SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM
----------------- TO -----------------
COMMISSION FILE NUMBER: 1-7884
MESA ROYALTY TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 74-6284806
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
CORPORATE TRUST DIVISION
712 MAIN STREET
HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(713) 216-5100
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No ____
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
As of November 10, 1996 -- 1,863,590 Units of Beneficial Interest in Mesa
Royalty Trust.
================================================================================
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MESA ROYALTY TRUST
STATEMENTS OF DISTRIBUTABLE INCOME
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------- ----------------------------
1996 1995 1996 1995
------------- ------------- ------------- -------------
Royalty income....................... $ 1,862,495 $ 1,315,134 $ 6,120,807 $ 4,860,188
Interest income...................... 21,007 17,309 71,247 59,086
General and administrative expense... (40,853) (7,602) (64,083) (50,459)
------------- ------------- ------------- -------------
Distributable income............ $ 1,842,649 $ 1,324,841 $ 6,127,971 $ 4,868,815
============= ============= ============= =============
Distributable income per unit... $ .9887 $ .7109 $ 3.2883 $ 2.6126
============= ============= ============= =============
STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- ------------
(UNAUDITED)
ASSETS
Cash and short-term investments...... $ 1,821,642 $ 1,075,495
Interest receivable.................. 21,007 13,172
Net overriding royalty interest in
oil and gas properties............. 42,498,034 42,498,034
Accumulated amortization............. (24,571,023) (22,871,195)
------------- ------------
$ 19,769,660 $20,715,506
============= ============
LIABILITIES AND TRUST CORPUS
Distributions payable................ $ 1,842,649 $ 1,088,667
Trust corpus (1,863,590 units of
beneficial interest
authorized and outstanding)........ 17,927,011 19,626,839
------------- ------------
$ 19,769,660 $20,715,506
============= ============
(The accompanying notes are an integral part of these financial statements.)
1
MESA ROYALTY TRUST
STATEMENTS OF CHANGES IN TRUST CORPUS
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------ ------------------------------
1996 1995 1996 1995
-------------- -------------- -------------- --------------
Trust corpus, beginning of
period............................. $ 18,439,678 $ 20,782,905 $ 19,626,839 $ 21,982,041
Distributable income............ 1,842,649 1,324,841 6,127,971 4,868,815
Distributions to
unitholders.................. (1,842,649) (1,324,841) (6,127,971) (4,868,815)
Amortization of net overriding
royalty interest............. (512,667) (555,031) (1,699,828) (1,754,167)
-------------- -------------- -------------- --------------
Trust corpus, end of period.......... $ 17,927,011 $ 20,227,874 $ 17,927,011 $ 20,227,874
============== ============== ============== ==============
(The accompanying notes are an integral part of these financial statements.)
2
MESA ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 -- TRUST ORGANIZATION
The Mesa Royalty Trust (the "Trust") was created on November 1, 1979 when
Mesa Petroleum Co. conveyed to the Trust a 90% net profits overriding royalty
interest (the "Royalty") in certain producing oil and gas properties located in
the Hugoton field of Kansas, the San Juan Basin field of New Mexico and Colorado
and the Yellow Creek field of Wyoming (collectively, the "Royalty Properties").
Mesa Petroleum Co. was the predecessor to Mesa Limited Partnership ("MLP") which
was the predecessor to MESA Inc. On April 30, 1991, MLP sold its interests in
the Royalty Properties located in the San Juan Basin field to Conoco Inc.
("Conoco"), a wholly-owned subsidiary of E. I. duPont de Nemours & Company.
Conoco sold the portion of its interests in the San Juan Basin Royalty
Properties located in Colorado to MarkWest Energy Partners, Ltd. (effective
January 1, 1993) and Red Willow Production Company (effective April 1, 1992). On
October 26, 1994, MarkWest Energy Partners, Ltd. sold substantially all of its
interest in the Colorado San Juan Basin Royalty Properties to Amoco Production
Company ("Amoco"), a subsidiary of Amoco Corp. The Hugoton Royalty Properties
are operated by Mesa Operating Co., a subsidiary of MESA Inc. The San Juan Basin
Royalty Properties located in New Mexico are operated by Conoco. The San Juan
Basin Royalty Properties located in Colorado are operated by Amoco. As used in
this report, the term "Mesa" generally refers to the operator of the Hugoton
Royalty Properties, Conoco refers to the operator of the San Juan Basin Royalty
Properties, other than the portion of such properties located in Colorado, and
Amoco refers to the operator of the Colorado San Juan Basin Royalty Properties,
unless otherwise indicated. The terms "working interest owner" and "working
interest owners" generally refer to the operators of the Royalty Properties as
described above, unless the context in which such terms are used indicates
otherwise.
NOTE 2 -- BASIS OF PRESENTATION
The accompanying unaudited financial information has been prepared by Texas
Commerce Bank National Association ("Trustee") in accordance with the
instructions to Form 10-Q, and the Trustee believes such information includes
all the disclosures necessary to make the information presented not misleading.
The information furnished reflects all adjustments which are, in the opinion of
the Trustee, necessary for a fair presentation of the results for the interim
periods presented. The financial information should be read in conjunction with
the financial statements and notes thereto included in the Trust's 1995 Annual
Report on Form 10-K.
The Mesa Royalty Trust Indenture was amended in 1985, the effect of which
was an overall reduction of approximately 88.56% in the size of the Trust;
therefore, the Trust is now entitled each month to receive 90% of 11.44% of the
net proceeds for the preceding month. Generally, net proceeds means the excess
of the amounts received by the working interest owners from sales of oil and gas
from the Royalty Properties over operating and capital costs incurred.
The financial statements of the Trust are prepared on the following basis:
(a) Royalty income recorded for a month is the amount computed and
paid by the working interest owners to the Trustee for such month rather
than either the value of a portion of the oil and gas produced by the
working interest owners for such month or the amount subsequently
determined to be the Trust's proportionate share of the net proceeds for
such month;
3
MESA ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
(b) Interest income, interest receivable, and distributions payable to
unitholders include interest to be earned from the balance sheet date
through the next distribution date;
(c) Trust general and administration expenses, net of reimbursements,
are recorded in the month they accrue;
(d) Amortization of the net overriding royalty interests, which is
calculated on a unit-of-production basis, is charged directly to trust
corpus since such amount does not affect distributable income; and
(e) Distributions payable are determined on a monthly basis and are
payable to unitholders of record as of the last business day of each month
or such other day as the Trustee determines is required to comply with
legal or stock exchange requirements. However, cash distributions are made
quarterly in January, April, July and October, and include interest earned
from the monthly record dates to the date of distribution.
This basis for reporting royalty income is thought to be the most
meaningful because distributions to the unitholders for a month are based on net
cash receipts for such month. However, these statements differ from financial
statements prepared in accordance with generally accepted accounting principles
in several respects. Under such principles, royalty income for a month would be
based on net proceeds for such month without regard to when calculated or
received and interest income would include interest earned during the period
covered by the financial statements and would exclude interest from the period
end to the date of distribution.
4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-Q includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical facts included in this Form 10-Q, including without
limitation the statements under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" regarding the financial position
of MESA Inc., are forward-looking statements. Although the Working Interest
Owners have advised the Trust that they believe that the expectations reflected
in the forward-looking statements contained herein are reasonable, no assurance
can be given that such expectations will prove to have been correct. Important
factors that could cause actual results to differ materially from expectations
("Cautionary Statements") are disclosed in this Form 10-Q, including without
limitation in conjunction with the forward-looking statements included in this
Form 10-Q. All subsequent written and oral forward-looking statements
attributable to the Trust or persons acting on its behalf are expressly
qualified in their entirety by the Cautionary Statements.
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SUMMARY OF ROYALTY INCOME AND AVERAGE PRICES
(UNAUDITED)
Royalty income is computed after deducting the Trust's proportionate share
of capital costs, operating costs and interest on any cost carryforward from the
Trust's proportionate share of "Gross Proceeds," as defined in the Royalty
conveyance. The following unaudited summary illustrates the net effect of the
components of the actual Royalty computation for the periods indicated.
THREE MONTHS ENDED SEPTEMBER 30,
---------------------------------------------------------
1996 1995
--------------------------- ---------------------------
OIL, OIL,
CONDENSATE CONDENSATE
NATURAL AND NATURAL NATURAL AND NATURAL
GAS GAS LIQUIDS GAS GAS LIQUIDS
------------ ------------ ------------ ------------
The Trust's proportionate share of
Gross Proceeds(1).................. $ 2,161,742 $ 647,091 $ 1,463,728 $ 534,908
Less the Trust's proportionate share
of:
Capital costs recovered(2)...... (34,115) -- (44,542) --
Operating costs................. (862,671) (41,298) (590,088) (40,438)
Interest on cost carryforward... (8,254) -- (8,434) --
------------ ------------ ------------ ------------
Royalty income....................... $ 1,256,702 $ 605,793 $ 820,664 $ 494,470
============ ============ ============ ============
Average sales price.................. $ 2.32 $ 13.21 $ 1.22 $ 10.62
============ ============ ============ ============
(Mcf) (Bbls) (Mcf) (Bbls)
Net production volumes attributable
to the Royalty..................... 571,878 45,854 653,942 46,689
============ ============ ============ ============
NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------------------------------
1996 1995
--------------------------- ---------------------------
OIL, OIL,
CONDENSATE CONDENSATE
NATURAL AND NATURAL NATURAL AND NATURAL
GAS GAS LIQUIDS GAS GAS LIQUIDS
------------ ------------ ------------ ------------
The Trust's proportionate share of
Gross Proceeds(1).................. $ 6,854,205 $ 2,038,681 $ 5,159,952 $ 1,803,374
Less the Trust's proportionate share
of:
Capital costs recovered(2)...... (187,053) -- (103,732) --
Operating costs................. (2,435,086) (123,992) (1,840,601) (133,431)
Interest on cost carryforward... (25,948) -- (25,374) --
------------ ------------ ------------ ------------
Royalty income....................... $ 4,206,118 $ 1,914,689 $ 3,190,245 $ 1,669,943
============ ============ ============ ============
Average sales price.................. $ 1.89 $ 12.77 $ 1.35 $ 10.80
============ ============ ============ ============
(Mcf) (Bbls) (Mcf) (Bbls)
Net production volumes attributable
to the Royalty..................... 2,223,821 149,907 2,277,232 155,034
============ ============ ============ ============
- ------------
(1) Gross Proceeds from natural gas liquids attributable to the Hugoton and San
Juan Basin properties are net of a volumetric in-kind processing fee
retained by Mesa and Conoco, respectively.
(2) Capital costs recovered represents capital costs incurred during the current
or prior periods to the extent that such costs have been recovered by the
working interest owners from current period Gross Proceeds. Cost
carryforward represents capital costs incurred during the current or prior
periods which will be recovered from future period Gross Proceeds. The cost
carryforward resulting from the Fruitland Coal drilling program was $467,784
and $436,541 at September 30, 1996 and September 30, 1995, respectively. The
cost carryforward at September 30, 1996 and September 30, 1995 relate solely
to the San Juan Basin Colorado properties.
6
THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
The distributable income of the Trust for a period includes the royalty
income received from the working interest owners during such period, plus
interest income earned to the date of distribution. Trust administration
expenses are deducted in the computation of distributable income. Distributable
income for the quarter ended September 30, 1996 was $1,842,649, representing
$.9887 per unit, compared to $1,324,841, representing $.7109 per unit, in the
third quarter of 1995. Based on 1,863,590 units outstanding for the quarters
ended September 30, 1996 and 1995, respectively, the per unit distributions were
as follows:
1996 1995
--------- ---------
July................................. $ .3361 $ .2689
August............................... .3153 .2733
September............................ .3373 .1687
--------- ---------
$ .9887 $ .7109
========= =========
HUGOTON FIELD
Mesa has advised the Trust that since June 1, 1995 natural gas produced
from the Hugoton field has generally been sold under short-term and multi-month
contracts at market clearing prices to multiple purchasers including Western
Resources, Inc. ("WRI"), Westar Gas Marketing, Inc., Missouri Gas Energy and
Noram Energy Services, Inc. Mesa expects to continue to market gas production
from the Hugoton field under short-term and multi-month contracts.
In June 1994, Mesa entered into a Gas Transportation Agreement with WRI
("Gas Transportation Agreement") for a primary term of five years commencing
June 1, 1995 and ending June 1, 2000, but which may be continued in effect
year-to-year thereafter. Pursuant to the Gas Transportation Agreement, WRI
agreed to compress and transport up to 160 MMcf per day of gas and redeliver
such gas to Mesa at the inlet of Mesa's Santanta Plant. Mesa agreed to pay WRI a
fee of $0.06 per Mcf escalating 4% annually as of June 1, 1996.
Royalty income attributable to the Hugoton Royalty increased to $1,526,343
in the third quarter of 1996 as compared to $1,025,956 in the third quarter of
1995 primarily due to higher natural gas prices. The average price received in
the third quarter of 1996 for natural gas sold from the Hugoton Royalty
properties was $2.63 per Mcf, compared to $1.33 per Mcf during the same period
in 1995. Net production attributable to the Hugoton Royalty was 395,209 Mcf of
natural gas and 37,321 barrels of natural gas liquids in the third quarter of
1996 as compared to 457,623 Mcf of natural gas and 39,669 barrels of natural gas
liquids in the third quarter of 1995.
Allowable rates of production in the Hugoton field are set by the Kansas
Corporation Commission (the "KCC") based on the level of market demand. The KCC
has set the Hugoton field allowable for the period October 1, 1996 through March
31, 1997, at 232 billion cubic feet of gas, compared with 242 billion cubic feet
of gas during the same period last year.
In addition, MESA Inc. has advised the Trust that its independent public
accountants included a going concern paragraph in their report on its 1995
financial statements. The going concern paragraph refers to MESA Inc.'s then
current financial forecasts, which indicated that MESA Inc. would be unable to
fund required debt principal and interest obligations due in June 1996 with cash
flows from operating activities, available cash, and investment balances. In
fact, MESA Inc. had sufficient available cash and investment balances at June
30, 1996 to meet its obligations.
7
On April 29, 1996, MESA Inc. signed a definitive agreement with a
partnership controlled by Rainwater, Inc. to recapitalize MESA Inc. with a $265
million equity infusion and a refinancing of substantially all of MESA Inc.'s
remaining debt. The proposed transaction was approved by MESA Inc.'s
stockholders at a special meeting held June 25, 1996 and the equity infusion and
the refinancing of substantially all of MESA Inc.'s debt was completed in August
1996. As a result, MESA Inc. expects it will have sufficient cash flows from
operating activities and cash balances to fund its required debt principal and
interest obligations in the forseeable future.
SAN JUAN BASIN
Royalty income from the San Juan Basin Royalty Properties is calculated and
paid to the Trust on a state-by-state basis. The Royalty income from the San
Juan Basin Royalty Properties located in New Mexico was $336,152 during the
third quarter of 1996 as compared with $289,178 in the third quarter of 1995.
The increase in San Juan Basin royalty income between the third quarter of 1996
and the third quarter of 1995 was primarily a result of higher natural gas
prices. The average price received in the third quarter of 1996 for natural gas
sold from the San Juan Basin Royalty Properties was $1.23 per Mcf, compared to
$1.08 per Mcf during the same period in 1995. Net production attributable to the
San Juan Basin Royalty was 176,699 Mcf of natural gas and 8,483 barrels of
natural gas liquids in the third quarter of 1996 compared to 196,319 Mcf of
natural gas and 7,020 barrels of natural gas liquids in the third quarter of
1995. No royalty income was received from the San Juan Basin Royalty Properties
located in Colorado for the third quarter of 1996 or 1995, as costs associated
with the Fruitland Coal drilling on such properties have not been fully
recovered.
The Trust's interest in the San Juan Basin Royalty Properties was conveyed
from Mesa's working interest in 31,328 net producing acres in northwestern New
Mexico and southwestern Colorado. The San Juan Basin New Mexico reserves
represent approximately 19% of the Trust's reserves. Mesa completed the sale of
its underlying interest in the San Juan Basin Royalty Properties to Conoco on
April 30, 1991. Conoco subsequently sold its underlying interest in the Colorado
portion of the San Juan Basin Royalty Properties to MarkWest Energy Partners,
Ltd. (effective January 1, 1993) and Red Willow Production Company (effective
April 1, 1992). On October 26, 1994, MarkWest Energy Partners, Ltd. sold
substantially all of its interests in the Colorado San Juan Basin Royalty
Properties to Amoco. The San Juan Basin Royalty Properties located in Colorado
account for approximately 5% of the Trust's reserves.
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
Distributable income increased to $6,127,971 for the nine months ended
September 30, 1996 as compared to $4,868,815 for the same period in 1995 due
primarily to higher natural gas prices.
HUGOTON FIELD
Royalty income attributable to the Hugoton Royalty Properties increased to
$5,082,668 for the nine months ended September 30, 1996, from $3,681,245 for the
same period in 1995. This increase is primarily due to higher natural gas
prices. The average price received in the first nine months of 1996 for natural
gas sold from the Hugoton Royalty Properties increased to $2.10 per Mcf,
compared to $1.49 per Mcf during the same period in 1995. In addition, net
production attributable to the Hugoton Royalty Properties was 1,684,395 Mcf of
natural gas and 121,976 barrels of natural gas liquids in the first nine months
of 1996 compared to 1,526,006 Mcf of natural gas and 131,788 barrels of natural
gas liquids in the first nine months of 1995.
8
SAN JUAN BASIN
Royalty income attributable to the New Mexico San Juan Basin Royalty
Properties decreased to $1,038,140 for the first nine months of 1996 from
$1,178,943 in royalty income in the first nine months of 1995 primarily as a
result of decreased natural gas production. Net production attributable to the
San Juan Basin Royalty Properties was 539,426 Mcf of natural gas and 27,931
barrels of natural gas liquids in the first nine months of 1996 compared to
751,226 Mcf of natural gas and 23,246 barrels of natural gas liquids in the
first nine months of 1995. This decrease in production was primarily due to a
natural decline in the productive capacity of these properties. The average
price received in the first nine months of 1996 for natural gas sold from the
San Juan Basin Royalty Properties was $1.24 per Mcf, compared to $1.22 per Mcf
during the same period in 1995. No royalty income was received from the Colorado
San Juan Basin Royalty Properties for the first nine months of 1996 or 1995, as
costs associated with Fruitland Coal drilling on such properties have not been
fully recovered.
In April 1990, the working interest owner began drilling for coalbed
methane gas in the Fruitland Coal formation of the San Juan Basin. The Fruitland
Coal formation has been identified as one of the most prolific sources of U.S.
coalbed methane reserves. The Trust owns an interest in 26,700 gross acres
(25,400 net acres) with Fruitland Coal potential. The working interest owner has
advised the Trust that it operates 40 (22.9 net) Fruitland Coal wells on Trust
properties. Of such wells, 37 (21.7 net) are producing at a combined gross rate
of approximately 77.5 (43.2 net) MMcf per day.
The gas that is currently being produced from the San Juan Basin Royalty
Properties is being sold primarily on the spot market. Conoco has advised the
Trust that it will also consider selling some of the gas produced from these
wells pursuant to longer term contracts at spot market prices.
Conoco has informed the Trust that it believes the production from the
Fruitland Coal formation will generally qualify for the tax credits provided
under Section 29 of the Internal Revenue Code of 1986, as amended. Thus,
unitholders are potentially eligible to claim their share of the tax credit
attributable to this qualifying production. Each unitholder should consult his
tax advisor regarding the limitations and requirements for claiming this tax
credit.
FEDERAL INCOME TAX MATTERS
Information for computing the federal income tax consequences of owning
Trust units during 1996 will be mailed to Unitholders during the first quarter
of 1997.
9
PART II -- OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
(Asterisk indicates exhibit previously filed with the Securities and Exchange
Commission and incorporated herein by reference.)
SEC FILE
OR
REGISTRATION EXHIBIT
NUMBER NUMBER
------------- --------
4(a) *Mesa Royalty Trust Indenture between Mesa Petroleum Co. and Texas
Commerce Bank National Association, as Trustee, dated November 1,
1979.................................................................... 2-65217 1(a)
4(b) *Overriding Royalty Conveyance between Mesa Petroleum Co. and Texas
Commerce Bank, as Trustee, dated November 1, 1979....................... 2-65217 1(b)
4(c) *First Amendment to the Mesa Royalty Trust Indenture dated as of March
14, 1985 (Exhibit 4(c) to Form 10-K for year ended December 31, 1984 of
Mesa Royalty Trust)..................................................... 1-7884 4(c)
4(d) *Form of Assignment of Overriding Royalty Interest, effective April 1,
1985, from Texas Commerce Bank National Association, as Trustee, to MTR
Holding Co. (Exhibit 4(d) to Form 10-K for year ended December 31, 1984
of Mesa Royalty Trust).................................................. 1-7884 4(d)
4(e) *Purchase and Sale Agreement, dated March 25, 1991, by and among Mesa
Limited Partnership, Mesa Operating Limited Partnership and
Conoco, as amended on April 30, 1991 (Exhibit 4(e) to Form
10-K for year ended December 31, 1991 of Mesa Royalty Trust)............ 1-7884 4(e)
10(h) *Gas Transportation Agreement dated as of June 14, 1994 by and between
Mesa Operating Co. and Western Resources, Inc. (Exhibit 10(h) to Form
10-Q for quarter ended March 31, 1995 of Mesa Royalty Trust)............ 1-7884 10(h)
27 Financial Data Schedule
(B) REPORTS ON FORM 8-K
None.
10
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
MESA ROYALTY TRUST
TEXAS COMMERCE BANK
By NATIONAL ASSOCIATION
TRUSTEE
By /s/ PETE FOSTER
PETE FOSTER
SENIOR VICE PRESIDENT & TRUST OFFICER
Date: November 13, 1996
The Registrant, Mesa Royalty Trust, has no principal executive officer,
principal financial officer, board of directors or persons performing similar
functions. Accordingly, no additional signatures are available and none have
been provided.
11