Partnership's ability to gain access to, and continue working in, office buildings and other facilities; and the failure, of third-parties systems, the effects of which would have a cumulative material adverse impact on the Partnership's critical systems. The Partnership could experience an inability by customers, traders, and others to pay, on a timely basis or at all, obligations owed to the Partnership. Under these circumstances, the adverse effect on the Partnership, and the diminution of Partnership revenues, could be material, although not quantifiable at this time. Item 8. Financial Statements and Supplementary Data Index to Financial Statements Page Independent Auditors Reports 21 Balance Sheets 23 Statements of Operations 24 Statement of Changes in Partners' Equity 25 Statements of Cash Flows 26 Notes to Financial Statements 28 INDEPENDENT AUDITORS REPORT The Partners Southwest Royalties, Inc. Income Fund V (A Tennessee Limited Partnership): We have audited the accompanying balance sheets of Southwest Royalties, Inc. Income Fund V (the "Partnership") as of December 31, 1998 and 1997, and the related statements of operations, changes in partners' equity and cash flows for the years then ended. 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 audits. We conducted our audits 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 audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Southwest Royalties, Inc. Income Fund V as of December 31, 1998 and 1997 and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. KPMG LLP Midland, Texas March 18, 1999 REPORT OF INDEPENDENT ACCOUNTANTS To the Partners Southwest Royalties, Inc. Income Fund V Midland, Texas We have audited the accompanying statements of operations, changes in partners' equity and cash flows of Southwest Royalties, Inc. Income Fund for the year ended December 31, 1996. 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 generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statements of operations, changes in partners equity and cash flows are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statements of operations, changes in partners equity and cash flows. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statements of operations, changes in partners equity and cash flows. We believe that our audit of the statements of operations, changes in partners equity and cash flows provides a reasonable basis for our opinion. In our opinion, the statements of operations, changes in partners equity and cash flows referred to above present fairly, in all material respects, the results of operations and cash flows of Southwest Royalties, Inc. Income Fund V for the year ended December 31, 1996, in conformity with generally accepted accounting principles. JOSEPH DECOSIMO AND COMPANY A Tennessee Registered Limited Liability Partnership Chattanooga, Tennessee March 14, 1997 Southwest Royalties, Inc. Income Fund V (a Tennessee limited partnership) Balance Sheets December 31, 1998 and 1997 1998 1997 ---- ---- Assets Current assets: Cash and cash equivalents $ 12,785 4,418 Receivable from Managing General Partner 7,961 123,280 Distribution receivable - 114 - --------- --------- Total current assets 20,746 127,812 - --------- --------- Oil and gas properties - using the full- cost method of accounting 6,159,438 6,159,438 Less accumulated depreciation, depletion and amortization 5,706,800 4,985,520 - --------- --------- Net oil and gas properties 452,638 1,173,918 - --------- --------- $ 473,384 1,301,730 ========= ========= Liabilities and Partners' Equity Current liability - Distribution payable $ 196 - - --------- --------- Partners' equity: General partners (628,874) (546,020) Limited partners 1,102,062 1,847,750 - --------- --------- Total partners' equity 473,188 1,301,730 - --------- --------- $ 473,384 1,301,730 ========= ========= The accompanying notes are an integral part of these financial statements. Southwest Royalties, Inc. Income Fund V (a Tennessee limited partnership) Statements of Operations Years ended December 31, 1998, 1997 and 1996 1998 1997 1996 ---- ---- - ---- Revenues Income from net profits interests $ 122,808 393,529 463,630 Interest 1,079 3,588 1,309 ------- - ------- ------- 123,887 397,117 464,939 ------- - ------- ------- Expenses General and administrative 126,649 117,843 119,169 Depreciation, depletion and amortization 297,000 177,000 132,000 Provision for impairment of oil and gas properties 424,280 - - ------- - ------- ------- 847,929 294,843 251,169 ------- - ------- ------- Net income (loss) $ (724,042) 102,274 213,770 ======= ======= ======= Net income (loss) allocated to: Managing General Partner $ (65,164) 9,205 19,239 ======= ======= ======= General partner $ (7,240) 1,023 2,138 ======= ======= ======= Limited partners $ (651,638) 92,046 192,393 ======= ======= ======= Per limited partner unit $ (86.90) 12.27 25.66 ======= ======= ======= The accompanying notes are an integral part of these financial statements. Southwest Royalties, Inc. Income Fund V (a Tennessee limited partnership) Statement of Changes in Partners' Equity Years ended December 31, 1998, 1997 and 1996 General Limited Partners Partners Total -------- -------- - ----- Balance at December 31, 1995 $ (514,025) 2,143,824 1,629,799 Net income 21,377 192,393 213,770 Distributions (27,800) (258,313) (286,113) -------- - --------- --------- Balance at December 31, 1996 (520,448) 2,077,904 1,557,456 Net income 10,228 92,046 102,274 Distributions (35,800) (322,200) (358,000) -------- - --------- --------- Balance at December 31, 1997 (546,020) 1,847,750 1,301,730 Net income (loss) (72,404) (651,638) (724,042) Distributions (10,450) (94,050) (104,500) -------- - --------- --------- Balance at December 31, 1998 $ (628,874) 1,102,062 473,188 ======== ========= ========= The accompanying notes are an integral part of these financial statements. Southwest Royalties, Inc. Income Fund V (a Tennessee limited partnership) Statements of Cash Flows Years ended December 31, 1998, 1997 and 1996 1998 1997 1996 ---- ---- - ---- Cash flows from operating activities: Cash received from net profits interests $ 213,766 460,491 382,934 Cash paid to Managing General Partner for administrative fees and general and administrative overhead (102,288) (117,843)(119,169) Interest received 1,079 3,588 1,309 -------- - -------- -------- Net cash provided by operating activities 112,557 346,236 265,074 -------- - -------- -------- Cash provided by investing activities: Cash received from sale of oil and gas properties - - 12,500 -------- - -------- -------- Cash used in financing activities: Distributions to partners (104,190) (358,198)(285,982) -------- - -------- -------- Net increase (decrease) in cash and cash equivalents 8,367 (11,962) (8,408) Beginning of year 4,418 16,380 24,788 -------- - -------- -------- End of year $ 12,785 4,418 16,380 ======== ======== ======== (continued) The accompanying notes are an integral part of these financial statements. Southwest Royalties, Inc. Income Fund V (a Tennessee limited partnership) Statements of Cash Flows, continued Years ended December 31, 1998, 1997 and 1996 1998 1997 1996 ---- ---- - ---- Reconciliation of net income (loss)to net cash provided by operating activities: Net income (loss) $ (724,042) 102,274 213,770 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion and amortization 297,000 177,000 132,000 Provision of impairment of oil and gas properties 424,280 - - - (Increase) decrease in receivables 90,958 66,962 (80,696) Decrease in payables 24,361 - - ------- - ------- ------- Net cash provided by operating activities $ 112,557 346,236 265,074 ======= ======= ======= The accompanying notes are an integral part of these financial statements. Southwest Royalties, Inc. Income Fund V (a Tennessee limited partnership) Notes to Financial Statements 1. Organization Southwest Royalties, Inc. Income Fund V was organized under the laws of the state of Tennessee on May 1, 1986, for the purpose of acquiring producing oil and gas properties and to produce and market crude oil and natural gas produced from such properties for a term of 50 years, unless terminated at an earlier date as provided for in the Partnership Agreement. The Partnership sells its oil and gas production to a variety of purchasers with the prices it receives being dependent upon the oil and gas economy. Southwest Royalties, Inc. serves as the Managing General Partner and H. H. Wommack, III, as the individual general partner. Revenues, costs and expenses are allocated as follows: Limited General Partners Partners -------- -------- Interest income on capital contributions 100% - Oil and gas sales 90% 10% All other revenues 90% 10% Organization and offering costs (1) 100% - Amortization of organization costs 100% - Property acquisition costs 100% - Gain/loss on property disposition 90% 10% Operating and administrative costs (2) 90% 10% Depreciation, depletion and amortization of oil and gas properties 90% 10% All other costs 90% 10% (1) All organization costs in excess of 3% of initial capital contributions will be paid by the Managing General Partner and will be treated as a capital contribution. The Partnership paid the Managing General Partner an amount equal to 3% of initial capital contributions for such organization costs. (2) Administrative costs in any year which exceed 2% of capital contributions shall be paid by the Managing General Partner and will be treated as a capital contribution. Southwest Royalties, Inc. Income Fund V (a Tennessee limited partnership) Notes to Financial Statements 2. Summary of Significant Accounting Policies Oil and Gas Properties Oil and gas properties are accounted for at cost under the full-cost method. Under this method, all productive and nonproductive costs incurred in connection with the acquisition, exploration and development of oil and gas reserves are capitalized. Gain or loss on the sale of oil and gas properties is not recognized unless significant oil and gas reserves are involved. The Partnership's policy for depreciation, depletion and amortization of oil and gas properties is computed under the units of revenue method. Under the units of revenue method, depreciation, depletion and amortization is computed on the basis of current gross revenues from production in relation to future gross revenues, based on current prices, from estimated production of proved oil and gas reserves. Under the units of revenue method, the Partnership computes the provision by multiplying the total unamortized cost of oil and gas properties by an overall rate determined by dividing (a) oil and gas revenues during the period by (b) the total future gross oil and gas revenues as estimated by the Partnership's independent petroleum consultants. It is reasonably possible that those estimates of anticipated future gross revenues, the remaining estimated economic life of the product, or both could be changed significantly in the near term due to the potential fluctuation of oil and gas prices or production. The depletion estimate would also be affected by this change. Should the net capitalized costs exceed the estimated present value of oil and gas reserves, discounted at 10%, such excess costs would be charged to current expense. As of December 31, 1998, the net capitalized cost exceeded the estimated present value of oil and gas reserves, thus an adjustment of $424,280 was made to the financial statement. As December 31, 1997 and 1996, the net capitalized costs did not exceed the estimated present value of oil and gas reserves. The Partnership's interest in oil and gas properties consists of net profits interests in proved properties located within the continental United States. A net profits interest is created when the owner of a working interest in a property enters into an arrangement providing that the net profits interest owner will receive a stated percentage of the net profit from the property. The net profits interest owner will not otherwise participate in additional costs and expenses of the property. Southwest Royalties, Inc. Income Fund V (a Tennessee limited partnership) Notes to Financial Statements 2. Summary of Significant Accounting Policies- continued Estimates and Uncertainties 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. Syndication Costs Syndication costs are accounted for as a reduction of partnership equity. Environmental Costs The Partnership is subject to extensive federal, state and local environmental laws and regulations. These laws, which are constantly changing, regulate the discharge of materials into the environment and may require the Partnership to remove or mitigate the environmental effects of the disposal or release of petroleum or chemical substances at various sites. Environmental expenditures are expensed or capitalized depending on their future economic benefit. Costs which improve a property as compared with the condition of the property when originally constructed or acquired and costs which prevent future environmental contamination are capitalized. Expenditures that relate to an existing condition caused by past operations and that have no future economic benefits are expensed. Liabilities for expenditures of a non-capital nature are recorded when environmental assessment and/or remediation is probable, and the costs can be reasonably estimated. Gas Balancing The Partnership utilizes the sales method of accounting for gas- balancing arrangements. Under this method the Partnership recognizes sales revenue on all gas sold. As of December 31, 1998, 1997 and 1996, there were no significant amounts of imbalance in terms of units and value. Income Taxes No provision for income taxes is reflected in these financial statements, since the tax effects of the Partnership's income or loss are passed through to the individual partners. In accordance with the requirements of Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes", the Partnership's tax basis in its net oil and gas properties at December 31, 1998 and 1997 is $679,775 and $70,499, respectively, more than that shown on the accompanying Balance Sheets in accordance with generally accepted accounting principles. Southwest Royalties, Inc. Income Fund V (a Tennessee limited partnership) Notes to Financial Statements 2. Summary of Significant Accounting Policies- continued Cash and Cash Equivalents For purposes of the statements of cash flows, the Partnership considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The Partnership maintains its cash at one financial institution. Number of Limited Partner Units As of December 31, 1998, 1997 and 1996, there were 7,499 limited partner units outstanding held by 711 partners. Concentrations of Credit Risk The Partnership is subject to credit risk through trade receivables. Although a substantial portion of its debtors' ability to pay is dependent upon the oil and gas industry, credit risk is minimized due to a large customer base. All partnership revenues are received by the Managing General Partner and subsequently remitted to the partnership and all expenses are paid by the Managing General Partner and subsequently reimbursed by the partnership. Fair Value of Financial Instruments The carrying amount of cash and accounts receivable approximates fair value due to the short maturity of these instruments. Net Income (loss) per limited partnership unit The net income (loss) per limited partnership unit is calculated by using the number of outstanding limited partnership units. 3. Liquidity - Managing General Partner The Managing General Partner has a highly leveraged capital structure with over $21.0 million of interest payments due in 1999 on its debt obligations. Due to severely depressed commodity prices, the Managing General Partner is experiencing difficulty in generating sufficient cash flow to meet its obligations and sustain its operations. The Managing General Partner is currently in the process of renegotiating the terms of its various obligations with its creditors and/or attempting to seek new lenders or equity investors. Additionally, the Managing General Partner would consider disposing of certain assets in order to meet its obligations. There can be no assurance that the Managing General Partner's debt restructuring efforts will be successful or that the lenders will agree to a course of action consistent with the Managing General Partners requirements in restructuring the obligations. Even if such agreement is reached, it may require approval of additional lenders, which is not assured. Furthermore, there can be no assurance that the sales of assets can be successfully accomplished on terms acceptable to the Managing General Partner. Under current circumstances, the Managing General Partner's ability to continue as a going concern depends upon its ability to (1) successfully restructure its obligations or obtain additional financing as may be required, (2) maintain compliance with all debt covenants, (3) generate sufficient cash flow to meet its obligations on a timely basis, and (4) achieve satisfactory levels of future earnings. If the Managing General Partner is unsuccessful in its efforts, it may be unable to meet its obligations making it necessary to undertake such other actions as may be appropriate to preserve asset values. Southwest Royalties, Inc. Income Fund V (a Tennessee limited partnership) Notes to Financial Statements 4. Commitments and Contingent Liabilities After completion of the Partnership's first full fiscal year of operations and each year thereafter, the Managing General Partner has offered and will continue to offer to purchase each limited partner's interest in the Partnership, at a price based on tangible assets of the Partnership, plus the present value of the future net revenues of proved oil and gas properties, minus liabilities with a risk factor discount of up to one-third which may be implemented at the sole discretion of the Managing General Partner. However, the Managing General Partner's obligation to purchase limited partner units is limited to an expenditure of an amount not in excess of 10% of the total limited partner units initially subscribed for by limited partners. The Partnership is subject to various federal, state and local environmental laws and regulations which establish standards and requirements for protection of the environment. The Partnership cannot predict the future impact of such standards and requirements, which are subject to change and can have retroactive effectiveness. The Partnership continues to monitor the status of these laws and regulations. As of December 31, 1998, the Partnership has not been fined, cited or notified of any environmental violations and management is not aware of any unasserted violations which would have a material adverse effect upon capital expenditures, earnings or the competitive position in the oil and gas industry. However, the Managing General Partner does recognize by the very nature of its business, material costs could be incurred in the near term to bring the Partnership into total compliance. The amount of such future expenditures is not determinable due to several factors, including the unknown magnitude of possible contaminations, the unknown timing and extent of the corrective actions which may be required, the determination of the Partnership's liability in proportion to other responsible parties and the extent to which such expenditures are recoverable from insurance or indemnifications from prior owners of the Partnership's properties. Southwest Royalties, Inc. Income Fund V (a Tennessee limited partnership) Notes to Financial Statements 5. Related Party Transactions A significant portion of the oil and gas properties in which the Partnership has an interest are operated by and purchased from the Managing General Partner. As is usual in the industry and as provided for in the operating agreement for each respective oil and gas property in which the Partnership has an interest, the operator is paid an amount for administrative overhead attributable to operating such properties, with such amounts to Southwest Royalties, Inc. as operator approximating $103,100, $105,000 and $98,000 for the years ended December 31, 1998, 1997 and 1996, respectively. In addition, the Managing General Partner and certain officers and employees may have an interest in some of the properties in which the Partnership also participates. Certain subsidiaries or affiliates of the Managing General Partner perform various oilfield services for properties in which the Partnership owns an interest. Such services aggregated approximately $7,400, $1,100 and $5,000 for the years ended December 31, 1998, 1997 and 1996, respectively, and the Managing General Partner believes that these costs are comparable to similar charges paid by the Partnership to unrelated third parties. Southwest Royalties, Inc., the Managing General Partner, was paid $109,200 during 1998, 1997 and 1996, as an administrative fee, for indirect general and administrative overhead expenses. Receivables from Southwest Royalties, Inc., the Managing General Partner, of $7,961 and $123,280 are from oil and gas production, net of lease operating costs and production taxes, as of December 31, 1998 and 1997, respectively. In addition, a director and officer of the Managing General Partner is a partner in a law firm, with such firm providing legal services to the Partnership approximating $800, $900 and $1,300 for the years ended December 31, 1998, 1997 and 1996, respectively. 6. Major Customers No material portion of the Partnership's business is dependent on a single purchaser, or a very few purchasers, where the loss of one would have a material adverse impact on the Partnership. Three purchasers accounted for 72% of the Partnership's total oil and gas production during 1998: Scurlock Permian Corporation for 29%, Phillips 66 Company for 27% and Vintage Petroleum Inc. for 16%. Three purchasers accounted for 76% of the Partnership's total oil and gas production during 1997: Scurlock Permian Corporation for 34%, Phillips 66 Company for 26% and Vintage Petroleum Inc. for 16%. Four purchasers accounted for 83% of the Partnership's total oil and gas production during 1996: Scurlock Permian Corporation 35%, Phillips 66 Company 23%, Vintage Petroleum, Inc. 15% and Aquila Southwest Pipeline Corporation 10%. All purchasers of the Partnership's oil and gas production are unrelated third parties. In the event any of these purchasers were to discontinue purchasing the Partnership's production, the Managing General Partner believes that a substitute purchaser or purchasers could be located without undue delay. No other purchaser accounted for an amount equal to or greater than 10% of the Partnership's sales of oil and gas production. Southwest Royalties, Inc. Income Fund V (a Tennessee limited partnership) Notes to Financial Statements 7. Estimated Oil and Gas Reserves (unaudited) The Partnership's interest in proved oil and gas reserves is as follows: Oil (bbls) Gas (mcf) ---------- - --------- Proved developed and undeveloped reserves - January 1, 1996 251,000 1,619,000 Revisions of previous estimates 73,000 169,000 Production (29,000) (153,000) Sale of minerals in place (1,000) (7,000) ------- --------- December 31, 1996 294,000 1,628,000 Revisions of previous estimates (49,000) (107,000) Production (33,000) (160,000) ------- --------- December 31, 1997 212,000 1,361,000 Revisions of previous estimates (109,000) (688,000) Production (25,000) (142,000) ------- --------- December 31, 1998 78,000 531,000 ======= ========= Proved developed reserves - December 31, 1996 257,000 1,553,000 ======= ========= December 31, 1997 173,000 1,258,000 ======= ========= December 31, 1998 52,000 442,000 ======= ========= All of the Partnership's reserves are located within the continental United States. Southwest Royalties, Inc. Income Fund V (a Tennessee limited partnership) Notes to Financial Statements 7. Estimated Oil and Gas Reserves (unaudited)- continued * Ryder Scott Company Petroleum Engineers prepared the reserve and present value data for 96.4% of the Partnership's existing properties as of January 1, 1999. Another independent petroleum engineer prepared the remaining 3.6% of the Partnership's properties. The reserve estimates were made in accordance with guidelines established by the Securities and Exchange Commission pursuant to Rule 4-10(a) of Regulation S-X. Such guidelines require oil and gas reserve reports be prepared under existing economic and operating conditions with no provisions for price and cost escalation except by contractual arrangements. The New York Mercantile Exchange price at December 31, 1998 of $12.05 was used as the beginning basis for the oil price. Oil price adjustments from $12.05 per barrel were made in the individual evaluations to reflect oil quality, gathering and transportation costs. The results are an average price received at the lease of $10.45 per barrel in the preparation of the reserve report as of January 1, 1999. In the determination of the gas price, the New York Mercantile Exchange price at December 31, 1998 of $1.95 was used as the beginning basis. Gas price adjustments from $1.95 per Mcf were made in the individual evaluations to reflect BTU content, gathering and transportation costs and gas processing and shrinkage. The results are an average price received at the lease of $1.79 per Mcf in the preparation of the reserve report as of January 1, 1999. The evaluation of oil and gas properties is not an exact science and inevitably involves a significant degree of uncertainty, particularly with respect to the quantity of oil or gas that any given property is capable of producing. Estimates of oil and gas reserves are based on available geological and engineering data, the extent and quality of which may vary in each case and, in certain instances, may prove to be inaccurate. Consequently, properties may be depleted more rapidly than the geological and engineering data have indicated. Unanticipated depletion, if it occurs, will result in lower reserves than previously estimated; thus an ultimately lower return for the Partnership. Basic changes in past reserve estimates occur annually. As new data is gathered during the subsequent year, the engineer must revise his earlier estimates. In applying industry standards and procedures, the new data may cause the previous estimates to be revised. This revision may increase or decrease the earlier estimated volumes. Accordingly, reserve estimates are often different from the quantities of oil and gas that are ultimately recovered. The Partnership has reserves which are classified as proved developed producing and proved undeveloped. All of the proved reserves are included in the engineering reports which evaluate the Partnership's present reserves. Because the Partnership does not engage in drilling activities, the development of proved undeveloped reserves is conducted pursuant to farm-out arrangements with the Managing General Partner or unrelated third parties. Generally, the Partnership retains a carried interest such as an overriding royalty interest under the terms of a farm-out or receives cash. Southwest Royalties, Inc. Income Fund V (a Tennessee limited partnership) Notes to Financial Statements 7. Estimated Oil & Gas Reserves (unaudited) - continued The standardized measure of discounted future net cash flows relating to proved oil and gas reserves at December 31, 1998, 1997 and 1996 is presented below: 1998 1997 1996 ---- ---- ---- Future cash inflows, net of production and development costs $ 653,000 3,165,000 6,926,000 10% annual discount for estimated timing of cash flows 200,000 1,165,000 2,722,000 --------- --------- --------- Standardized measure of discounted future net cash flows $ 453,000 2,000,000 4,204,000 ========= ========= ========= The principal sources of change in the standardized measure of discounted future net cash flows for the years ended December 31, 1998, 1997 and 1996 are as follows: 1998 1997 1996 ---- ---- ---- Sales of oil and gas produced, net of production costs $ (123,000) (394,000) (781,000) Changes in prices and production costs (1,099,000)(1,829,000) 1,943,000 Changes of production rates (timing) and other 81,000 (99,000) 457,000 Sales of minerals in place - (5,000) Revisions of previous quantities estimates (606,000) (302,000) (80,000) Accretion of discount 200,000 420,000 351,000 Discounted future net cash flows - Beginning of year 2,000,000 4,204,000 2,319,000 --------- --------- --------- End of year $ 453,000 2,000,000 4,204,000 ========= ========= ========= Future net cash flows were computed using year-end prices and costs that related to existing proved oil and gas reserves in which the Partnership has mineral interests. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure On June 9, 1997 Southwest Royalties, Inc. the Partnership's Managing General Partner (Southwest Royalties, Inc.) dismissed Joseph Decosimo and Company as the Partnership's independent accountants. The Managing General Partner's Board of Directors approved the decision to change the Partnership's independent accountants. The report of Joseph Decosimo and Company on the financial statements for the fiscal year ended December 31, 1996 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principle. In connection with its audit for the fiscal year ended December 31, 1996 and through June 9, 1997, there have been no disagreements with Joseph Decosimo and Company on any matter of accounting principles or practices, financial statements disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Joseph Decosimo and Company would have caused them to make reference thereto in their report on the financial statements for such year. The Registrant has requested that Joseph Decosimo and Company furnish it with a letter addressed to the SEC stating whether or not is agrees with the above statements. A copy of that letter is included as Exhibit 16 and has been filed with the Securities and Exchange Commission. Part III Item 10. Directors and Executive Officers of the Registrant Management of the Partnership is provided by Southwest Royalties, Inc., as Managing General Partner. The names, ages, offices, positions and length of service of the directors and executive officers of Southwest Royalties, Inc. are set forth below. Each director and executive officer serves for a term of one year. The present directors of the Managing General Partner have served in their capacity since the Company's formation in 1983. Name Age Position - -------------------- --- ----------------------------------- - ------- H. H. Wommack, III 43 Chairman of the Board, President, Chief Executive Officer, Treasurer and Director H. Allen Corey 42 Secretary and Director Bill E. Coggin 44 Vice President and Chief Financial Officer Jon P. Tate 41 Vice President, Land and Assistant Secretary R. Douglas Keathley 43 Vice President, Operations J. Steven Person 40 Vice President, Marketing Paul L. Morris 57 Director H. H. Wommack, III, is Chairman of the Board, President, Chief Executive Officer, Treasurer, principal stockholder and a director of the Managing General Partner, and has served as its President since the Company's organization in August, 1983. Prior to the formation of the Company, Mr. Wommack was a self-employed independent oil producer engaged in the purchase and sale of royalty and working interests in oil and gas leases, and the drilling of exploratory and developmental oil and gas wells. Mr. Wommack holds a J.D. degree from the University of Texas from which he graduated in 1980, and a B.A. from the University of North Carolina in 1977. H. Allen Corey, a founder of the Managing General Partner, has served as the Managing General Partner's secretary and a director since its inception. Mr. Corey is President of Trolley Barn Brewery, Inc., a brew pub restaurant chain based in the Southeast. Prior to his involvement with Trolley Barn, Mr. Corey was a partner at the law firm of Miller & Martin in Chattanooga, Tennessee. He is currently of counsel to the law firm of Baker, Donelson, Bearman & Caldwell, with the offices in Chattanooga, Tennessee. Mr. Corey received a J.D. degree from the Vanderbilt University Law School and B.A. degree from the University of North Carolina at Chapel Hill. Bill E. Coggin, Vice President and Chief Financial Officer, has been with the Managing General Partner since 1985. Mr. Coggin was Controller for Rod Ric Corporation of Midland, Texas, an oil and gas drilling company, during the latter part of 1984. He was Controller for C.F. Lawrence & Associates, Inc., an independent oil and gas operator also of Midland, Texas during the early part of 1984. Mr. Coggin taught public school for four years prior to his business experience. Mr. Coggin received a B.S. in Education and a B.B.A. in Accounting from Angelo State University. Jon P. Tate, Vice President, Land and Assistant Secretary, assumed his responsibilities with the Managing General Partner in 1989. Prior to joining the Managing General Partner, Mr. Tate was employed by C.F. Lawrence & Associates, Inc., an independent oil and gas company, as Land Manager from 1981 through 1989. Mr. Tate is a member of the Permian Basin Landman's Association and received his B.B.S. degree from Hardin-Simmons University. R. Douglas Keathley, Vice President, Operations, assumed his responsibilities with the Managing General Partner as a Production Engineer in October, 1992. Prior to joining the Managing General Partner, Mr. Keathley was employed for four (4) years by ARCO Oil & Gas Company as senior drilling engineer working in all phases of well production (1988- 1992), eight (8) years by Reading & Bates Petroleum Company as senior petroleum engineer responsible for drilling (1980-1988) and two (2) years by Tenneco Oil Company as drilling engineer responsible for all phases of drilling (1978-1980). Mr. Keathley received his B.S. in Petroleum Engineering in 1977 from the University of Oklahoma. J. Steven Person, Vice President, Marketing, assumed his responsibilities with the Managing General Partner as National Marketing Director in 1989. Prior to joining the Managing General Partner, Mr. Person served as Vice President of Marketing for CRI, Inc., and was associated with Capital Financial Group and Dean Witter (1983). He received a B.B.A. from Baylor University in 1982 and an M.D.A. from Houston Baptist University in 1987. Paul L. Morris has served as a Director of Southwest Royalties Holdings, Inc. since August 1998 and Southwest Royalties, Inc. since September 1998. Mr. Morris is President and CEO of Wagner & Brown, Ltd., one of the largest independently owned oil and gas companies in the United States. Prior to his position with Wagner & Brown, Mr. Morris served as President of Banner Energy and in various managerial positions with Columbia Gas System, Inc. Key Employees Accounting and Administrative Officer - Debbie A. Brock, age 46, assumed her position with the Managing General Partner in 1991. Prior to joining the Managing General Partner, Ms. Brock was employed with Western Container Corporation as Accounting Manager (1982-1990), Synthetic Industries (Texas), Inc. as Accounting Manager (1976-1982) and held various accounting positions in the manufacturing industry (1971-1975). Ms. Brock received a B.B.A. from the University of Houston. Controller - Robert A. Langford, age 49, assumed his responsibilities with the Managing General Partner in 1992. Mr. Langford received his B.B.A. degree in Accounting in 1975 from the University of Central Arkansas. Prior to joining the Managing General Partner, Mr. Langford was employed with Forest Oil Corporation as Corporate Coordinator, Regional Coordinator, Accounting Manager. He held various other positions from 1982-1992 and 1976-1980 and was Assistant Controller of National Oil Company from 1980- 1982. Financial Reporting Manager - Bryan Dixon, C.P.A., age 32, assumed his responsibilities with the Managing General Partner in 1992. Mr. Dixon received his B.B.A. degree in Accounting in 1988 from Texas Tech University in Lubbock, Texas. Prior to joining the Managing General Partner, Mr. Dixon was employed as a Senior Auditor with Johnson, Miller & Company from 1991-1992 and Audit Supervisor for Texas Tech University and the Texas Tech University Health Sciences Center from 1988-1991. Production Superintendent - Steve C. Garner, age 57, assumed his responsibilities with the Managing General Partner as Production Superintendent in July, 1989. Prior to joining the Managing General Partner, Mr. Garner was employed 16 years by Shell Oil Company working in all phases of oil field production as operations foreman, one and one-half years with Petroleum Corporation of Delaware as Production Superintendent, six years as an independent engineering consultant, and one year with Citation Oil & Gas Corp. as a workover, completion and production foreman. Mr. Garner has worked extensively in the Permian Basin oil field for the last 25 years. Tax Manager - Carolyn Cookson, age 42, assumed her position with the Managing General Partner in April 1989. Prior to joining the Managing General Partner, Ms. Cookson was employed as Director of Taxes at C.F. Lawrence & Associates, Inc. from 1983 to 1989, and worked in public accounting at McCleskey, Cook & Green, P.C. from 1981 to 1983 and Deanna Brady, C.P.A. from 1980 to 1981. She is a member of the Permian Basin Chapter of the Petroleum Accountants' Society, and serves on its Board of Directors and is liaison to the Tax Committee. Ms. Cookson received a B.B.A. in accounting from New Mexico State University. Investor Relations Manager - Sandra K. Flournoy, age 52, came to Southwest Royalties, Inc. in 1988 from Parker & Parsley Petroleum, where she was Assistant Manager of Investor Services and Broker/Dealer Relations for two years. Prior to that, Ms. Flournoy was Administrative Assistant to the Superintendent at Greenwood ISD for four years. In certain instances, the Managing General Partner will engage professional petroleum consultants and other independent contractors, including engineers and geologists in connection with property acquisitions, geological and geophysical analysis, and reservoir engineering. The Managing General Partner believes that, in addition to its own "in-house" staff, the utilization of such consultants and independent contractors in specific instances and on an "as-needed" basis allows for greater flexibility and greater opportunity to perform its oil and gas activities more economically and effectively. Item 11. Executive Compensation The Partnership does not have any directors or executive officers. The executive officers of the Managing General Partner do not receive any cash compensation, bonuses, deferred compensation or compensation pursuant to any type of plan, from the Partnership. The Managing General Partner received $109,200 during 1998, 1997 and 1996 as an annual administrative fee. Item 12. Security Ownership of Certain Beneficial Owners and Management There are no limited partners who own of record, or are known by the Managing General Partner to beneficially own, more than five percent of the Partnership's limited partnership interests. The Managing General Partner owns a nine percent interest in the Partnership as a general partner. Through repurchase offers to the limited partners, the Managing General Partner also owns 1,496 limited partner units, a 20.0% limited partner interest. The Managing General Partner total percentage interest ownership in the Partnership is 23.37%. No officer or director of the Managing General Partner owns Units in the Partnership. H. H. Wommack, III, as the individual general partner of the Partnership, owns a one percent interest in the Partnership as a general partner. The officers and directors of the Managing General Partner are considered beneficial owners of the limited partner units acquired by the Managing General Partner by virtue of their status as such. A list of beneficial owners of limited partner units, acquired by the Managing General Partner, is as follows: Amount and Nature of Percent Name and Address of Beneficial of Title of Class Beneficial Owner Ownership Class - ------------------- --------------------------- --------------- ------- Limited Partnership Southwest Royalties, Inc. Directly Owns 20.0% Interest Managing General Partner 1,496 Units 407 N. Big Spring Street Midland, TX 79701 Limited Partnership H. H. Wommack, III Indirectly Owns 20.0% Interest Chairman of the Board, 1,496 Units President, CEO, Treasurer and Director of Southwest Royalties, Inc., the Managing General Partner 407 N. Big Spring Street Midland, TX 79701 Limited Partnership H. Allen Corey Indirectly Owns 20.0% Interest Secretary and Director of 1,496 Units Southwest Royalties, Inc., the Managing General Partner 633 Chestnut Street Chattanooga, TN 37450-1800 Limited Partnership Bill E. Coggin Indirectly Owns 20.0% Interest Vice President and CFO of 1,496 Units Southwest Royalties, Inc., the Managing General Partner 407 N. Big Spring Street Midland, TX 79701 Limited Partnership Jon P. Tate Indirectly Owns 20.0% Interest Vice President, Land and 1,496 Units Assistant Secretary of Southwest Royalties, Inc., the Managing General Partner 407 N. Big Spring Street Midland, TX 79701 Limited Partnership J. Steven Person Indirectly Owns 20.0% Interest Vice President, Marketing 1,496 Units of Southwest Royalties, Inc., the Managing General Partner 407 N. Big Spring Street Midland, TX 79701 Limited Partnership R. Douglas Keathley Indirectly Owns 20.0% Interest Vice President,1,496 Units Operations of Southwest Royalties, Inc., the Managing General Partner 407 N. Big Spring Street Midland, TX 79701 Amount and Nature of Percent Name and Address ofBeneficial of Title of Class Beneficial Owner Ownership Class - ------------------- --------------------------- --------------- ------- Limited Partnership Paul L. Morris Indirectly Owns 20.0% Interest Director of Southwest 1,496 Units Royalties, Inc., the Managing General Partner 407 N. Big Spring Street Midland, TX 79701 There are no arrangements known to the Managing General Partner which may at a subsequent date result in a change of control of the Partnership. Item 13. Certain Relationships and Related Transactions In 1998, the Managing General Partner received $109,200 as an administrative fee. This amount is part of the general and administrative expenses incurred by the Partnership. In some instances the Managing General Partner and certain officers and employees may be working interest owners in an oil and gas property in which the Partnership also has a net profits interest. Certain properties in which the Partnership has an interest are operated by the Managing General Partner, which was paid approximately $103,100 for administrative overhead attributable to operating such properties during 1998. Certain subsidiaries or affiliates of the Managing General Partner perform various oilfield services for properties in which the Partnership owns an interest. Such services aggregated approximately $7,400 for the year ended December 31, 1998. The law firm of Baker, Donelson, Bearman & Caldwell of which H. Allen Corey, an officer and director of the Managing General Partner, is a partner, is counsel to the Partnership. Legal services rendered by Baker, Donelson, Bearman & Caldwell to the Partnership during 1998 were approximately $800, which constitutes an immaterial portion of that firm's business. In the opinion of management, the terms of the above transactions are similar to ones with unaffiliated third parties. Part IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a)(1) Financial Statements: Included in Part II of this report -- Reports of Independent Accountants Balance Sheets Statements of Operations Statement of Changes in Partners' Equity Statements of Cash Flows Notes to Financial Statements (2) Schedules required by Article 12 of Regulation S- X are either omitted because they are not applicable or because the required information is shown in the financial statements or the notes thereto. (3) Exhibits: 4 (a) Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated May 1, 1986. (Incorporated by reference from Partnership's Form 10-K for the fiscal year ended December 31, 1986.) (b) First Amendment to Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated May 21, 1986. (Incorporated by reference from Partnership's Form 10-K for the fiscal year ended December 31, 1986.) (c) Second Amendment to Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated July 1, 1986. (Incorporated by reference from Partnership's Form 10-K for the fiscal year ended December 31, 1986.) (d) Third Amendment to Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated July 17, 1986. (Incorporated by reference from Partnership's Form 10-K for the fiscal year ended December 31, 1986.) (e) Fourth Amendment to Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated September 8, 1986. (Incorporated by reference from Partnership's Form 10-K for the fiscal year ended December 31, 1986.) (f) Fifth Amendment to Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated October 9, 1987. (Incorporated by reference from the Partnership's Form 10-K for the fiscal year ended December 31, 1987.) (g) Sixth Amendment to Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated September 3, 1987. (Incorporated by reference from the Partnership's Form 10-K for the fiscal year ended December 31, 1987.) (h) Seventh Amendment to Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated June 30, 1988. (Incorporated by reference from the Partnership's Form 10-K for the fiscal year ended December 31, 1988.) (i) Eighth Amendment to the Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated December 31, 1988. (Incorporated by reference from the Partnership's Form 10-K for the fiscal year ended December 31, 1989.) (j) Tenth Amendment to the Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated March 19, 1990. (Incorporated by reference from the Partnership's Form 10-K for the fiscal year ended December 31, 1990.) (k) Eleventh Amendment to the Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated December 31, 1990. (Incorporated by reference from the Partnership's Form 10-K for the fiscal year ended December 31, 1990.) (l) Twelfth Amendment to the Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated September 30, 1991. (Incorporated by reference from the Partnership's Form 10-K for the fiscal year ended December 31, 1991.) (m) Thirteenth Amendment to the Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated December 31, 1991. (Incorporated by reference from the Partnership's Form 10-K for the fiscal year ended December 31, 1992.) (n) Fourteenth Amendment to the Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated March 31, 1992. (Incorporated by reference from the Partnership's Form 10-K for the fiscal year ended December 31, 1992.) (o) Fifteenth Amendment to the Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated June 30, 1992. (Incorporated by reference from the Partnership's Form 10-K for the fiscal year ended December 31, 1992.) (p) Sixteenth Amendment to the Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated November 23, 1992. (Incorporated by reference from the Partnership's Form 10-K for the fiscal year ended December 31, 1992.) (q) Seventeenth Amendment to the Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated April 22, 1993. (Incorporated by reference from the Partnership's Form 10-K for the fiscal year ended December 31, 1993.) (r) Eighteenth Amendment to the Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated September 30, 1993. (Incorporated by reference from the Partnership's Form 10-K for the fiscal year ended December 31, 1993.) (s) Nineteenth Amendment to the Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated December 31, 1993. (Incorporated by reference from the Partnership's Form 10-K for the fiscal year ended December 31, 1993.) (t) Twentieth Amendment to the Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated July 26, 1994. (Incorporated by reference from the Partnership's Form 10-K for the fiscal year ended December 31, 1994.) (u) Twenty First Amendment to the Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated January 18, 1995. (Incorporated by reference from the Partnership's Form 10-K for the fiscal year ended December 31, 1994.) (v) Twenty Second Amendment to the Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated July 26, 1995. (Incorporated by reference from the Partnership's Form 10-K for the fiscal year ended December 31, 1995.) (w) Twenty Third Amendment to the Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated January 17, 1996. (Incorporated by reference from the Partnership's Form 10-K for the fiscal year ended December 31, 1995.) (x) Twenty Fourth Amendment to the Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated April 30, 1996. (Incorporated by reference from the Partnership's Form 10-K for the fiscal year ended December 31, 1996.) (y) Twenty Fifth Amendment to the Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated September 30, 1996. (Incorporated by reference from the Partnership's Form 10-K for the fiscal year ended December 31, 1996.) (z) Twenty Sixth Amendment to the Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated January 15, 1997. (Incorporated by reference from the Partnership's Form 10-K for the fiscal year ended December 31, 1997. (aa) Twenty Seventh Amendment to the Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated May 10, 1997. (Incorporated by reference from the Partnership's Form 10-K for the fiscal year ended December 31, 1997.) (bb) Twenty Eighth Amendment to Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income V, dated January 30, 1998. (Incorporated by reference from the Partnership's Form 10-K for the fiscal year ended December 31, 1998.) (cc) Twenty Ninth Amendment to Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated July 27, 1998. (Incorporated by reference from the Partnership's Form 10-K for the fiscal year ended December 31, 1998.) (dd) Thirtieth Amendment to Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated December 22, 1998. (Incorporated by reference from the Partnership's Form 10-k for the fiscal year ended December 31, 1998.) 27 Financial Data Schedule 99 Limited Partners as of January 30, 1998 Limited Partners as of July 27, 1998 Limited Partners as of December 22, 1998 (b) Reports on Form 8-K There were no reports filed on Form 8-K during the quarter ended December 31, 1998. Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Southwest Royalties, Inc. Income Fund V, a Tennessee limited partnership By: Southwest Royalties, Inc., Managing General Partner By: /s/ H. H. Wommack, III ----------------------------- H. H. Wommack, III, President Date: March 31, 1999 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 Partnership and in the capacities and on the dates indicated. By: /s/ H. H. Wommack, III ----------------------------------- H. H. Wommack, III, Chairman of the Board, President, Chief Executive Officer, Treasurer and Director Date: March 31, 1999 By: /s/ H. Allen Corey ----------------------------- H. Allen Corey, Secretary and Director Date: March 31, 1999 Exhibit Index Item No. Description Page No. 14(a)(3) Exhibit 4(bb): Twenty Eighth Amendment to the 50 Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated January 30, 1998. Exhibit 4(cc): Twenty Ninth Amendment to the 52 Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated July 27, 1998. Exhibit 4(dd): Thirtieth Amendment to the 54 Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income Fund V, dated December 22, 1998. This Instrument Prepared By: J. Porter Durham, Jr. Baker, Donelson, Bearman & Caldwell 1800 Republic Centre 633 Chestnut Street Chattanooga, Tennessee 37450 TWENTY-EIGHTH AMENDMENT TO CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF SOUTHWEST ROYALTIES, INC. INCOME FUND V, A TENNESSEE LIMITED PARTNERSHIP Pursuant to the Tennessee Revised Uniform Limited Partnership Act, 62-2- 1204 of the Tennessee Code Annotated, and the provisions of the Tennessee Uniform Limited Partnership Act, being formerly 61-2-101, et seq. of the Tennessee Code Annotated, this Twenty Eighth Amendment (the "Amendment") to the Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income V is executed to be effective as of the 8th day of January, 1998, by and between H.H. WOMMACK, III, an individual ("General Partner"), SOUTHWEST ROYALTIES, INC. ("Managing General Partner") (the Managing General Partner and the General Partner, are hereinafter collectively referred to as "General Partners"), and the General Partners as attorney-in-fact for those persons and entities listed on Schedule 1 attached to this Amendment, whether existing or additional limited partners (collectively the "Limited Partners") and as attorney-in-fact for the Withdrawing Limited Partners, as defined hereinafter. WHEREAS, Southwest Royalties, Inc. Income V was organized as a Tennessee limited partnership pursuant to an Agreement of Limited Partnership, as amended from time to time, dated May 2, 1986 and recorded in Book 3197, Page 943 in the Register's Office of Hamilton County, Tennessee (the "Agreement"); and WHEREAS, the General Partners, Limited Partners and Withdrawing Limited Partners desire to amend the Agreement in the manner set forth herein; NOW, THEREFORE, for and in consideration of the mutual rights and obligations herein and other good and valuable consideration the receipt and legal sufficiency of which are acknowledged, the parties hereto agree as follows: 1. Schedule 1 to the Agreement is hereby deleted in its entirety and replaced by the Schedule 1 attached hereto. Those persons and entities which were formerly listed on Schedule 1 to the Agreement but which are not listed on the revised Schedule 1 attached hereto shall be defined collectively as the "Withdrawing Limited Partners." 2. Except as provided herein, the Agreement is hereby constituted and acknowledged as the controlling Agreement of Southwest Royalties, Inc. Income Fund V. IN WITNESS WHEREOF, the parties hereto acknowledge that they have executed this Amendment to the Agreement to be effective as of the date first above written. GENERAL PARTNERS: /s/ H. H. Wommack, III By: ----------------------------------- H. H. Wommack, III, General Partner By: SOUTHWEST ROYALTIES, INC. Managing General Partner /s/ H. H. Wommack, III By: ----------------------------------- H. H. Wommack, III, President LIMITED PARTNERS: By: General Partners, as attorneys-in-fact for the Limited Partners listed on Schedule 1 attached hereto and those Withdrawing Limited Partners removed from Schedule 1 under Powers of Attorney previously granted By: /s/ H. H. Wommack, III ----------------------------------- H. H. Wommack, III By: SOUTHWEST ROYALTIES, INC. Managing General Partner /s/ H. H. Wommack, III By: ----------------------------------- STATE OF TENNESSEE ) COUNTY OF HAMILTON ) Before me, Suetta M. Morgan, a Notary Public in and for the State and County aforesaid, personally appeared H.H. Wommack, III, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be the attorney-in- fact for the admitted and withdrawing Limited Partners and as president of Southwest Royalties, Inc. for itself and as attorney-in-fact for the admitted and withdrawing Limited Partners, and who further acknowledged that he is authorized by Southwest Royalties, Inc., the Limited Partners and the Withdrawing Limited Partners to execute this document on its and their behalf. Witness my hand and seal at office, on this the 30th day of January, 1998. /s/ Suetta M. Morgan ----------------------------------- Notary Public This Instrument Prepared By: J. Porter Durham, Jr. Baker, Donelson, Bearman & Caldwell 1800 Republic Centre 633 Chestnut Street Chattanooga, Tennessee 37450 TWENTY-NINTH AMENDMENT TO CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF SOUTHWEST ROYALTIES, INC. INCOME FUND V, A TENNESSEE LIMITED PARTNERSHIP Pursuant to the Tennessee Revised Uniform Limited Partnership Act, 62-2- 1204 of the Tennessee Code Annotated, and the provisions of the Tennessee Uniform Limited Partnership Act, being formerly 61-2-101, et seq. of the Tennessee Code Annotated, this Twenty Ninth Amendment (the "Amendment") to the Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income V is executed to be effective as of the 10th day of July, 1998, by and between H.H. WOMMACK, III, an individual ("General Partner"), SOUTHWEST ROYALTIES, INC. ("Managing General Partner") (the Managing General Partner and the General Partner, are hereinafter collectively referred to as "General Partners"), and the General Partners as attorney-in-fact for those persons and entities listed on Schedule 1 attached to this Amendment, whether existing or additional limited partners (collectively the "Limited Partners") and as attorney-in-fact for the Withdrawing Limited Partners, as defined hereinafter. WHEREAS, Southwest Royalties, Inc. Income V was organized as a Tennessee limited partnership pursuant to an Agreement of Limited Partnership, as amended from time to time, dated May 2, 1986 and recorded in Book 3197, Page 943 in the Register's Office of Hamilton County, Tennessee (the "Agreement"); and WHEREAS, the General Partners, Limited Partners and Withdrawing Limited Partners desire to amend the Agreement in the manner set forth herein; NOW, THEREFORE, for and in consideration of the mutual rights and obligations herein and other good and valuable consideration the receipt and legal sufficiency of which are acknowledged, the parties hereto agree as follows: 1. Schedule 1 to the Agreement is hereby deleted in its entirety and replaced by the Schedule 1 attached hereto. Those persons and entities which were formerly listed on Schedule 1 to the Agreement but which are not listed on the revised Schedule 1 attached hereto shall be defined collectively as the "Withdrawing Limited Partners." 2. Except as provided herein, the Agreement is hereby constituted and acknowledged as the controlling Agreement of Southwest Royalties, Inc. Income Fund V. IN WITNESS WHEREOF, the parties hereto acknowledge that they have executed this Amendment to the Agreement to be effective as of the date first above written. GENERAL PARTNERS: /s/ H. H. Wommack, III By: ----------------------------------- H. H. Wommack, III, General Partner By: SOUTHWEST ROYALTIES, INC. Managing General Partner /s/ H. H. Wommack, III By: ----------------------------------- H. H. Wommack, III, President LIMITED PARTNERS: By: General Partners, as attorneys-in-fact for the Limited Partners listed on Schedule 1 attached hereto and those Withdrawing Limited Partners removed from Schedule 1 under Powers of Attorney previously granted By: /s/ H. H. Wommack, III ----------------------------------- H. H. Wommack, III By: SOUTHWEST ROYALTIES, INC. Managing General Partner /s/ H. H. Wommack, III By: ----------------------------------- STATE OF TENNESSEE ) COUNTY OF HAMILTON ) Before me, Suetta M. Morgan, a Notary Public in and for the State and County aforesaid, personally appeared H.H. Wommack, III, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be the attorney-in- fact for the admitted and withdrawing Limited Partners and as president of Southwest Royalties, Inc. for itself and as attorney-in-fact for the admitted and withdrawing Limited Partners, and who further acknowledged that he is authorized by Southwest Royalties, Inc., the Limited Partners and the Withdrawing Limited Partners to execute this document on its and their behalf. Witness my hand and seal at office, on this the 27th day of July, 1998. /s/ Suetta M. Morgan ----------------------------------- Notary Public This Instrument Prepared By: J. Porter Durham, Jr. Baker, Donelson, Bearman & Caldwell 1800 Republic Centre 633 Chestnut Street Chattanooga, Tennessee 37450 THIRTIETH AMENDMENT TO CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF SOUTHWEST ROYALTIES, INC. INCOME FUND V, A TENNESSEE LIMITED PARTNERSHIP Pursuant to the Tennessee Revised Uniform Limited Partnership Act, 62-2- 1204 of the Tennessee Code Annotated, and the provisions of the Tennessee Uniform Limited Partnership Act, being formerly 61-2-101, et seq. of the Tennessee Code Annotated, this Thirtieth Amendment (the "Amendment") to the Certificate and Agreement of Limited Partnership of Southwest Royalties, Inc. Income V is executed to be effective as of the 30th day of September, 1998, by and between H.H. WOMMACK, III, an individual ("General Partner"), SOUTHWEST ROYALTIES, INC. ("Managing General Partner") (the Managing General Partner and the General Partner, are hereinafter collectively referred to as "General Partners"), and the General Partners as attorney-in- fact for those persons and entities listed on Schedule 1 attached to this Amendment, whether existing or additional limited partners (collectively the "Limited Partners") and as attorney-in-fact for the Withdrawing Limited Partners, as defined hereinafter. WHEREAS, Southwest Royalties, Inc. Income V was organized as a Tennessee limited partnership pursuant to an Agreement of Limited Partnership, as amended from time to time, dated May 2, 1986 and recorded in Book 3197, Page 943 in the Register's Office of Hamilton County, Tennessee (the "Agreement"); and WHEREAS, the General Partners, Limited Partners and Withdrawing Limited Partners desire to amend the Agreement in the manner set forth herein; NOW, THEREFORE, for and in consideration of the mutual rights and obligations herein and other good and valuable consideration the receipt and legal sufficiency of which are acknowledged, the parties hereto agree as follows: 1. Schedule 1 to the Agreement is hereby deleted in its entirety and replaced by the Schedule 1 attached hereto. Those persons and entities which were formerly listed on Schedule 1 to the Agreement but which are not listed on the revised Schedule 1 attached hereto shall be defined collectively as the "Withdrawing Limited Partners." 2. Except as provided herein, the Agreement is hereby constituted and acknowledged as the controlling Agreement of Southwest Royalties, Inc. Income Fund V. IN WITNESS WHEREOF, the parties hereto acknowledge that they have executed this Amendment to the Agreement to be effective as of the date first above written. GENERAL PARTNERS: /s/ H. H. Wommack, III By: ----------------------------------- H. H. Wommack, III, General Partner By: SOUTHWEST ROYALTIES, INC. Managing General Partner /s/ H. H. Wommack, III By: ----------------------------------- H. H. Wommack, III, President LIMITED PARTNERS: By: General Partners, as attorneys-in-fact for the Limited Partners listed on Schedule 1 attached hereto and those Withdrawing Limited Partners removed from Schedule 1 under Powers of Attorney previously granted By: /s/ H. H. Wommack, III ----------------------------------- H. H. Wommack, III By: SOUTHWEST ROYALTIES, INC. Managing General Partner /s/ H. H. Wommack, III By: ----------------------------------- STATE OF TENNESSEE ) COUNTY OF HAMILTON ) Before me, Suetta M. Morgan, a Notary Public in and for the State and County aforesaid, personally appeared H.H. Wommack, III, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be the attorney-in- fact for the admitted and withdrawing Limited Partners and as president of Southwest Royalties, Inc. for itself and as attorney-in-fact for the admitted and withdrawing Limited Partners, and who further acknowledged that he is authorized by Southwest Royalties, Inc., the Limited Partners and the Withdrawing Limited Partners to execute this document on its and their behalf. Witness my hand and seal at office, on this the 22nd day of December, 1998. /s/ Suetta M. Morgan ----------------------------------- Notary Public AMENDMENTS FOLLOW AS EX-99 EX-27 2
5 This schedule contains summary financial information extracted from the Balance Sheet at December 31, 1998 and the Statement of Operations for the Year Ended December 31, 1998 and is qualified in its entirety by reference to such financial statements. YEAR DEC-31-1998 DEC-31-1998 12,785 0 7,961 0 0 20,746 6,159,438 5,706,800 473,384 196 0 0 0 0 473,188 473,384 122,808 123,887 0 0 847,929 0 0 (724,042) 0 (724,042) 0 0 0 (724,042) (86.90) (86.90)
EX-99 3 RUN DATE: Monday March 15,1999 2:14 PM PAGE 1 SWR INCOME FUND V I N V E S T O R L I S T I N G B Y P A R T N E R S H I P As of 12/22/98 For Investors: ALL -------INVESTOR---------------------- UNITS INVESTMENT NUMBER NAME/ADDRESS BOUGHT AMOUNT AA590 John R. Aamodt IRA 2.0000 2,000.00 5 Dover Circle Franklin, MA 02038-1560 AD111 Irene Russell Adams IRA 2.0000 2,000.00 4337 Lake Laurel Drive Smyrna, GA 30082 AG430 Robert C. Agin IRA 15.0000 15,000.00 2388 Cherry Spring Cove Cordova, TN 38018 AH270 Ahearn, Campbell, & Hughes Inc 6.0000 6,000.00 Employees PSP c/o ACH Pension Consultants 5524 E. 4th Street Tucson, AZ 85711-1445 AK430 Jackson Akimoto 5.0000 5,000.00 1202 E. Pike Unit #610 Seattle, WA 98122 AK430 Jackson Akimoto 5.0000 5,000.00 1202 E. Pike Unit #610 Seattle, WA 98122 AL570 Maxine Y. Allen IRA 5.0000 5,000.00 10654 Forest Avenue South Seattle, WA 98178 AL571 J. Norris Allen 35.0000 35,000.00 3400 Knollwood Court Buford, GA 30518 AL573 Leroy Allen, M.D. 34.0000 34,000.00 1603 Ridge Road Raleigh, NC 27607 AL57U George W. or Bonnie L. Allis 27.0000 27,000.00 2615 Ross Lane Eugene, OR 97404 AM112 N. J. Amar, M.D. IRA 15.0000 15,000.00 813 Forest Oaks Circle Waco, TX 76712 AM210 Cecilia Luz Ambrosia 3.0000 3,000.00 Erlinda B. Corpuz-Ambrosia Custodian 300 Hospital Dr. Spencer, WV 25276 AM236 Robert O. Hoover & Alex Gaynes 60.0000 60,000.00 TTEES for AMCEP, Inc. Profit Sharing Plan and Trust 4484 E. Tennessee St. Tucson, AZ 85714 AM632 The Jerry L. Amo Family Trust 25.0000 25,000.00 dated 9/21/87 Jerry L. & Shirley A. Amo Trustees 43 Calle Lista Rancho Mirage, CA 92270 AM636 Nancy M. Amos IRA 2.5000 2,500.00 604 Emerywood Drive High Point, NC 27262 AN112 Virender Anand, M.D. 10.0000 10,000.00 P. O. Box 130 Hohenwald, TN 38462 AN25S Donald W. Anderson IRA 4.0000 4,000.00 Star Route 3 Ripley, WV 25271 AN268 Valerie V. Andrews 15.0000 15,000.00 P. O. Box 11086 Aspen, CO 81612-9659 AN26G Janet D. Andrews IRA 2.0000 2,000.00 2065 Towne Manor Drive Kennesaw, GA 30144-2982 AN392 Theodore Angerson IRA 6.0000 6,000.00 3730 Lillo St. Las Vegas, NV 89103 AN793 Caroline B. Ansbacher IRA 2.5000 2,500.00 1132 W. Davis Street Burlington, NC 27215 AP732 Robert W. Applegate IRA 2.0000 2,000.00 1627 Buckman Springs Road Campo, CA 91906 AP734 Aiken Gump Struss Hauer 2.0000 2,000.00 FBO Richard Appel 1333 New Hampshire Avenue Washington, DC 20036 AR451 Valentina Arias 1.0600 1,060.55 10019 Chadsey Dr. Whittier, CA 90603 AR592 Charliene Armstrong 5.0000 5,000.00 7 Foxhill Close Nashville, TN 37215 AR594 Philip S. Armstrong 3.0000 3,000.00 7 Foxhill Close Nashville, TN 37215 AR595 Philip Armstrong III 5.0000 5,000.00 #7 Foxhill Close Nashville, TN 37215 AR632 Roberta F. Aronson IRA 2.5000 2,500.00 1580 Sandpoint Dr. Roswell, GA 30075 AR636 Robert A. Aronson IRA 2.5000 2,500.00 1580 Sandpoint Drive Roswell, GA 30075 AR760 Linda J. Arrington IRA 3.0000 3,000.00 3508 Talwyn Court Charlotte, NC 28269-8678 AR802 James A. Arthur IRA 5.0000 5,000.00 5315 N. W. Burr Oak Johnston, IA 50131 AS251 Blanche E. Van Asdale 10.0000 10,000.00 4504 Magnolia Cove E. Diberville, MS 39532 AS405 George Ashkar IRA 3.5000 3,500.00 4112 N. 27th St. Arlington, VA 22207 AS530 Charles D. Askew IRA 2.5000 2,500.00 1420 Plymouth Drive Brentwood, TN 37027-6910 AS730 Sandra Aspromonte IRA 2.0000 2,000.00 9200 Cherry Creek So Drive #10 Denver, CO 80231-4018 AU575 David E. Ault IRA 3.5000 3,500.00 1708 Nesbit Road Nesbit, MS 38651 AU576 Gerald W. Ault II 75.0000 75,000.00 P. O. Box 182020 Memphis, TN 38181 AU577 Gerald W. Ault II IRA 20.0000 20,000.00 P. O. Box 182020 Memphis, TN 38181 AU787 First Trust Corp. 2.0000 2,000.00 FBO Edwin D. Austin IRA a/c #279823 P. O. BOX 173301 Denver, CO 80217-3301 AY571 Cecilia & Stephen Aylor 5.0000 5,000.00 Trustees, Cecilia Lewis Aylor Revocable Trust u/a/d 11/30/94 2810 University Terrace NW Washington, DC 20016 BA110 Rev James & Helen Baar 6.0000 6,000.00 146 Lakeview Holland, MI 49424 BA212 N. S. Babu M.D. IRA 7.5000 7,500.00 1232 Vintage Place Nashville, TN 37215 BA212 N. S. Babu M.D. IRA 15.0000 15,000.00 1232 Vintage Place Nashville, TN 37215 BA250 R. John Badger, Jr. IRA 2.0000 2,000.00 1516 Germania Dr. Des Moines, IA 50311 BA392 William R Bagwell Family Trust 16.0000 16,000.00 J. Gary Ciccone and Jill C. Bagwell Trustees 2510 Raeford Fayetteville, NC 28305 BA393 Hanna R. Bagwell 25.0000 25,000.00 1215 Summit Ave. Washington, NC 27889 BA435 Stephen L. Baird 3.0000 3,000.00 4863 Rhea Rd. Wichita Falls, TX 76308 BA614 Sam L. Banks 8.0000 8,000.00 Chattanooga Skin & Cancer Voluntary Employee Contrib TR 300 Windmere Drive Chattanooga, TN 37411 BA61G Aileen L. Banks IRA 2.5000 2,500.00 300 Windmere Drive Chattanooga, TN 37411 BA61H Sandra K. Banks IRA 2.5000 2,500.00 300 Windmere Drive Chattanooga, TN 37411 BA61I Dana B. Banks IRA 2.5000 2,500.00 300 Windmere Drive Chattanooga, TN 37411 BA61J Samuel L. Banks IRA 2.5000 2,500.00 300 Windmere Drive Chattanooga, TN 37411 BA61P Esther M. Banks 10.0000 10,000.00 4445 Hastings Drive Boulder, CO 80303 BA61Q Granger T. Banks 10.0000 10,000.00 3232 Redstone Lane Boulder, CO 80303 BA763 Stanley L. Barr 5.0000 5,000.00 555 Westmont #151 San Luis Obispo, CA 93401 BA767 James Bartolini IRA 2.0000 2,000.00 47 Wood Pond Road Glastonbury, CT 06033 BA775 Mrs. D. W. Bartlett 10.0000 10,000.00 3725 Austin Avenue Waco, TX 76710 BA781 Robert J.H. Badger 15.0000 15,000.00 1516 Germania Drive Des Moines, IA 50311 BA81H Boyd C. Batchelor IRA 6.0000 6,000.00 24 Northampton Huntsville, AL 35801 BA841 Lonnie C. Baugh IRA 4.0000 4,000.00 P. O. Box 703 Vian, OK 74962-0703 BE112 Norma J. Bean IRA 2.5000 2,500.00 4936 Streamside Drive McLeansville, NC 27301 BE115 Jack E. & Jean J. Beard 10.0000 10,000.00 1612 Falmouth Avenue Deltona, FL 32725 BE234 Gary Becker, M.D. 7.0000 7,000.00 2200 N. 25th St. Waco, TX 76708 BE57F Christopher M. Bell M.D. IRA 9.0000 9,000.00 44 Hayes Street Suite 201 Crossville, TN 38555 BE610 Robert V. Beneda IRA 3.0000 3,000.00 4433 Huntshire Dr. Stone Mountain, GA 30083 BE613 Bessie P. Bennett 10.0000 10,000.00 Rt 1 Box 52 Leland, MS 38756 BE61Y Jessica C. Bensinger Living 3.0000 3,000.00 Trust dated December 15, 1995 Jessica C. Bensinger Trustee 955 Green Oaks Drive Memphis, TN 38117 BE621 June Bennett 10.0000 10,000.00 131 Waring Road Memphis, TN 38117 BE621 June Bennett 10.0000 10,000.00 131 Waring Road Memphis, TN 38117 BE750 Berry Hill Animal Clinic PSP 2.5000 2,500.00 638 Gleneagle Lane Franklin, TN 37067-4472 BE759 Ellen K. Berkowitz IRA 2.0000 2,000.00 320 Cortez Street Tallahassee, FL 32303-5624 BI571 Donna Billington IRA 2.0000 2,000.00 2124 Inverness Drive Henderson, NV 89014 BI786 Eustace E. Bishop, Jr. 30.0000 30,000.00 P. O. Box 1326 Dothan, AL 36302 BI788 Davis Newton Bishop 6.0000 6,000.00 Sandra S. Bishop Custodian 3106 Fox Ridge Dothan, AL 36303 BI789 Harrison Kimbrough Bishop 6.0000 6,000.00 Sandra S. Bishop Custodian 3106 Fox Ridge Dothan, AL 36303 BI798 Harry R. Bissinger, Jr. IRA 2.0000 2,000.00 5174 LuPine Lane Acworth, GA 30101-6964 BI79I William Graham Bishop 6.0000 6,000.00 229 Lake Ruby Suwane, GA 30174 BL106 Linda T. Blanks RD 4.0000 4,000.00 5304 Stallworth Drive Nashville, TN 37220 BL110 Erna N. Blatt 7.5000 7,500.00 12800 Marion Lane #202W Minnetonka, MN 55305 BL122 Virginia R. Blake, Trustee 4.0000 4,000.00 FBO Virginia R. Blake Revocable Trust 4414 Oakcliffe Road Greensboro, NC 27406 BL12H Carla Blankinship IRA 50.0000 50,000.00 292 Boone Road Newman, GA 30263-3701 BL850 Mark A. Blumenfeld IRA 7.0000 7,000.00 24 Ice Pond Road Granby, CT 06035-2626 BO230 Thomas M. Bock 3.0000 3,000.00 633 N. Ridge Holland, MI 49423 BO278 John C. Boersema 4.0000 4,000.00 2460 Lakeshore Drive Holland, MI 49424 BO412 Jules Bohnn 100.0000 100,000.00 1215 Barkdull Street Houston, TX 77006 BO611 Lloyd & Beverly Bond 2.5000 2,500.00 1637 Oak Street Eugene, OR 97401 BO617 Melvin & Elizabeth Bond 2.5000 2,500.00 Trustees FBO Melvin G. and Elizabeth Bond Revocable Living Trust u/a/d 5/6/91 3065 N. W. Autumn Street Corvallis, OR 97330 BO620 Philip H. Bonardi IRA 3.0000 3,000.00 16031 North Point Road Huntersville, NC 28078 BO633 Robert & Sandra Boothe 10.0000 10,000.00 205 Wildwood Trace Hattiesburg, MS 39402 BO799 James Boswood IRA 2.0000 2,000.00 2710 Salmon Court North Pole, AK 99705-7308 BO816 John T. Bottom 2.5000 2,500.00 980 B Avenue Lake Oswego, OR 97034 BO817 John T. Bottom IRA 2.5000 2,500.00 980 B Avenue Lake Oswego, OR 97034 BO964 Elizabeth C. Bowman IRA 3.0000 3,000.00 15-129th Avenue S.E. Bellvue, WA 98005 BO964 Elizabeth C. Bowman IRA 3.0000 3,000.00 15-129th Avenue S.E. Bellvue, WA 98005 BO96G William B. Bowman IRA 4.0000 4,000.00 2356 Rosewood Ave. Winston Salem, NC 27103 BO98C James W. Boyd 5.0000 5,000.00 11545 Falling Leaves Drive Charlotte, NC 28277-9129 BR104 Robert Branberg 8.0000 8,000.00 732 N. 77th Street Seattle, WA 98103 BR11R Nancy E. Wood IRA 2.0000 2,000.00 5704 North "E" Street San Bernardino, CA 92407 BR12A Duane Bratten IRA 2.0000 2,000.00 P. O. Box 74651 Fairbanks, AK 99707 BR175 William H. Brown 25.0000 25,000.00 5118 Corners Dr. Dunwoody, GA 30338 BR27B Gerard J. Brett IRA 2.5000 2,500.00 8868 Eatonwick Fairway Cordova, TN 38018 BR429 John E. Bridges 3.0000 3,000.00 5669 Redcoat Run Stone Mountain, GA 30087 BR639 A. Brent & Salley M. Brower 8.0000 8,000.00 511 Spaulding Lake Drive Greenville, SC 29615 BR63A Pamela J. Brooks 35.0000 35,000.00 3321 O'Hara Drive SW Huntsville, AL 35801 BR640 Dale & Anne Brown 4.0000 4,000.00 9001 Bingham St. Zeeland, MI 49464 BR65H William Brown IRA 2.0000 2,000.00 5118 Corners Drive Dunwoody, GA 30338 BR980 James W. Bryant IRA 2.5000 2,500.00 881 S. Perkins Memphis, TN 38117 BR981 Patricia H. Bryant IRA 2.5000 2,500.00 881 S. Perkins Memphis, TN 38117 BR990 Bryant & Humphreys Family PST 5.0000 5,000.00 Practice FBO Robert Humphreys 5220 Park Avenue Suite 100 Memphis, TN 38119 BR996 Bryant Medical Services PC 4.0000 4,000.00 Employee's PST FBO James W. Bryant,M.D. 5220 Park Ave Suite 100 Memphis, TN 38119 BR997 Bryant Medical Service P.C. 9.0000 9,000.00 Employee's Money Purchase FBO James Bryant,M.D. 5220 Park Avenue Suite 100 Memphis, TN 38119 BR998 Bryant & Humphreys Family 3.0000 3,000.00 Employee Money Purchase FBO James Bryant, M.D. 5220 Park Avenue Suite 100 Memphis, TN 38119 BR999 Bryant & Humphreys Family Prac 5.0000 5,000.00 Profit Sharing Plan FBO James Bryant 5220 Park Avenue Suite 100 Memphis, TN 38119 BU230 Alison R. Buckley IRA 2.0000 2,000.00 8726 W. Iliff Avenue Lakewood, CO 80227 BU233 Walter G. Buckley IRA 2.0000 2,000.00 8726 W. Iliff Avenue Lakewood, CO 80227 BU234 Walter G. Buckley IRA 2.0000 2,000.00 8726 W. Iliff Avenue Lakewood, CO 80227 BU235 Mark L. Buchly IRA 7.0000 7,000.00 440 Springvale Road Great Falls, VA 22066 BU23F Katherine S. Bucher Trustee 18.0000 18,000.00 FBO George C. Bucher Trust dated 8-14-89 132 E. Pasco Lane Cocoa Beach, FL 32931 BU610 Julia H. Beasley 3.0000 3,000.00 135 Rainbow Place Lavergne, TN 37086 BU750 Patricia K. Burda 3.0000 3,000.00 12220 6th Ave. N.W. Seattle, WA 98177 BU767 James C. Burroughs 5.0000 5,000.00 4617 Robinwood Dr. Waco, TX 76708 BU76D Michael Burky MMPP 3.0000 3,000.00 4521 Edgemere Terrace Marietta, GA 30062-5779 BU76N Norwest Bank Texas, Waco, N.A. 7.5000 7,500.00 FBO Edward B. Burleson Trust P. O. Box 2626 Waco, TX 76702-2626 BU76O Norwest Bank Texas, Waco, N.A. 7.5000 7,500.00 FBO Maurine Burleson Trust P. O. Box 2626 Waco, TX 76702-2626 BY828 Jimmy Bytel 12.5400 12,538.45 1304 West Whittier Blvd. Montebello, CA 90640 CA589 William W. Campbell 20.0000 20,000.00 4608 Joseph Hoskins Rd. Summerfield, NC 27358 CA740 Thelma H. Burruss Trustee 5.0000 5,000.00 FBO Margaret B. Caplan u/a/d 1-11-89 5540 Tamberland Circle #113 Palm Beach Gardens, FL 33418 CA757 Charles Cardany IRA 2.0000 2,000.00 5530 Wisconsin Avenue #1150 Chevy Chase, MD 20815 CA761 Anthony B. & Deann D. Carroll 3.0000 3,000.00 1515 Coral Ave. Vero Beach, FL 32963 CA767 Larry & Cynthia Carruth 10.0000 10,000.00 3 Windwood Cove Jackson, TN 38305 CA775 Robert W. Carter IRA 10.0000 10,000.00 1347 Weymouth Lane Charlotte, NC 28270 CA790 Randolph & Patricia Cason 3.0000 3,000.00 Rt. 9 #4 Dronfield Ct. Greenville, SC 29609 CE612 Central Texas Data Corp. 10.0000 10,000.00 c/o Doug Birdsong 1706 Washington Waco, TX 76701 CH111 Paul J. Charette 4.0000 4,000.00 8837 E. Windflower Drive Tucson, AZ 85715 CH113 Chattanooga Orthorpedic Clinic 30.0000 30,000.00 725 Glenwood Dr. #E-580 Memorial Medical Bldg Chattanooga, TN 37404 CH114 Mark P. Charette IRA 2.0000 2,000.00 97 Chapman Glastonbury, CT 06033 CH12B Gerry M. Chambers IRA 3.0000 3,000.00 9251 39th South Seattle, WA 98118 CH269 Eric D. Cheek IRA 5.0000 5,000.00 2205 New Garden Rd. Apt #3410 Greensboro, NC 27407 CH767 David R. Christensen IRA 2.0000 2,000.00 7 Homestead Rd. West Stimsbury, CT 06092 CH768 Patricia A. Christensen IRA 2.0000 2,000.00 82 Penny Lane Newnan, GA 30265 CH769 Carl W. Christensen IRA 10.0000 10,000.00 82 Penny Lane Newnan, GA 30263 CL105 Billy M. Clark 20.0000 20,000.00 P. O. Box 211925 Augusta, GA 30717-1925 CL111 Terri R. Clark IRA 3.0000 3,000.00 24512 S.E. 387th Enumclaw, WA 98022-6897 CO210 Ralph L. Coble IRA 20.0000 20,000.00 4105 Old Julian Rd. Julian, NC 27283 CO23E William J. Cochran, Jr. IRA 2.0000 2,000.00 220 Maplewood Road Riverside, IL 60546 CO41B Roy W. Cohn IRA 2.5000 2,500.00 2406 Watrous Avenue Tampa, FL 33629 CO530 Homer C. & Cynthia C. Coker 5.0000 5,000.00 2613 Cambridge Rd. Burlington, NC 27215 CO567 August Rath Colachis IRA 5.0000 5,000.00 533 Coast Blvd South La Jolla, CA 92037 CO570 John R. Collins, M.D. 20.0000 20,000.00 407 Georgia Avenue Signal Mountain, TN 37377 CO571 Larry L. Cole 10.0000 10,000.00 P. O. Box 794 Hillsboro, TX 76645 CO577 Bruce L. Coleman 3.0000 3,000.00 49 Crossgate Drive Brandon, MS 39042 CO57Y Helene A. Cole 1992 Trust 5.0000 5,000.00 dtd 3/18/92 Helen A Cole TTEE 2901 Linkview Drive Las Vegas, NV 89134 CO57Z Lucille R. Cole 2.5000 2,500.00 312 W. Illinois Street Bellingham, WA 98225-1820 CO615 George R. & Evann Conrad 25.0000 25,000.00 1123 Breckenridge Lane Alpharetta, GA 30202 CO620 Roy Contreras IRA 2.0000 2,000.00 1720 W. Placita Caracol Tucson, AZ 85715 CO624 Joel M. Cook DPM 20.0000 20,000.00 Profit Sharing Plan 3804 Elvis Presley Blvd Memphis, TN 38116 CO635 William E. Cooper, Jr. 20.0000 20,000.00 4925 Old Creek Drive Sarasota, FL 34233 CO63R William Cooper, CFP 7.0000 7,000.00 206 C Park Lane Austin, TX 78704 CO676 Cook, Maner & Williams,MD P.A. 30.0000 30,000.00 Employees Pension Plan 801 E. 6th Street, Suite 504 Panama City, FL 32401 CO757 W. Lee Corbett KEOGH 5.0000 5,000.00 c/o W. Lee Corbett & Assoc. Ste 1050 American Center 3100 W. End Avenue Nashville, TN 37203 CO765 Mr. & Mrs. Joseph Cortopassi 5.0000 5,000.00 31871 Corte Positas Temecula, CA 92592-6481 CO766 J. Andy Corley 3.0000 3,000.00 27112 Hidden Trail Laguna Hills, CA 92653 CO811 Mary Geniece Cotte IRA 2.0000 2,000.00 8012 Martingale Lane Las Vegas, NV 89123 CO988 Joseph F. Coyles IRA 2.5000 2,500.00 910 Meade Greensboro, NC 27410 CR100 Raymond & Martha Crace 25.0000 25,000.00 6401 Stargate Lane Charlotte, NC 28269-0802 CR105 Curtis K. Cragg IRA 2.0000 2,000.00 4869 S. Bradley Road #B12 Santa Maria, CA 93455-5076 CR106 Linda Craig Kennedy 25.0000 25,000.00 130 York Haven Drive Collierville, TN 38017 CR11B John D. Cranwell IRA 2.5000 2,500.00 2339 McCallie Avenue #300 Chattanooga, TN 37404 CR11G Clyde E. Cramer IRA 4.0000 4,000.00 23919 127th Avenue N.E. Arlington, WA 98223-8223 CR122 Jacqueline Crawford 6.0000 6,000.00 800 Wooded Crest Waco, TX 76710 CR269 Terry W. Crews IRA 3.0000 3,000.00 109 Crescent View Drive Ennis, TX 75119 CR630 Joan Ellen Smith Crotty IRA 2.5000 2,500.00 681 Quaterstaff Rd. Winston-Salem, NC 27104 CR631 Rosalie & James Crofoot, Jr. 5.0000 5,000.00 223 Superior Wayland, MI 49348 CU76B Stacey L. Curtis IRA 2.0000 2,000.00 6131 Waverly Avenue La Jolla, CA 92037 CU790 Samuel T. Cuscovitch IRA 2.0000 2,000.00 147 Oakwood Dr. Coventry, CT 06238 CU980 Cuyler & Associates, Inc. 3.0000 3,000.00 401(k) Plan Virginia L. Cuyler, Trustee 7373 E. Doubletree Ranch Rd Suite 230 Scottsdale, AZ 85258 CU980 Cuyler & Associates, Inc. 2.0000 2,000.00 401(k) Plan Virginia L. Cuyler, Trustee 7373 E. Doubletree Ranch Rd Suite 230 Scottsdale, AZ 85258 CV272 Gloria Cvelbar IRA 2.0000 2,000.00 2350 Mauritania Drive Punta Gorda, FL 33983 CY250 Alice M. Cydell IRA 6.0000 6,000.00 4346 Caminito Pintoresco San Diego, CA 92108 DA210 Mousa I. Dababnah 10.0000 10,000.00 P. O. Box 247 Beaver, WV 25813 DA611 Gordon Danielson IRA 12.0000 12,000.00 P. O. Box 186 Kanorado, KS 67741-0186 DA980 Bruce E. & Mary L. Day 14.0000 14,000.00 193 Goldfinch Lane Clearwater, MN 55320 DE11O Maxine L. de Beck IRA 10.0000 10,000.00 4845 Gardena Avenue San Diego, CA 92110 DE250 David A. & Rosemary Dederichs 10.0000 10,000.00 6312 Tingdale Ave. Edina, MN 55435 DE251 Franklin Dedmon 7.0000 7,000.00 P. O. Box 266 Milan, TN 38358 DE254 John Dedmon 50.0000 50,000.00 22 O'Kenna Dr. Jackson, TN 38305 DE258 Franklin Dedmon IRA 2.5000 2,500.00 P. O. Box 266 Milan, TN 38358 DE258 Franklin Dedmon IRA 7.0000 7,000.00 P. O. Box 266 Milan, TN 38358 DE259 George A. Dedmon IRA 93.0000 93,000.00 8029 Stinson Street Milan, TN 38358 DE25A John Dedmon IRA 2.5000 2,500.00 P. O. Box 30 Milan, TN 38358 DE610 Marilyn & William Denison 5.0000 5,000.00 12838 Richards Overland Park, KS 66213 DE795 Gary Deskin IRA 2.5000 2,500.00 2422 Emerald Drive Jonesboro, GA 30236 DE797 Lou Ella Deskin IRA 2.5000 2,500.00 2422 Emerald Drive Jonesboro, GA 30236 DE953 Rex DeWeese 3.0000 3,000.00 P.O. Box 16 Yorba Linda, CA 92686 DE954 Resources Trust Co. 2.0000 2,000.00 FBO Gloria DeVore IRA # I ###-##-#### P. O. Box 5900 Denver, CO 80217-5900 DE960 The DeWeese Revocable Living 20.0000 20,000.00 Trust, Samuel or Maybelle Deweese Trustees P. O. Box 16 Yorba Linda, CA 92686 DI574 John P. Dillow 50.0000 50,000.00 6500 Calender Road Arlington, TX 76001 DI615 Raymond DiPhillips IRA 14.0000 14,000.00 1710 Lamont Street N.W. Washington, DC 20010 DO616 L.L. Done Realty Consultant 15.1200 15,120.00 Profit Sharing Plan Lyra L. Done, Trustee 1554 West Carmel Pointe Drive Tucson, AZ 85737-7098 DO616 L.L. Done Realty Consultant 5.0000 5,000.00 Profit Sharing Plan Lyra L. Done, Trustee 1554 West Carmel Pointe Drive Tucson, AZ 85737-7098 DO619 Thomas Donald IRA 2.0000 2,000.00 3586 Audobon Street Las Vegas, NV 89147 DO633 Anna Lisa Doodeheefuer IRA 2.5000 2,500.00 3826 Durness Houston, TX 77025 DO755 Joann D. Donn IRA 2.5000 2,500.00 3908 Collander Drive Durham, NC 27707 DO756 Karl H. Donn IRA 2.5000 2,500.00 3908 Collander Drive Durham, NC 27707 DO760 Jennifer Doran 9.0000 9,000.00 9400 E. Iliff Ave., #354 Denver, CO 80231-3490 DO858 Kathleen Douglass 2.0000 2,000.00 P. O. Box 956 Kotzebue, AK 99752 DO962 Kate A. Dowlen IRA 2.5000 2,500.00 4111 Ivory Avenue Signal Mountain, TN 37377 DO966 C. P. Downing 100.0000 100,000.00 5301 Links Drive Waco, TX 76708 DR435 Douglas Driver 3.0000 3,000.00 107 Forrest Park Drive Smyrna, TN 37167-4912 DU371 Kathleen A. Duff IRA 2.0000 2,000.00 8776 E. Shea Blvd. B-3A-194 Scottsdale, AZ 85260 DU607 Ann E. Duncan 5.0000 5,000.00 282 Goodwyn Street Memphis, TN 38111-3518 DU608 Elizabeth Duncan Ferguson 6.0000 6,000.00 2970 Woodforest Road Marietta, GA 30066 DU609 James H. Dunn 20.0000 20,000.00 1731 Sirrine Drive Santa Ana, CA 92705 DU610 Linda K. Dunnaway 12.0000 12,000.00 104 East Monticello #10 Brookhaven, MS 39601 EA790 Will W. Eason III IRA 2.5000 2,500.00 713 Nichole Lane Rocky Mount, NC 27804 EA812 Thomas E. Eaton IRA 5.0000 5,000.00 3 Snowstar Lane Sandy, UT 84092 ED950 Catherine M. Edwards IRA 2.0000 2,000.00 2626 NW 7th Rd Gainesville, FL 32607-2615 EL400 Elizabeth II Trust 30.0000 30,000.00 David McMillian TTEE 115 28th Avenue North Nashville, TN 37203 EL575 Donald L. Ellis IRA 2.5000 2,500.00 5362 Southwood Drive Memphis, TN 38120-1904 EL57S Stephen L. Ellison IRA 4.0000 4,000.00 2612 Baytree Drive Greensboro, NC 27405 EM273 Lucian Franklin Emerson IRA 2.5000 2,500.00 P. O. Box 150833 Nashville, TN 37215-0833 ER212 E. Alan Erb IRA 6.0000 6,000.00 3213 F. Postwoods Drive , N.W. Atlanta, GA 30339 ER633 Judy P. Eron IRA 2.5000 2,500.00 190 Norfolk Street Apt #6 New York, NY 10002 EU209 Jackson & Patricia Eubank 10.0000 10,000.00 4804 Leeds Court Dunwoody, GA 30338 FA427 Helen W. Fair IRA 2.0000 2,000.00 5500 East Vassar Avenue Denver, CO 80222-6240 FE270 Ronald L. Feenstra 3.0000 3,000.00 1009 Walton Road Franklin, TN 37069 FE769 Herman L. Ferrell 3.0000 3,000.00 c/o Sharon Ferrell 608 Darlington Place Nashville, TN 37211 FI790 Robert Fisher IRA 2.0000 2,000.00 P. O. Box 5227 San Clemente, CA 92672 FI791 Patricia Fisher IRA 2.0000 2,000.00 P. O. Box 5227 San Clemente, CA 92672 FI79E Ronald W. Fisk IRA 2.0000 2,000.00 3646 Argonne Street San Diego, CA 92117 FL630 Flowers Construction Co. PSP 20.0000 20,000.00 c/o William G. Schroeder South Hwy 81 P. O. Box 1207 Hillsboro, TX 76645 FO571 Hilda F. Folger IRA 3.0000 3,000.00 101 Water Oak Suites Brevard, NC 28712 FO572 John R. Folger IRA 3.0000 3,000.00 101 Water Oak Suites Brevard, NC 28712 FO575 James G. Folks IRA 2.5000 2,500.00 951 Riverdale Drive Graham, NC 27253 FO578 Teresa Foley IRA 2.5000 2,500.00 431 Halladay Seattle, WA 98109 FO766 Vicki H. Forsyth 3.0000 3,000.00 501 W. Saulnier Road #1 Houston, TX 77019 FR107 Barry D. Frame M.D. PSP 10.0000 10,000.00 930 Emerald Ave. Ste 719 Knoxville, TN 37917 FR11I Donald W. Frame IRA 20.0000 20,000.00 1921 Daniel Drive Corinth, MS 38834 FR11L Richard Ellis Frazier IRA 16.0000 16,000.00 120 Professional Drive Roanoke Rapids, NC 27870 FR120 Wilma Frazee IRA 2.0000 2,000.00 783 Lander Circle Claremont, CA 91711 FR27A Dixie Frederiksen IRA 3.0000 3,000.00 4500 Price Circle Road Nashville, TN 37205 FR283 Nancy Joan Freeman 15.0000 15,000.00 1710 Northampton Rowlett, TX 75088 FU250 Verne & Kathleen Fuder 10.0000 10,000.00 789 Myrtle Avenue Holland, MI 49423 GA568 Peter Gal IRA 4.5000 4,500.00 3815 Firestone Rd. Keernersville, NC 27284 GA569 Robert E. Gallaher 5.0000 5,000.00 2860 Armstrong Dr. Sacramento, CA 95825 GA578 Bettie J. Gallaher IRA 24.8800 24,880.00 P. O. Box 11816 Tucson, AZ 85734-1816 GA591 Herminio L & Phoebe J Gamponia 3.0000 3,000.00 Living Trust dated 7/11/92 413 Green Acres Circle Spencer, WV 25276 GA61F Jitendra G. Gandhi M.D. IRA 8.0000 8,000.00 2339 McCallie Avenue #406 Chattanooga, TN 37404 GA61F Jitendra G. Gandhi M.D. IRA 2.5000 2,500.00 2339 McCallie Avenue #406 Chattanooga, TN 37404 GA749 Sabodh Garg IRA 2.0000 2,000.00 12909 Via Esperia Del Mar, CA 92104 GA752 Aruna Garg IRA 2.0000 2,000.00 12909 Via Esperia Del Mar, CA 92104 GA757 Gilbert J. Garcia MD PSP 2.5000 2,500.00 2811 McLamb Place Goldsboro, NC 27534 GA758 Katherine H. Garcia IRA 2.0000 2,000.00 5400 Vernon Walk NW Atlanta, GA 30327 GA761 Buford & Bernice Garner 10.0000 10,000.00 1201 S. E. Mill-Pond Court Apt #4360 Ankeny, IA 50021 GA77E Jose A. Garcia IRA 2.0000 2,000.00 980 Johnston Ferry Road #220 Atlanta, GA 30342 GE570 Gilbert Gelfand IRA 2.0000 2,000.00 2723 Manning Avenue Los Angeles, CA 90064 GE615 Joe G. Gentis 10.0000 10,000.00 647 River Rough Dr. Nashville, TN 37209 GI567 Stephen Giles 2.5000 2,500.00 3060 Tokila Cove Longwood, FL 32779 GI571 Bruce E. & Jean Gill 5.0000 5,000.00 6465 Oberlin Way San Jose, CA 95123 GI57T Evelyn K. Giles Trustee 2.5000 2,500.00 of the Evelyn K. Giles Trust dated 6-29-95 6065 S. Verde Trail #G 206 Boca Raton, FL 33433-4412 GI57W Steven M. Gilkeson IRA 3.0000 3,000.00 9302 Crockett Road Brentwood, TN 37027 GL270 Larry E. Glenn IRA 2.0000 2,000.00 4851 Alpine Dr. Lilburn, GA 30247 GO210 Betty L. Goble IRA 2.0000 2,000.00 2148 New London Place Snellville, GA 30278 GO270 Rudolph & Evelyn Goennewich 5.0000 5,000.00 960 Wordsworth Dr. Roswell, GA 30075 GO571 Philip Goldhammer IRA 5.5000 5,500.00 25813 S.E. 25th Way Issaquah, WA 98029 GO57Y Robert R. Goldwin IRA 3.5000 3,500.00 5947 Redfearn Cove Memphis, TN 38120 GO584 Robert H. Gold, DPM, PA IRA 20.0000 20,000.00 1024 Humphrey Oaks Circle Memphis, TN 38120-2618 GO63I Sharon Sauls Goodwin 12.5000 12,500.00 6580 Sentry Hill Trail Atlanta, GA 30328 GO63J Mary L. Goodman IRA 5.0000 5,000.00 6920 Somerset Farms Circle Nashville, TN 37221-2354 GR110 Andrew L. Grady IRA 2.5000 2,500.00 7534 King Road Fairview, TN 37062 GR111 Carol Ann Graham IRA 2.5000 2,500.00 1101 Harpeth Ridge Drive Franklin, TN 37069 GR112 Thomas P. Graham IRA 2.5000 2,500.00 1101 Harpeth Ridge Road Franklin, TN 37069-7055 GR11V John F. Graessle IRA 2.0000 2,000.00 P. O. Box 2423 Cedar Rapids, IA 52406-2423 GR272 John P. Gregg & Lora Tredway 6.0000 6,000.00 6913 Rannoch Road Bethesda, MD 20817 GR27U Stephen F. Gregory 16.0000 16,000.00 2216 30th Ave. S. Nashville, TN 37212 GR28D Matthew Gress 5.0000 5,000.00 202 Lake Point Drive Gainesville, GA 30506 GR426 Jean F. Grissim 15.0000 15,000.00 6151 Hillsboro Rd. Nashville, TN 37215 GR630 John C. Groomes IRA 17.0000 17,000.00 912 Quail Valley Drive Brentwood, TN 37027-5806 GR635 Thomas M. Grooms IRA 4.0000 4,000.00 250 Courtyard Lane Fayetteville, NC 28303-4605 GU436 Daphne M. Guise IRA 2.0000 2,000.00 4124 Seville Rd. Las Vegas, NV 89121 GU437 Ralph M. Guise IRA 2.0000 2,000.00 4124 Sevile Rd. Las Vegas, NV 89121 GU438 Teresa Guice 10.0000 10,000.00 Rt. 1 Box 115 Ft. Blackmore, VA 24250 GU764 John P. Gurganus 5.0000 5,000.00 613 Duryea Circle Bay Minette, AL 36507 HA253 Phyllis L. Haddox IRA 4.0000 4,000.00 106 Holeman Avenue Eugene, OR 97404 HA573 Esther L. Hall 10.0000 10,000.00 Profit Sharing Plan 5919 W. 105th Street Bloomington, MN 55438-1829 HA575 Conni C. Hallmark IRA 4.0000 4,000.00 1111 So. MacArthur Blvd. Irving, TX 75060 HA576 Carter Hallmark IRA 4.0000 4,000.00 700 S. McArthur Blvd Irving, TX 75060 HA57P Thomas J. Hall IRA 2.0000 2,000.00 12150 Brookfield Club Drive Roswell, GA 30075 HA610 H. Vernon & Helen W. Hannum 3.0000 3,000.00 621 Laurel Lake Drive #B220 Columbus, NC 28722-7437 HA762 Roxanne D. Hart IRA 2.0000 2,000.00 11852 Caminito Corriente San Diego, CA 92128-3317 HA76Z W.J. Hardy, Jr., Susan Hardy 10.0000 10,000.00 Estes & Marilyn Hardy Ford 5017 Forest Hill Road Jackson, MS 39212-5741 HA77F Richard & Joanne Harris 5.0000 5,000.00 Trustees FBO Harris Living Trust u/a/d 9/4/92 3053 Hayden Bridge Road Springfield, OR 97477 HA789 Ezra R. Harris IRA 2.5000 2,500.00 309 Silvercreek Road Greer, SC 29650 HA78A Serena J. Harris IRA 2.5000 2,500.00 309 Silvercreek Road Greer, SC 29650 HA85A Lanier Radiology Associates 10.0000 10,000.00 PC Profit Sharing Plan FBO Cosmo Haun M.D. 2935 Thompson Mill Road Gainesville, GA 30506 HA95H William Samuel Havron, III 1.3333 1,333.33 4 Fortune's Way Signal Mountain, TN 37377 HA95I Jess Fowler Havron 1.3333 1,333.33 4 Fortune's Way Signal Mountain, TN 37377 HA95J Matthew Terrell Havron 1.3334 1,333.34 4 Fortune's Way Signal Mountain, TN 37377 HA989 James E. Hays IRA 2.0000 2,000.00 1859 Ogden Drive Apt. 2 Burlingame, CA 94010-5323 HE122 Cecile T. Heald IRA 10.0000 10,000.00 818 West Bonnie Brae Ontario, CA 91762 HE431 Craig R. Heim IRA 2.5000 2,500.00 P. O. Box 53 Wilmot, NH 03287 HE614 Melvin L. Henderson M.D. 6.0000 6,000.00 3601 Cape Center Drive Fayetteville, NC 28304-4457 HE615 Reggie A. Henderson 5.0000 5,000.00 173 Beech Cove Lexington, TN 38351 HE619 Kimberly C. Henry 10.0000 10,000.00 40 Cambridge St. New Britain, CT 06051 HE624 Marshall Hendrick IRA 2.5000 2,500.00 38121-25th Street East, #F201 Palmdale, CA 93550 HE62Q Virginia Lee Henderson IRA 2.0000 2,000.00 7150 S. Lauppe Road Yoder, CO 80864 HE77B Richard A. Herman IRA 3.0000 3,000.00 66 Grand Avenue Suwsnee, GA 30024 HE791 Michael A. Hester 5.0000 5,000.00 508 Buck Ron Drive Kernersville, NC 27284-8087 HI274 Donald G. Hiers IRA 6.0000 6,000.00 P. O. Box 5281 Johnson City, TN 37603-5281 HI57N Montgomery Stokes Hill, III 5.0000 5,000.00 37 Arden Way NE Atlanta, GA 30342-3955 HI760 Judith M. Hirsch M.D. IRA 5.0000 5,000.00 4305 South Franklin Street Encglewood, CO 80110 HO27B Robert E. Hoehn IRA 3.0000 3,000.00 143 Howard Road White Bluff, TN 37187 HO370 Stephanie Hope Hoffman 3.0000 3,000.00 c/o Kathie Hoffman 1472 W. Elmhill Circle Salt Lake City, UT 84123 HO373 Jennifer Ann Hoffman 3.0000 3,000.00 c/o Kathie Hoffman 1472 W. Elmhill Circle Salt Lake City, UT 84123 HO594 Ronald G. Homuth 2.0000 2,000.00 9721 Lamar St. Spring Valley, CA 92077 HO760 Virginia J. Horowitz IRA 4.0000 4,000.00 687 Felino Way Chula Vista, CA 91910 HO761 M. Allan Horton 5.0000 5,000.00 609 Topeka Waco, TX 76710 HO76P Merilyn L. Horton 5.0000 5,000.00 69-411 Ramon Road, #79 Catherdral City, CA 92234 HO76U David H. Horowitz M.D. IRA 6.0000 6,000.00 1916 Patterson Suite 605 Nashville, TN 37203 HO810 William Lynn Hottinger IRA 2.5000 2,500.00 1925 Bramblewood Trail Pfafftown, NC 27040 HO850 Wendy Houstoun 10.0000 10,000.00 8962 Road 74 Windsor, CO 80550 HO960 W. William Howard IRA 2.0000 2,000.00 5718 S. Kenton Street Englewood, CO 80111 HO970 John P. Howser M.D. 30.0000 30,000.00 Pension Plan Trust 3960 Knight Arnold Road #203 Memphis, TN 38118-3008 HO971 John P. Howser M.D. PSP 50.0000 50,000.00 3960 Knight Arnold Rd, Ste 203 Memphis, TN 38118-3008 HU210 Lawrence & Vencil S. Hubbard 5.0000 5,000.00 6400 Tanner Williams Road Lucedale, MS 39452 HU378 J. Eugene Huffstutter 5.0000 5,000.00 4229 Lundy Mountain Lane Signal Mountain, TN 37377 HU388 Eric L. Hughes IRA 2.0000 2,000.00 5626 N. Pontatoc Road Tucson, AZ 85718 HU393 Cheryl A. Hughes IRA 2.0000 2,000.00 5626 N. Pontatoc Road Tucson, AZ 85718 HU410 James K. Huhta 5.0000 5,000.00 507 E. Northfield Blvd Murfreesboro, TN 37130 HU571 Barbara Hull IRA 2.0000 2,000.00 6541 Amberly Street San Diego, CA 92120 HU588 Alan Farley Humphreys 5.0000 5,000.00 c/o Robert A. Humphreys Cust. 2888 Carnton Drive Germantown, TN 38138-7370 HU589 Robert Christopher Humphreys 5.0000 5,000.00 c/o Robert A. Humphreys Cust. 3888 Carnton Drive Germantown, TN 38138-7370 HU590 French P. Humphreys, Jr. IRA 2.5000 2,500.00 330 West Presnell Street House #1 Asheboro, NC 27203 HU730 Martin Huppert 5.0000 5,000.00 3829 N. Woodrow Street Arlington, VA 22207 HU813 Brenda J. Hutcherson IRA 3.0000 3,000.00 P. O. Box 111779 Nashville, TN 37215 HU814 Wallace T. Hutcherson IRA 3.0000 3,000.00 P. O. Box 111779 Nashville, TN 37215 HU81F Community National Bank 5.0000 5,000.00 FBO Wallace J. Hutcherson IRA a/c# 852279 Attn: Jacque Stanley P. O. Box 210 Seneca, KS 66538 HY255 Lisbeth J. Hydrick IRA 3.0000 3,000.00 2573 Hawthorne Dr. Atlanta, GA 30338 IN391 Ingraham Law Firm PSP 15.0000 15,000.00 2114 Parkway Towers Nashville, TN 37215 JA217 A. Everette James M.D. 10.0000 10,000.00 St. James Place P. O. Box 789 Robersonville, NC 27871 JA233 Don & Frances Jackson 3.0000 3,000.00 5908 Abbott Dr. Nashville, TN 37211 JA23B G. Jackson Jacobs IRA 10.0000 10,000.00 318 Post Road McMinnville, TN 37110 JA591 A. Everette James IRA 3.0000 3,000.00 St. James Place P. O. Box 789 Robersonville, NC 27871 JA760 Jarman Foundation 35.0000 35,000.00 c/o Frank C. Ingram, Attorney 2114 Pkwy. Towers, 21st Floor Nashville, TN 37219 JA766 Tandy M. Jarvis IRA 4.0000 4,000.00 243 Ensworth Avenue Nashville, TN 37205 JO212 Joel E. Jobst Trustee 3.0000 3,000.00 FBO The Jobst family Trust 3013 Bryant Ave. Las Vegas, NV 89102 JO409 Melvin E. & Phyllis L. Johnson 50.0000 50,000.00 4704 Trail Bend Circle Fort Worth, TX 76109-1801 JO43P Norwest Bank Texas, N.A. 5.0000 5,000.00 FBO P. M. Johnston IRA a/c #7820161704 P. O. Box 2626 Waco, TX 76702-2626 JO613 G. Perry Jones IRA 2.0000 2,000.00 11870 Little Creek Crossing Alpharetta, GA 30201 JO617 Ronald A. & Linda L. Jones 5.0000 5,000.00 7332 S. Quince Street Englewood, CO 80112-1728 KA391 Kenneth & Madeleline Kagy 10.0000 10,000.00 775 Birch Ridge Drive Roswell, GA 30076 KA590 Allan Lee Kamrath IRA 2.0000 2,000.00 2609 Larkin Place San Diego, CA 92123 KA737 Peter R. Kaplan IRA 15.0000 15,000.00 5057 Villa Crest Drive Nashville, TN 37220 KA850 Joan M. Kauffman IRA 5.0000 5,000.00 9545 Jiola Way La Mesa, CA 92041 KE573 John P. Kelley IRA 2.0000 2,000.00 1501 S. Cherry Street Denver, CO 80222 KE57N Kathleen F. Kellogg Trust 11.0000 11,000.00 Kathleen F. Kellogg Trustee u/d/t dtd 5/16/91 13606 Torrey Hill Court San Diego, CA 92130 KE61R Deloris M. Kendall 2.0000 2,000.00 2601 NE 14th St. Causeway #538 Pompamo Beach, FL 33062 KE76D John R. Kern 2.5000 2,500.00 1000 Gracelawn Brentwood, TN 37027 KE990 Warren B. Keyser, Jr. 4.0000 4,000.00 215 James Avenue NW Cleveland, TN 37311-1604 KI570 John R. Kiley IRA 2.0000 2,000.00 26 Emerald Irvine, CA 92714 KI590 Mary Lou Kimmel IRA 2.0000 2,000.00 841 W." D" Street Ontario, CA 91762-3023 KI62A John L. King III IRA 2.0000 2,000.00 3966 Central Drive Clarkston, GA 30021 KI791 Philip D. & Phyllis Kisinger 10.0000 10,000.00 412 Orchard Circle Route 1, Box 2K Gobles, MI 49055 KI812 Sylvia Savin-Kitterman IRA 2.5000 2,500.00 17499 Plaza Otonal San Diego, CA 92128 KL116 Norman G. Klasna IRA 2.0000 2,000.00 10368 Lone Lynx Littleton, CO 80124 KL401 Wilma Louise Kliewer IRA 2.0000 2,000.00 382 Kudu Trail Bailey, CO 80421 KN110 New River Internal Medicine 10.0000 10,000.00 FBO John W. Knarr 810 Prospect Avenue Pulaski, VA 24301 KN634 John D. Knox, Jr. IRA 5.0000 5,000.00 211 Chicopee Drive Marietta, GA 30060 KN850 William Knutson IRA 2.0000 2,000.00 4 Oriole Irvine, CA 92714 KO730 Walter F. & Anna E. Kopp 15.0000 15,000.00 6288 Darien Way Spring Hill, FL 34606 KO790 Melanie M. Kosterman IRA 2.0000 2,000.00 504 Owen Drive Fayetteville, NC 28304 KO791 Michael J. Kosterman IRA 2.0000 2,000.00 504 Owen Drive Fayetteville, NC 28304 KO810 Charles D. Koteen IRA 2.0000 2,000.00 98 Newport Avenue West Hartford, CT 06117 KR117 Richard Krause M.D. P.C. PSP 15.0000 15,000.00 2337 McCallie Ste 400 Chattanooga, TN 37404 KR117 Richard Krause M.D. P.C. PSP 15.0000 15,000.00 2337 McCallie Ste 400 Chattanooga, TN 37404 KR11A Richard A. Krause M.D. IRA 3.5000 3,500.00 2337 McCallie Ste 400 Chattanooga, TN 37404 KR11B Shawn K. Krause IRA 2.5000 2,500.00 6532 Forest Park Drive Signal Mountain, TN 37377 KR270 Allyson Krebs 10.0000 10,000.00 4406 Alcott Drive Nashville, TN 37215 KR272 John F. Krempen,M.D.PC Defined 20.0000 20,000.00 Benefit Plan,John Krempen TTEE 6980 N. Donatello Way Tuscon, AZ 85741 KR27E Christine Joyce Krempen IRA 12.0000 12,000.00 6980 N. Donatello Way Tucson, AZ 85741 KR27F John F. Krempen M.D. IRA 12.0000 12,000.00 6980 N. Donatello Way Tucson, AZ 85741 KR630 Christopher N. Kroha 10.0000 10,000.00 121 Seville Road West Palm Beach, FL 33405 KR852 Sylvia L. Krueger M.D. IRA 2.5000 2,500.00 P. O. Box 3296 Cleveland, TN 37320-3296 KU210 Michael E. Kubicki IRA 4.0000 4,000.00 7168 Egerton Lane Germantown, TN 38138 KU235 Kuck Family Revocable Living 4.0000 4,000.00 Trust u/t/a 7/2/97, Lawrence L. Kuck, Trustee 930 Shadybrook Drive Holland, MI 49424-1606 KU760 John B. Kurtin Trust 10.0000 10,000.00 Assoc. Ear, Nose & Throat Specialties Ltd. PS 6565 E. Carondelet, Suite 300 Tucson, AZ 85710 LA216 Roger S. LaBonte IRA 2.5000 2,500.00 200 Wagner Place, Ste 702 Memphis, TN 38103 LA217 Mary E. LaBonte IRA 2.5000 2,500.00 200 Wagner Place #702 Memphis, TN 38103 LA593 Frederick D. Lambert IRA 10.0000 10,000.00 4705 Westgarden Blvd. Alexandria, LA 71303 LA607 Helen Ann Landecker 20.0000 20,000.00 Wren Drive HC 2 Box 93 M Pequot Lakes, MN 56472-9407 LA608 Todd A. Landgren IRA 2.0000 2,000.00 1310 Estelle Lane Newport Beach, CA 92660 LA611 Harold James Langseth IRA 2.5000 2,500.00 9502 36th Avenue S.E. Everette, WA 98208 LA850 Francis J. Laurent IRA 4.0000 4,000.00 4003 Penhurst Dr. Marietta, GA 30062 LA961 Mary A. Lawson IRA 2.5000 2,500.00 6223 Vosswood Road Nashville, TN 37205 LA966 Philip C. Lawton IRA 2.0000 2,000.00 3649 Maria St. Las Vegas, NV 89121 LA995 Sheryl Lazarov 10.0000 10,000.00 211 West 56th Street #6L New York, NY 10019 LA996 Alvin J. Lazarov 50.0000 50,000.00 200 Wagner Place 1408 Memphis, TN 38103 LE111 Philip Bruce Leavenworth IRA 2.0000 2,000.00 230 North Grove Street Mt. Horeb, WI 53572-1616 LE115 George Leavesley 50.0000 50,000.00 P. O. Box 638 Coldspring, TX 77331 LE250 James P. & Marcela C. Ledesma 3.0000 3,000.00 7465 Gorge View San Diego, CA 92120 LE269 Richard C. Lee 3.0000 3,000.00 8413 E. Kenyon Drive Denver, CO 80237 LE27K Pamela Sauls Lee 12.5000 12,500.00 12570 Crabapple Road Alpharetta, GA 30201 LE360 Bobette M. Leggott 25.0000 25,000.00 4524 Westchester Waco, TX 76710 LE392 Beverly J. Legler IRA 2.0000 2,000.00 20610 David Avenue Eagle River, AK 99577 LE780 Linton & Yvonne Lester 5.0000 5,000.00 1841 59th St. N. St. Petersburg, FL 33710 LE950 Anne B. Levitt 25.0000 25,000.00 626 Melody Lane Jonesboro, AR 72401 LE960 Harold C. Le Witt 5.0000 5,000.00 6025 Ashland Dr. Nashville, TN 37215 LI586 Hoei Bin Lim IRA 6.0000 6,000.00 1444 Cimarron Drive Holland, MI 49423 LI591 Lee E. Limbird IRA 2.5000 2,500.00 5884 Fredericksburg Drive Nashville, TN 37215-4807 LI592 Thomas J. Limbird IRA 2.5000 2,500.00 5884 Fredricksburg Drive Nashville, TN 37215 LI606 Timothy F. & Pattie L. Linder 3.0000 3,000.00 411 Cox Drive Selmer, TN 38375 LI608 Melissa Lindsey Hornsby 3.0000 3,000.00 5782 Woodvalley Trace Norcross, GA 33071 LI609 Clayton Kenneth Lindsey 3.0000 3,000.00 5110 Corners Drive Dunwoody, GA 30338 LI612 George W. & Marjorie Lindsey 3.0000 3,000.00 2454 NW 198th St. Seattle, WA 98177 LI615 H. K. & Elaine C. Lindsey 10.0000 10,000.00 5110 Corners Drive Dunwoody, GA 30338 LI61M Tyler T. Lindsey 3.0000 3,000.00 935 Sugar Meadow Drive Sugarhill, GA 30518 LI620 Mozelle Linzey/Carolyn Stewart 10.0000 10,000.00 3939 E. Cassia Way #1004 Phoeniz, AZ 85044-4616 LO616 Diane M. Long IRA 2.5000 2,500.00 529 S. Belvedere Memphis, TN 38104 LO617 Thomas E. Long M.D. 15.0000 15,000.00 529 S. Belvedere Memphis, TN 38104 LO61A Thomas E. Long IRA 2.5000 2,500.00 529 S. Belvedere Memphis, TN 38104 LO61J The Long Revocable Family 5.0000 5,000.00 Trust u/a/d 6/13/97 Gary & Diane Long, Trustees 22039 N. 86th Avenue Peoria, AZ 85382 LO61J The Long Revocable Family 5.0000 5,000.00 Trust u/a/d 6/13/97 Gary & Diane Long, Trustees 22039 N. 86th Avenue Peoria, AZ 85382 LO628 Pedro & Remy Lo 10.0000 10,000.00 509 Green Acres Circle Spencer, WV 25301 LO961 Betty J. Lowe IRA 2.5000 2,500.00 718 N. Ratherford Blvd Murfreesboro, TN 37130 LO961 Betty J. Lowe IRA 2.5000 2,500.00 718 N. Ratherford Blvd Murfreesboro, TN 37130 LO966 Eleanor Ann Lowen IRA 2.0000 2,000.00 P. O. Box 2289 Seward, AK 99664 LU239 Kenneth J. Lucas IRA 25.0000 25,000.00 201 N. CLyde Morris Blvd. #240 Daytona Beach, FL 32114 LY614 Nell M. Lynn IRA 2.0000 2,000.00 1813 Paseo Overlook Court Las Vegas, NV 89128 LY615 Lindsay R. Lynn IRA 2.0000 2,000.00 1813 Paseo Overlook Court Las Vegas, NV 89128 MA110 Ronald A. Maas IRA 2.0000 2,000.00 16108 Landmark Dr. Whittier, CA 90604 MA23Y Anne M. MacCollum IRA 20.0000 20,000.00 1515 Hummingbird Lane Sierra Vista, AZ 85635 MA25M John G. Madden IRA 2.0000 2,000.00 12285 Arbor Drive Ponte Vedra Bch, FL 32082 MA25N Barbara Madden IRA 2.0000 2,000.00 12285 Arbor Drive Ponte Vedra Bch, FL 32082 MA371 Patricia Maffeo 15.0000 15,000.00 4160 Towanda Tr. Knoxville, TN 37919 MA390 J. Henly Magee IRA 2.0000 2,000.00 416 Durant Way Mill Valley, CA 94941 MA61S Eugene P. Manuel IRA 2.0000 2,000.00 200 A. Street Stop 68 Clear, AK 99704 MA650 Beth Marchese IRA 11.0000 11,000.00 P. O. Box 8564 La Cresenta, CA 91214 MA786 Roxy Marrese, Jr. IRA 25.0000 25,000.00 201 N. Clyde Morris Blvd. #240 Daytona Beach, FL 32114 MA988 Ronald A. Maxwell IRA 5.0000 5,000.00 612 W. Burton Street Murfreesboro, TN 37130 MC110 Wendall G. McAlexander 10.0000 10,000.00 8970 Winding Way Germantown, TN 38138 MC111 Lois McA Finch IRA 2.5000 2,500.00 4502 Glendale Place Nashville, TN 37215-3904 MC229 Eleanor Y. McCall 10.0000 10,000.00 P. O. Box 6642 High Point, NC 27262 MC230 Forrest M. McCleeary IRA 6.0000 6,000.00 3700 Lindlavista Way Des Moines, IA 50310 MC23N Gary P. McCaughan M.D. Inc. 5.0000 5,000.00 Retirement Trust Gary P. McCaughan M.D. Trustee 7918 8th Street Downey, CA 90241 MC245 Gregg D. McClendon IRA 2.0000 2,000.00 7217 Bandolero Way Bakersfield, CA 93308 MC24X Ronald J. McChesney 20.0000 20,000.00 5953 Creekview Drive Milford, OH 45150 MC256 James W. McKinney IRA 5.0000 5,000.00 308 Lynnwood Blvd Nashville, TN 37205 MC382 Barbara B. McKee IRA 2.5000 2,500.00 RR 1 Box 121 Hughes, AR 72348-9517 MC390 Richard McGee IRA 2.5000 2,500.00 398 Arnold Road Shelbyville, TN 37160-7301 MC531 Scott L. & Naomi M. McKay 10.0000 10,000.00 29411 - 1st Avenue S. Federal Way, WA 98003 MC532 Grayce McKinney IRA 3.0000 3,000.00 308 Lynwood Blvd. Nashville, TN 37205 MC569 Robert E. McLean 5.0000 5,000.00 2509 Roland Drive Greensboro, NC 27407 MC593 Toney D. McMillan IRA 3.0000 3,000.00 P. O. Box 607 Arkadelphia, AR 71923 MC597 Jill J. McMillan IRA 3.0000 3,000.00 P. O. Box 607 Arkadelphia, AR 71923 MC59A David W. McMillan 20.0000 20,000.00 115 28th Avenue North Nashville, TN 37203 MC59B Toney D. McMillan 20.0000 20,000.00 929 Main Street Arkadelphia, AR 71923 MC750 John & Alma R. McQueen 10.0000 10,000.00 1230 W. Ina Rd. Tucson, AZ 85704 MC793 Eugene H. McShane, Jr. IRA 5.0000 5,000.00 950 S. Cherry, Suite 420 Denver, CO 80222 MC810 Captain Dave W. McTighe 11.5000 11,500.00 c/o Air Hong Kong, Ltd. 6/F, Blk T CX Bldg-Crew Mailbox H038-Int'l Airport Kowloon, Hong Kong, PRC MC959 Chester & Ann McWhorter 20.0000 20,000.00 4366 Good Hope Road Decatur, MS 39327 MC964 Marilyn J. McWhorter 6.1030 6,103.00 640 Amber Place SW Marietta, GA 30060 MC969 Marilyn J. McWhorter IRA 6.0000 6,000.00 640 Amber Place Marietta, GA 30060 ME760 Robert V. & Eileen R. Mercer 5.0000 5,000.00 911 Pine Avenue Frederick, MD 21701 ME989 Anita L. Meyer IRA 2.0000 2,000.00 650 Clayton St. Denver, CO 80206 ME990 Edward J. Meyer IRA 4.0000 4,000.00 1554 Sundale Road El Cajon, CA 92020 ME991 Allen E. & Caroline L. Meyer 20.0000 20,000.00 3816 North Ridge Drive Eagan, MN 55123 ME992 Sandra L. Meyer IRA 2.0000 2,000.00 1554 Sundale Rd. El Cajon, CA 92020 ME993 Robert S. Meyer M.D. 2.5000 2,500.00 208 N. Herman Street Goldsboro, NC 27530 MI252 Middle Tennessee Gastro- 11.0000 11,000.00 enterology Consultants P.C. Profit Sharing Plan & Trust 1510 Hatcher Lane Columbia, TN 38401 MI571 Deborah J. Miller IRA 2.5000 2,500.00 426 Wildwood Lane Graham, NC 27253 MI573 Gale F. Miller IRA 2.5000 2,500.00 426 Wildwood Lane Graham, NC 27253 MI576 Donald Ray & Lona Beth Miller 50.0000 50,000.00 225 Stone Creek Ranch Road McGregor, TX 76657-3764 MI578 Reps & Betty Miller, Jr. 50.0000 50,000.00 563 Dogwood Drive Lilburn, GA 30247 MI579 Ronald L. Miller 6.0000 6,000.00 7604 Olcott Avenue Bakersfield, CA 93308 MI609 Brandon Richard Minor 10.0000 10,000.00 Lynda Minor TTEE 408 Crown Ridge Pt. Waco, TX 76712 MI610 Lynda Minor 10.0000 10,000.00 408 Crown Ridge Point Waco, TX 76712 MI611 Melinda Ann Minor 10.0000 10,000.00 Lynda Minor TTEE 408 Crown Ridge Pt. Waco, TX 76712 MO629 Betty G. Moore 15.0000 15,000.00 7743 Foster Ridge Germantown, TN 38138 MO634 Betty G. Moore 10.0000 10,000.00 7743 Foster Ridge Germantown, TN 38138 MO63D Larry A. Mooney IRA 20.0000 20,000.00 3180 Woods Circle Davis, CA 95616 MO668 Robert L. Moroy IRA 2.0000 2,000.00 1185 Forest Brook Court Marietta, GA 30067 MO668 Robert L. Moroy IRA 2.0000 2,000.00 1185 Forest Brook Court Marietta, GA 30067 MO760 Marcella Morales 2.2200 2,224.53 1900 Hillandale Ave. La Habra, CA 90631 MO77I Robert L. Moroy 3.0000 3,000.00 1185 Forest Brook Ct. Marietta, GA 30068-2826 MO810 R. Prasad Motaparthi 5.0000 5,000.00 Madhvri Motaparthi UGMATX 9901 Townridge Waco, TX 76710 MU270 Dennis L. Mueller 15.0000 15,000.00 4221 Mary Lynn Des Moines, IA 50322 MU582 Charles A. Mullins IRA 2.5000 2,500.00 2120 University Circle Memphis, TN 38112 MU765 John F. Murphy 9.0000 9,000.00 3322 Shamrock Rd. Tampa, FL 33629 MU766 Charles M. Muschany Rev. Trust 30.0000 30,000.00 Charles M. Muscany, Trustee Trust Agreement dtd May 6 1986 4870 Retriever Circle Anchorage, AK 99502 MU76U Mary B. Murray IRA 2.0000 2,000.00 3030 Holly Mill Road Marietta, GA 30062 MU76V Gilbert E. Murray IRA 2.0000 2,000.00 3030 Holly Mill Road Marietta, GA 30067 MY27A Phillip Stephen Myers 8.5000 8,500.00 5634 Vicksburg Drive Baton Rouge, LA 70817-3133 NA210 Steven & Barbara Naber 5.0000 5,000.00 99 Bay Circle Holland, MI 49424-6609 NA515 Mathilde M. Najjar 3.0000 3,000.00 717 Georgetown Drive Nashville, TN 37205 NA515 Mathilde M. Najjar 2.5000 2,500.00 717 Georgetown Drive Nashville, TN 37205 NA792 Elias N. Nasr M.D. IRA 4.0000 4,000.00 3660 20th Street Suite #2 Vero Beach, FL 32960 NE110 Clara L. Neal 15.0000 15,000.00 241 Worth Street Asheboro, NC 27203 NE119 Clara L. Neal IRA 2.6000 2,600.00 241 Worth Street Asheboro, NC 27203 NE119 Clara L. Neal IRA 8.2000 8,200.00 241 Worth Street Asheboro, NC 27203 NE570 Joan Louise Nelson IRA 2.0000 2,000.00 Arawana Newfield St. Middletown, CT 06457 NE571 Peter Butterfield Nelson IRA 2.0000 2,000.00 Arawana Newfield St. Middletown, CT 06457 NE573 Billy P. Nelson 10.0000 10,000.00 5493 Cedar Rock Parkway Crawford, TX 76638 NE57N A. Stephen Nelson IRA 5.0000 5,000.00 Aranawa Newfield Street Middleton, CT 06457 NE850 Christopher Lee Neudecker 3.0000 3,000.00 Timothy F. Linder Custodian 411 Cox Drive Selmer, TN 38375 NE960 Peachtree Women's Clinic PST 20.0000 20,000.00 Zachariah B. Newton 980 Johnson Ferry Rd. NE #220 Atlanta, GA 30342 NI239 Thomas L. Nicholson Jr. IRA 3.0000 3,000.00 274 St. Johns Wood Fayetteville, NC 28303 NI273 Lucille H. Nielsen IRA 2.0000 2,000.00 310 Cherry Dr. Eugene, OR 97401 NI276 Russell N. Nielsen 2.0000 2,000.00 P. O. Box 50576 Henderson, NV 89016-0576 OC630 Maxine O'Connor IRA 2.0000 2,000.00 318 Evian Way Peachtreet City, GA 30269-2725 OD273 William H. Oden IRA 5.0000 5,000.00 406 Parkway Road Brandon, MS 39042 OL429 Robin P. Olimb IRA 2.0000 2,000.00 11454 Elbert Way San Diego, CA 92126 OL431 Lawrence R. Oliver 4.0000 4,000.00 229 Tweedy Road Valley Mills, TX 76689 OL434 Marylee Olivia IRA 2.7000 2,700.00 12715 Tatoosh Road E Puyallup, WA 98374-2995 OL780 Raymond N. Olson, M.D. 20.0000 20,000.00 4319 Vistaway Davis, CA 95616 OL797 Helen M. Olson 2.0000 2,000.00 5015 35th Avenue S #333 Minneapolis, MN 55417 ON250 Eugene G. Ondrusek 10.0000 10,000.00 10014 Ramblewood Waco, TX 76712 ON270 William O'Neil IRA 4.0000 4,000.00 1704 Townsend Forest Lane Brown Summit, NC 27214 OR759 Edward T. O'Reilly IRA 2.5000 2,500.00 1243 Shamrock Drive Burlington, NC 27215 OR760 Pollyanna W. O'Reilly IRA 2.5000 2,500.00 1243 Shamrock Drive Burlington, NC 27215 OR761 Renee A. Rubenstein 20.0000 20,000.00 9111 Cliffwood Houston, TX 77096 OR995 Eric A. Orzeck M.D. P.A. 25.0000 25,000.00 8181 North Stadium Dr. Ste 200 Houston, TX 77054 OS810 Argyle V. Ostermiller 3.0000 3,000.00 7200 E. Quincy Avenue #237 Denver, CO 80237 OS811 Ronald Ostermiller 3.0000 3,000.00 7200 E. Quincy Avenue #237 Dever, CO 80237 OT809 Margaret M. Ottley IRA 2.0000 2,000.00 932 Glenbrook Dr. NW Atlanta, GA 30318 OW270 Joe A. Owens, II 125.0000 125,000.00 200 W. Hwy 6, Suite 210 Waco, TX 76712 PA230 Charles & Rosemarie Packard Jr 3.0000 3,000.00 Route 9 8 Dronfield Court Greenville, SC 29609 PA559 Vince J. Palasota 10.0000 10,000.00 P. O. Box 20725 Waco, TX 76702-0725 PA575 John R. Palumbo IRA 20.0000 20,000.00 4921 Joaquin Way Sacramento, CA 95822 PA730 Richard N. Papike 5.0000 5,000.00 3198 Ashley Park Way Jamul, CA 91935-1528 PA731 Larry V. Papike 5.0000 5,000.00 Combination Retirement Trust 1530 Jamacha Road Ste Z El Cajon, CA 92019 PA758 Annie N. Parkman 40.0000 40,000.00 P. O. Box 6235 Dothan, AL 36302 PA761 Gordon L. Partridge 10.0000 10,000.00 254 Hayden Station Rd. Windsor, CT 06095 PA76D Marjean L. Parriott IRA 4.0000 4,000.00 20633 Candlewood Hollow Estero, FL 33928-2215 PA807 R. D. Pattillo, III 20.0000 20,000.00 7901 Fish Pond Road, 2nd Floor Waco, TX 76710 PA812 John G. Paty PSP 2.5000 2,500.00 c/o Arthritis Association Suite 100 Memorial Plaza 605 Glenwood Avenue Chattanooga, TN 37404-1103 PA813 Charlotte E. Paty IRA 2.5000 2,500.00 605 Glenwood Drive Chattanooga, TN 37404-1103 PA81H John G. Paty, Jr. IRA 2.5000 2,500.00 c/o Arthritus Association Suite 100 Memorial Plaza 605 Glenwood Avenue Chattanooga, TN 37404-1103 PE250 David P. & Marta Pedersen 5.0000 5,000.00 3208 Merrimack Lane Flower Mound, TX 75028 PE614 Maxene L Pentecost 15.0000 15,000.00 3605 Clubwood Trail NE Marietta, GA 30067 PE760 John V. & Jane H. Perini TTEES 10.0000 10,000.00 u/t/d 4/19/84 824 Glenoak Arroyo Grande, CA 93420 PE767 Alan Robert Perlman InterVivos 3.0000 3,000.00 Trust, Suzanna Perlman,Trustee 6420 Worchester Drive Nashville, TN 37221 PE813 James D. Petrucelli 15.0000 15,000.00 5311 Harborage Drive Fort Myers, FL 33908 PH270 Jeremy D. Phelan IRA 4.0000 4,000.00 9305 Lockwood Avenue Skokie, IL 60077 PH432 Michael Phelps IRA 2.0000 2,000.00 6610 Medinah Lane Alexandria, VA 22312-3116 PI231 Janet Marie Picard IRA 2.5000 2,500.00 P. O. Box 214975 Sacramento, CA 95821 PI27A Ann Piersma or James Piersma 20.0000 20,000.00 333 Lakewood Blvd. #402 Holland, MI 49423 PO102 Giog Sing T. Po Trustee for 15.0000 15,000.00 Giog Sing T. Po, M.D. and Divina T. Po, M.D., PC PSP &TR 1210 Briarville Road #A Madison, TN 37115 PO102 Giog Sing T. Po Trustee for 15.0000 15,000.00 Giog Sing T. Po, M.D. and Divina T. Po, M.D., PC PSP &TR 1210 Briarville Road #A Madison, TN 37115 PO413 Norman D. Pohll IRA 3.0000 3,000.00 86399 N. Modesto Drive Eugene, OR 97402 PO570 James P. & Cheryl Poling 3.0000 3,000.00 119 Lynn Circle Ripley, WV 25271 PO760 Philip W. & Patricia Porter 10.0000 10,000.00 86 Arthur Ave. SE Minneapolis, MN 55414 PO811 Janice D. Potter IRA 4.0000 4,000.00 2411 S E 8th Place Renton, WA 98055 PR110 Christopher A. Pratt Keogh 3.0000 3,000.00 687 Felino Way Chula Vista, CA 91910 PR23W Edward Priest IRA 2.5000 2,500.00 30 Annandale Drive Nashville, TN 37215 PR433 John R. Price 4.0000 4,000.00 11301 Nall Avenue Leawood, KS 66211 PR436 Radiology Consultants Inc. 15.0000 15,000.00 FBO Edward M. Priest M.D. 2nd Restated MPPP 210 25th Ave. North, Ste. 1212 Nashville, TN 37203 PR43X Virginia B. Priest IRA 2.5000 2,500.00 30 Annandale Drive Nashville, TN 37215 PU76K Michael G. Purcell IRA 2.0000 2,000.00 3340 Laguna Avenue Davis, CA 95616 QU113 Joseph Patrick Qualls IRA 20.0000 20,000.00 1616 Georgetown Lane Murfreesboro, TN 37130 QU431 Sharon D. Quinn 3.0000 3,000.00 7595 E. Gunnison Rd. Denver, CO 80231 RA253 Fred H. Rader, Jr. M.D. 6.0000 6,000.00 P. O. Box 5100 Waco, TX 76708 RA25F Natalie B. Rader 20.0000 20,000.00 2611 Polk Avenue San Diego, CA 92104 RA570 Ralph Rais HR-10 Retirement 10.0000 10,000.00 3301 Evergreen Anchorage, AK 99504 RA59C Mittur N. Ramprasad M.D. 10.0000 10,000.00 300 Kingsridge Tullahoma, TN 37388 RA730 Jill Rappaport IRA 2.0000 2,000.00 11454 Elbert Way San Diego, CA 92126 RA950 Prabhakara B. Ravi 5.0000 5,000.00 111 Hastings Road Athens, AL 35611 RE266 Woodrow A. & Frances C. Reed 8.0000 8,000.00 23825-15 SE #70 Bothell, WA 98021 RE44A Michael B. Reichert IRA 6.0000 6,000.00 24132 Barquero Mission Veijo, CA 92691 RI231 Virginia W. Rice 6.0000 6,000.00 P. O. Box 935 Pulaski, VA 24301 RI232 Charlotte J. Richard IRA 4.0000 4,000.00 770 Rodney Drive Nashville, TN 37205 RI233 Wayne C. Richard IRA 3.0000 3,000.00 958 Gen. Geo Patten Nashville, TN 37221 RI245 Gerlie Rickard 3.0000 3,000.00 108 Twin Hill Drive Madison, TN 37115 RI393 Ren T. Riggle 30.0000 30,000.00 10202 Myers Way South Seattle, WA 98168 RI395 Fannie Riggs IRA 2.0000 2,000.00 1270 Rockcrest Drive Marietta, GA 30067 RO204 Jerry B. Roberts 30.0000 30,000.00 103 Buckhill Lane Madison, MS 39110 RO21D Eric A Roberts, as Trustee 10.0000 10,000.00 uad 1/22/90 FBO Eric A Roberts & Carol A Roberts as Trustees dtd 1/22/90 FBO Carol Roberts 370 Oak Haven Drive Melbourne, FL 32940 RO22X Katherine G. Roberts 25.0000 25,000.00 226 East Long Shore Drive Little Long Lake Hickory Corners, MI 49060 RO22Y Richard R. Robertson IRA 6.0000 6,000.00 3821 Winchester Loop Anchorage, AK 99507 RO250 Dan M. Roden IRA 2.5000 2,500.00 316 Fairfax Avenue Nashville, TN 37212-4007 RO251 Rosemary W. Roden IRA 2.5000 2,500.00 316 Fairfax Avenue Nashville, TN 37212-4007 RO592 Duane A. Romberg IRA 2.0000 2,000.00 P. O. Box 670036 Chugiak, AK 99567-0036 RO969 Christopher D. Rowe 3.0000 3,000.00 514 Winston Road Chattanooga, TN 37405 RO96A William E. Rowe M.D. IRA 2.5000 2,500.00 1105 Concord Street Chattanooga, TN 37405 RU230 Suzanne R. Horstman 3.0000 3,000.00 4597 SE Windsor Court Stuart, FL 34997 RU730 Demarius Sue Rupp 15.0000 15,000.00 7724 Crestview Lane Longmont, CO 80501 RU790 Cheryl Russell 6.0000 6,000.00 132 North Summit, #C-6 Kent, WA 98031 RU791 Mitchell H. Russell 20.0000 20,000.00 73 Sussex Drive Lewes, DE 19958 RU792 Jack P. & Lois Rust 3.0000 3,000.00 1121 Fair Oaks Avenue Arroyo Grande, CA 93420 RU799 Russell Family Trust 10.0000 10,000.00 Donald Edward Russell Sr. Trustee 9625 Bullion Way Orangevale, CA 95662 SA211 Janelle Sabourin IRA 2.0000 2,000.00 220 E. Arby Avenue Las Vegas, NV 89119-4232 SA575 Sarah R. Salter IRA 4.0000 4,000.00 4039 McClatchey Circle Atlanta, GA 30342 SA96A Sydney Sawyer IRA 2.0000 2,000.00 11907 Henderson Road Clifton, VA 22024-2200 SC406 Carl Schaapman IRA 10.0000 10,000.00 200 Rolling Meadows Trail Fayetteville, GA 30214 SC407 Joseph Schierl IRA 8.0000 8,000.00 2609 Newton Avenue South Minneapolis, MN 55405 SC417 Bruce D. Scott IRA 3.0000 3,000.00 11129 SW 81st Ave. Tigard, OR 97223 SC420 Roger S. Scott IRA 3.0000 3,000.00 6285 20th Ave., NE Seattle, WA 98115 SC43C John P. Schilling M.D. IRA 5.0000 5,000.00 P. O. Box 25 Jonesboro, GA 30237 SC44L Schrader Living Trust 7.0000 7,000.00 Donald E & Florence R Schrader Trustees u/a/d 12/18/96 5929 Long Meadow Road Nashville, TN 37205 SE433 Robert J. Seifert 3.0000 3,000.00 1011 Meadow Crest Drive Valrico, FL 33594 SE760 Constance Sergio 3.0000 3,000.00 621 Hidden Point Road Hartwell, GA 30643 SH115 Estelle & James Shaw 6.0000 6,000.00 35 Southpointe Drive #102 Greensville, SC 29607 SH116 Brenda M. Shammaa 10.0000 10,000.00 P. O. Box 370 Hilton, WV 25951 SH270 Velma Shelton & Lamar Ireland 10.0000 10,000.00 101 Joyce Ave. #1F Chattanooga, TN 37415 SH438 Glen S. & Mary S. Shimazu 6.0000 6,000.00 4921 El Paraiso Ave. Sacramento, CA 95824 SH43M Floyd L. Shilanski IRA 2.0000 2,000.00 431 W. 7th Avenue #100 Anchorage, AK 99501-3511 SH43N Kay Shirley 2.0000 2,000.00 2592 Habersham Road NW Atlanta, GA 30305 SI271 Charles Sienknecht IRREV Trust 3.0000 3,000.00 4206 Ivory Avenue Signal Mountain, TN 37215 SI273 Charles Sienknecht IRA 2.5000 2,500.00 4206 Ivory Ave. Signal Mountain, TN 37377 SI274 Nancy Sienknecht IRA 3.0000 3,000.00 4206 Ivory Avenue Signal Mountain, TN 37377 SI275 Charles W. Sienknecht PSP 2.5000 2,500.00 c/o Arthritis Associates Suite 100 Memorial Plaza 605 Glenwood Avenue Chattanooga, TN 37404-1103 SI410 Gerhard G. Sihler IRA 5.0000 5,000.00 48 Doral Farm Rd. Stamford, CT 06902 SI570 Russell G. Sillery IRA 2.0000 2,000.00 152 Cheese Spring Road Wilton, CT 06897-2307 SI590 Peter & Kveta Simon 3.0000 3,000.00 4853 Tommar Dr. Fair Oaks, CA 95628-5125 SI613 William M. Singletary Jr IRA 5.0000 5,000.00 941 S. Galatin Street Jackson, MS 39204 SI760 Daniel M. Siracusa IRA 2.0000 2,000.00 55 Stockade Road So. Glastonbury, CT 06073 SL629 Kathleen A. Sloan 3.0000 3,000.00 11217 W. 106th Overland Park, KS 66214 SM43X James D. Smith IRA 2.0000 2,000.00 6324 Inca Road Ft. Worth, TX 76116 SM44T Charles K. Smith IRA 5.0000 5,000.00 P. O. Box 27 Hartsville, TN 37074 SM45V Gregory A. Smith IRA 2.0000 2,000.00 P. O. Box 783 Grand Marais, MN 55604-9608 SM45W Cindy Lea Carpenter IRA 2.0000 2,000.00 159 Linnell Road Grand Marais, MN 55604 SM46F Shirley A. Smith 3.0000 3,000.00 3953 Heatherhill Drive Bartlett, TN 38135 SO730 Betty Sopher IRA 4.0000 4,000.00 6930 Hyde Park Drive #106 San Diego, CA 92119 SO850 Southwest Royalties, Inc. 3.0000 3,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 30.0000 30,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 4.0000 4,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. .5000 500.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. .5000 500.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 15.0000 15,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 3.0000 3,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 5.0000 5,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 30.0000 30,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 25.0000 25,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 25.0000 25,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 20.0000 20,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 3.0000 3,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 3.5000 3,500.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 3.5000 3,500.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 4.5000 4,500.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 3.0000 3,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 10.0000 10,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 3.0000 3,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 3.0000 3,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 5.0000 5,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 3.0000 3,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 5.0000 5,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 9.0000 9,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 10.0000 10,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 73.0000 73,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 4.0000 4,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 3.0000 3,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 10.0000 10,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 3.0000 3,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 10.0000 10,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 5.0000 5,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 10.0000 10,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 15.0000 15,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 3.0000 3,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 30.0000 30,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 3.0000 3,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 8.0000 8,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 5.0000 5,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 10.0000 10,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 4.0000 4,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 4.0000 4,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 25.0000 25,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 10.0000 10,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 10.0000 10,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 3.0000 3,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 15.0000 15,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 6.0000 6,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 5.0000 5,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 28.0000 28,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 4.0000 4,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 5.0000 5,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 3.0000 3,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 3.0000 3,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 3.0000 3,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 10.0000 10,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 7.0000 7,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 15.0000 15,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 5.0000 5,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 3.0000 3,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 50.0000 50,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 10.0000 10,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 10.0000 10,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 25.0000 25,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 3.0000 3,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 2.5000 2,500.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 3.0000 3,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 3.0000 3,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 3.0000 3,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 7.0000 7,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 15.0000 15,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 10.0000 10,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 8.0000 8,000.00 P. O. Box 11390 Midland, TX 79702 SO850 Southwest Royalties, Inc. 4.0000 4,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 2.5000 2,500.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 10.0000 10,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 2.5000 2,500.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 4.0000 4,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 29.0000 29,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 5.0000 5,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 8.0000 8,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 2.5000 2,500.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 20.0000 20,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 100.0000 100,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 10.0000 10,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 5.0000 5,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 3.0000 3,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 5.0000 5,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 20.0000 20,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 5.0000 5,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 5.0000 5,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 6.0000 6,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 2.5000 2,500.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 4.0000 4,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 5.0000 5,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 4.0000 4,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 4.0000 4,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 5.0000 5,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 2.5000 2,500.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 2.5000 2,500.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 2.5000 2,500.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 2.5000 2,500.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 50.0000 50,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 10.0000 10,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 6.0000 6,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 5.0000 5,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 2.5000 2,500.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 15.0000 15,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 5.0000 5,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 5.0000 5,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 16.0000 16,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 10.0000 10,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 10.0000 10,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 15.0000 15,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 2.5000 2,500.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 10.0000 10,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 4.0000 4,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 15.0000 15,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 100.0000 100,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 20.0000 20,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 3.0000 3,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 50.0000 50,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 7.5000 7,500.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 5.0000 5,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 3.0000 3,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 5.0000 5,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 2.5000 2,500.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 2.0000 2,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 15.0000 15,000.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 7.5000 7,500.00 P. O. Box 11390 Midland, TX 79702 SO900 Southwest Royalties, Inc. 7.5000 7,500.00 P. O. Box 11390 Midland, TX 79702 SP115 Joseph W. Spadaro IRA 10.0000 10,000.00 27 Toulon Laguna Niguel, CA 92677-5431 SP116 Karen M. Spadaro IRA 4.0000 4,000.00 27 Toulon Laguna Niguel, CA 92677-5431 SP435 Emily Loos Spitzner IRA 5.0000 5,000.00 14734 Oakways Court Wayzata, MN 55391 SQ851 Rod Squires 25.0000 25,000.00 7901 Fish Pond Road #2nd Floor Waco, TX 76710-1013 ST113 Natalie L. Starr 5.0000 5,000.00 3601 Connecticut Ave, NW #121 Washington, DC 20008-2419 ST259 Paul E. Steen IRA 2.0000 2,000.00 4417 E. Mountain View Phoenix, AZ 85028 ST260 David P. Steed IRA 2.0000 2,000.00 2985 Habersham Way, N.W. Atlanta, GA 30305 ST261 Rose B. Steed IRA 2.0000 2,000.00 2985 Habersham Way, N.W. Atlanta, GA 30305 ST264 Laurence D. Stephens 10.0000 10,000.00 3319 Greenbrier Drive Dallas, TX 75225-4818 ST272 Mary Christine Steuterman 10.0000 10,000.00 517 Hobbs Road Greensboro, NC 27403 ST273 Margaret L. Stickley 15.0000 15,000.00 330 Hilltop Avenue Keyser, WV 26726 ST274 Stanley W. Stevens 5.0000 5,000.00 112 13th St. Pulanski, VA 24301 ST27Z Joseph W. Stewart IRA 70.0000 70,000.00 15650 S. 13th Place Phoenix, AZ 85044-8663 ST294 Monic Y. Stensby IRA 4.0000 4,000.00 Route 3 Box 235-C Winchester, TN 37398 ST29F James G. Stensby M.D. IRA 9.0000 9,000.00 Route 3 Box 235-C Winchester, TN 37398 ST630 William J. Stokes 15.0000 15,000.00 Temple First Stock Co. TTEE P. O. Box 6101 Temple, TX 76503 ST76C Raymond Strickland IRA 2.5000 2,500.00 Pigg Schoolhouse Road Santa Fe, TN 38482 ST76N Rodney Strachan Trustee 9.0000 9,000.00 FBO Rodney Strachan M.D., Inc. Retirement Trust 11632 Ranch Hill Santa Ana, CA 92705 ST772 Beth Jean Strickland IRA 2.5000 2,500.00 19202 Wyndchase Circle Franklin, TN 37067 ST850 Bruce W. Stuart Children Trust 5.0000 5,000.00 45 Farmstead Lane Windsor, CT 06095 SU810 Courtney R. Suthoff 5.0000 5,000.00 21014 Hwy 51 Hazlehurst, MS 39083 SU813 Rebecca Hewitt Suthoff 5.0000 5,000.00 21014 Hwy 51 Hazelhurst, MS 39083 SW274 Sweet Family Trust 8.0500 8,041.67 Carole Gail Sweet, Trustee u/t/d 6/22/90 4324 Elder Avenue Seal Beach, CA 90740 SW274 Sweet Family Trust 1.1300 1,134.80 Carole Gail Sweet, Trustee u/t/d 6/22/90 4324 Elder Avenue Seal Beach, CA 90740 SY590 Jackie Marie Symonds 10.0000 10,000.00 311C Misty Isle Lane Las Vegas, NV 89107 SY951 Johnne D. Syverson IRA 2.0000 2,000.00 1116 6th Street W. Des Moines, IA 50265 TA810 John C. & Connie Tatgenhorst 3.0000 3,000.00 1113 Farington Dr. Knoxville, TN 37923 TE212 Michael G. Tebeleff IRA 2.0000 2,000.00 7135 Willow Brook Way Columbia, MD 21046 TE271 Betty A. Teem 10.0000 10,000.00 12 Bohler Mews N.W. Atlanta, GA 30327 TE272 James H. Teepen IRA 2.0000 2,000.00 3611 W. Simkins Pahrump, NV 89048 TE273 Betty A. Teem IRA 5.0000 5,000.00 12 Bohler Mews N.W. Atlanta, GA 30327-1141 TE980 Texas Seal Supply Co. 5.0000 5,000.00 Marcos Gallegos TTEE P. O. Box 5726 Arlington, TX 76011 TH620 Frank L. & Lydia R. Thomas 4.0000 4,000.00 1211 Bates Street Brandon, FL 33510-2934 TH649 Phillis M. Thompson 8.5000 8,500.00 2530 Dartsmouth Drive Fayetteville, NC 28304 TH64M Alfred W. Thomas III IRA 2.0000 2,000.00 114 E. Prentiss Avenue Greenville, SC 29605 TH64N Kay T. Thomas IRA 2.0000 2,000.00 114 E. Prentiss Avenue Greenville, SC 29605 TI590 David L. Timmerman 5.0000 5,000.00 10493 River Bluff Trail Zeeland, MI 49464 TI610 Kenneth T. & Retha A. Tiner 4.0000 4,000.00 198 Quail Meadow China Spring, TX 76633-2981 TO632 Paul J. Toohey 10.0000 10,000.00 Custodian for Jason P. Toohey, Heather L. Toohey & Nicole L. Toohey, UTMA CA 673 S. Pathfinder Trail Anaheim Hills, CA 92807 TO760 Louis Tortora 5.0000 5,000.00 2032 Ridge Road Syosset, NY 11791-9608 TO960 John H. & Claire Sue Townsend 5.0000 5,000.00 8832 Egret Isle Pointe Lake Worth, FL 33467 TO961 Myron S. Towbin IRA 3.0000 3,000.00 1003 Edwin Warner Drive Nashville, TN 37205 TU390 William C. & Christine Tuggle 5.0000 5,000.00 950 Glendale Lane Nashville, TN 37204 TU569 William L. Tullar 5.0000 5,000.00 5002 Millburn Dr. Greensboro, NC 27407 TU570 Cesar J. Tula M.D. P.A. PSP 5.0000 5,000.00 315 Plymouth Laredo, TX 78041 TU759 Evelyn S. Turner 15.0000 15,000.00 108 Corrine Drive Greenville, SC 29607 TU761 Fred P. Turner 10.0000 10,000.00 1406 N. Main St. Greenville, SC 29609 TU76H Toni Turok IRA 2.0000 2,000.00 8842 Summerhill Point Alpine, CA 91901 TW630 Bonita Doris Twombly 10.0000 10,000.00 350 Grandview Avenue Woodside, CA 94062 UP790 Charles & Margaret Upshaw 5.0000 5,000.00 1602 Starling Street Steilacoom, WA 98388-2118 VA252 Patrick L. Vaden IRA 6.0000 6,000.00 1187 Vulzee Blvd. Nashville, TN 37217 VA577 Frank C. Vallejo IRA 15.0000 15,000.00 711 N. Atlantil Street Tullahoma, TN 37388 VA61G Patricia Van DenBroeke IRA 2.0000 2,000.00 14802 N. 10th Street Phoenix, AZ 85022 VA620 Sandra Van Velsor IRA 3.0000 3,000.00 4793 Winchester Memphis, TN 38118 VA762 Peter J. Varney IRA 2.0000 2,000.00 5903 S. Fairfield St. Littleton, CO 80120 WA567 Senorita G. Walden 50.0000 50,000.00 5704 Airport Freeway Ft. Worth, TX 76117 WA761 Glenda E. Warren Irrevocable 3.0000 3,000.00 Trust P. O. Box 59 Rescue, CA 95672 WA76S Gaylee P. Warner IRA 2.0000 2,000.00 E 9603 1390th Street New Auburn, WI 54757 WA778 David B. Warner IRA 2.0000 2,000.00 305 Oak Run Road Carbondale, CO 81623-2802 WA812 Samuel E. Watson 10.0000 10,000.00 3687 Summer Ave. Memphis, TN 38122 WA81Q Corinne Watanabe 3.0000 3,000.00 1862 Rosemount Avenue Claremont, CA 91711-2634 WA81V Rose Lynn B. Watson 10.0000 10,000.00 181 Belle Meade Lane Memphis, TN 38117-3017 WE11B Herschel Jay Weaver Trust 5.0000 5,000.00 u/a/d 12/30/80 6260 Pinecrest Zeeland, MI 49464 WE210 William J. Webb, Jr. IRA 4.0000 4,000.00 4021 County Line Road Carson City, NV 89703 WE215 Ralph L. Weir, Jr. 100.0000 100,000.00 1570 Camel Drivers Lane Colorado Spring, CO 80904 WE21V Robert O. Webb 5.0000 5,000.00 P. O. Box 187 Warner Springs, CA 92086 WE21W Natalie F. Webb 5.0000 5,000.00 P. O. Box 187 Warner Springs, CA 92083 WE425 Alexandra Weinstein 3.0000 3,000.00 c/o Matthew Weinstein 905 E. Horseshoe Ct. Virginia Beach, VA 23451-5924 WE426 Ileana Weinstein 3.0000 3,000.00 c/o Matthew Weinstein 905 East Horseshoe Court Virginia Beach, VA 23451-5924 WE437 Robert F. Weigel IRA 3.5000 3,500.00 346 Herron Drive Nashville, TN 37210 WE441 Edward W. Weitzel IRA 20.0000 20,000.00 10 Charter Oaks Condominiums 7100 F. Procher Drive Myrtle Beach, SC 29577 WE442 Faye Weinzimer IRA 2.5000 2,500.00 4487 Post Place #70 Nashville, TN 37205 WE790 Carl E. Westmoreland, Jr. IRA 2.0000 2,000.00 908 W. Wesley Rd. Atlanta, GA 30327 WE795 Kevin J. West IRA 2.0000 2,000.00 7004 Franklin Des Moines, IA 50322 WE79C Stephen L. Weston IRA 3.0000 3,000.00 c/o Spencer L. Weston, CPA 3420 Coach Lane #12 Cameron Park, CA 95682 WE79H Carl E. Westmoreland, Jr. IRA 8.4000 8,400.00 908 West Wesley Road Atlanta, GA 30327 WH420 Richard A.& Maxine J. Whipple 5.0000 5,000.00 3102 52nd St. Des Moines, IA 50310 WH429 Nancy E. Whidby IRA 2.0000 2,000.00 3652 Ingraham Street San Diego, CA 92109-6716 WH43C William D. White IRA 10.0000 10,000.00 1606 Georgetown Lane Murfreesboro, TN 37130 WI270 Mark A. Wierson 10.0000 10,000.00 9825 Iltis Drive Des Moines, IA 50322 WI276 Phillip W. Wierson IRA 2.0000 2,000.00 5445 Mallard Pt. Gainesville, GA 30501 WI27D Mark A. Wierson IRA 3.0000 3,000.00 9825 Iltis Drive Des Moines, IA 50322 WI549 Harmon Willard 10.0000 10,000.00 3110 Marlynn Street Carmichael, CA 95608 WI550 Dorman E. & Helen A. Williams 5.0000 5,000.00 Trustees u/a/d 10-9-84 FBO Dorman E. & Helen A. Williams Trust 7596 17th Lane No. St. Petersburg, FL 33702 WI572 Garrett J. Williamson IRA 2.0000 2,000.00 8281 Juanita Dr. Olive Branch, MS 38654 WI575 Julie W. Wilson IRA 2.0000 2,000.00 17 Ridgemere Trce NE Atlanta, GA 30328-4847 WI593 Evelyn Wimmer IRA 20.0000 20,000.00 7440 S. Ocean Drive Apt A224 Jensen Beach, FL 34957-2022 WI59I Wilson Brock & Irby, L.L.C. 11.6000 11,600.00 401(k) Plan FBO Richard W. Wilson, Jr. dated 5/19/95 Overlook 1, Suite 700 2849 Paces Ferry Road Atlanta, GA 30339 WI610 Winchester Partners 10.0000 10,000.00 James G. Stensby 660 Tri Cities Farm Road Winchester, TN 37398 WI611 Norman C. & L. Ann Wingerd 40.0000 40,000.00 16 Cavaleade Circle Sacramento, CA 95831 WO570 Jerry L. Wolfe IRA 4.0000 4,000.00 91 N. Grove Park Road Memphis, TN 38117 WO590 H. H. WOMMACK III 1.0000 .00 P. O. Box 2196 MIDLAND, TX 79702 WO624 William E. & Jean Wood 5.0000 5,000.00 4963 Churnak Cove Memphis, TN 38118 WO625 Thomas E. Wood IRA 2.0000 2,000.00 Route 11 Lynn Dr. Taylors, SC 29687 YE760 June Yerby Trust 6.0000 6,000.00 U/A dated 10-31-79 11338 King Overland Park, KS 66210 YO250 New River Internal Medicine 10.0000 10,000.00 FBO Donald E. Yoder Voluntary Profit Sharing Plan 2460 Lee Highway Pulaski, VA 24301 YO761 Clyde York 5.0000 5,000.00 938 Strongbox Lane N. Fort Meyes, FL 33917 YO840 David Young IRA 2.0000 2,000.00 1971 Granite Hills Drive El Cajon, CA 92019 YO85C Alice C. Young 4.0000 4,000.00 1816 Bedfordshire Drive Decatur, GA 30033 YO860 S.M. & Frances C. Young 10.0000 10,000.00 537 Tower Ketchikan, AK 99901 ZE430 Willard G. & Thelma Zeiler 5.0000 5,000.00 315 W. Walnut El Sequndo, CA 90245 ZE611 Arpine M. Norian IRA 6.5360 6,536.00 1355 Ana Maria Circle Port Orange, FL 32119 ZI270 Ralph P. Ziegler 4.0000 4,000.00 4504 Adams Street Kansas City, KS 66103-3415 ZI612 David S. Zinn 5.0000 5,000.00 David S. Zinn Law Firm Glen Echo Building, Ste. 102 2000 Glen Echo Road Nashville, TN 37215 892 Total Investors 7,500.1390 7,499,139.00 -----END PRIVACY-ENHANCED MESSAGE-----