SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998 [ ]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 OF INCORPORATION (I.R.S. EMPLOYER OR ORGANIZATION) IDENTIFICATION NO.) CHASE BANK OF TEXAS, NATIONAL ASSOCIATION CORPORATE TRUST DIVISION 712 MAIN STREET HOUSTON, TEXAS 77002 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (713) 216-6369 (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 August 10, 1998 -- 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 SIX MONTHS ENDED JUNE 30, JUNE 30, ---------------------------- ---------------------------- 1998 1997 1998 1997 ------------- ------------- ------------- ------------- Royalty income....................... $ 1,620,266 $ 1,648,915 $ 3,803,345 $ 5,511,830 Interest income...................... 20,393 15,915 45,873 56,691 General and administrative expense... (7,581) (12,190) (26,631) (18,578) ------------- ------------- ------------- ------------- Distributable income............ $ 1,633,078 $ 1,652,640 $ 3,822,587 $ 5,549,943 ============= ============= ============= ============= Distributable income per unit... $ .8763 $ .8868 $ 2.0512 $ 2.9780 ============= ============= ============= ============= STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS JUNE 30, DECEMBER 31, 1998 1997 ------------ ------------ (UNAUDITED) ASSETS Cash and short-term investments...... $ 1,612,685 $ 2,071,790 Interest receivable.................. 20,393 32,350 Net overriding royalty interest in oil and gas properties............. 42,498,034 42,498,034 Accumulated amortization............. (27,846,743) (26,985,308) ------------ ------------ $ 16,284,369 $ 17,616,866 ============ ============ LIABILITIES AND TRUST CORPUS Distributions payable................ $ 1,633,078 $ 2,104,140 Trust corpus (1,863,590 units of beneficial interest authorized and outstanding)........ 14,651,291 15,512,726 ------------ ------------ $ 16,284,369 $ 17,616,866 ============ ============ (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 SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------------ ------------------------------ 1998 1997 1998 1997 -------------- -------------- -------------- -------------- Trust corpus, beginning of period.... $ 15,071,258 $ 16,876,898 $ 15,512,726 $ 17,414,537 Distributable income............ 1,633,078 1,652,640 3,822,587 5,549,943 Distributions to unitholders.... (1,633,078) (1,652,640) (3,822,587) (5,549,943) Amortization of net overriding royalty interest............. (419,967) (480,412) (861,435) (1,018,051) -------------- -------------- -------------- -------------- Trust corpus, end of period.......... $ 14,651,291 $ 16,396,486 $ 14,651,291 $ 16,396,486 ============== ============== ============== ============== (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"), 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. Until August 7, 1997, MESA Inc. operated the Hugoton Royalty Properties through Mesa Operating Co. ("Mesa"), a subsidiary of MESA Inc. On August 7, 1997, MESA Inc. merged with and into Pioneer Natural Resources Company ("Pioneer"), formerly a wholly owned subsidiary of MESA Inc., and Parker & Parsley Petroleum Company merged with and into Pioneer Natural Resources USA, Inc. (successor to Mesa Operating Co.), a wholly owned subsidiary of Pioneer ("PNR") (collectively, the mergers are referred to herein as the "Merger"). Subsequent to the Merger, the Hugoton Royalty Properties are operated by PNR. 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, PNR 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 Chase Bank of Texas, 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 1997 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. 3 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; (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 administrative 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" 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 and in the Trust's Form 10-K, 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. INFORMATION SYSTEMS FOR THE YEAR 2000 Pioneer has stated that it will be required to modify its information systems in order to accurately process data referencing the year 2000. Because of the importance of occurrence dates in the oil and gas industry, the consequences of not pursuing these modifications could be very significant to Pioneer's ability to manage and report operating activities. Pioneer has contracted with third parties to perform the software programming changes necessary to correct any existing deficiencies. Pioneer has stated that the costs to the Trust should not have a material financial impact on the Trust. Pioneer has stated that such programming changes are anticipated to be completed and tested by March 1, 1999. Conoco has essentially completed the inventory and assessment phases and has entered the remediation and testing phases of its plan to become year 2000-capable. Their target for completing year 2000 modifications is mid-1999; however, additional refinements and testing may continue through the end of 1999. Conoco expects that the costs will not have a material financial impact on the Trust. However, Conoco cannot reasonably estimate the potential impact on its financial condition and operations if key third parties, including governments, do not become year 2000-capable on a timely basis. Conoco is working through various trade associations as well as communicating directly with its significant suppliers and customers to determine their year 2000 capability. In addition, Conoco has begun contingency planning to handle potential disruptions in electrical, telecommunications, transportation and distribution services. There can be no guarantee that these efforts will prevent the failure of third parties to become year 2000 capable from having a material adverse affect on Conoco's financial condition or operations. The Corporate Trustee has also undertaken a firmwide initiative to address the year 2000 issue. The Corporate Trustee does not believe that the year 2000 will materially affect its ability to perform its functions on behalf of the Trust or have a material financial impact on the Trust. However, there can be no guarantee that the systems of other companies, on which the Corporate Trust's systems rely, will be timely converted or that a failure to convert by another company or a conversion that is incompatible with the Corporate Trustee's systems will not have a material adverse effect on the Trust. 5 SUMMARY OF ROYALTY INCOME AND AVERAGE PRICES 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 JUNE 30, ----------------------------------------------------------- 1998 1997 ---------------------------- ---------------------------- 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).................. $ 2,135,934 $ 438,436 $ 1,991,448 $ 621,214 Less the Trust's proportionate share of: Capital costs recovered(2)...... (154,400) -- (72,594) -- Operating costs................. (769,130) (21,644) (843,368) (38,938) Interest on cost carryforward... (8,930) -- (8,847) -- ------------- ------------ ------------- ------------ Royalty income....................... $ 1,203,474 $ 416,792 $ 1,066,639 $ 582,276 ============= ============ ============= ============ Average sales price.................. $ 2.02 $ 11.02 $ 1.77 $ 13.89 ============= ============ ============= ============ (Mcf) (Bbls) (Mcf) (Bbls) Net production volumes attributable to the Royalty..................... 596,505 37,805 602,621 41,935 ============= ============ ============= ============ SIX MONTHS ENDED JUNE 30, ----------------------------------------------------------- 1998 1997 ---------------------------- ---------------------------- 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).................. $ 4,815,049 $ 980,017 $ 6,032,327 $ 1,576,696 Less the Trust's proportionate share of: Capital costs recovered(2)...... (378,874) -- (141,027) -- Operating costs................. (1,507,947) (86,992) (1,858,659) (79,813) Interest on cost carryforward... (17,908) -- (17,694) -- ------------- ------------ ------------- ------------ Royalty income....................... $ 2,910,320 $ 893,025 $ 4,014,947 $ 1,496,883 ============= ============ ============= ============ Average sales price.................. $ 2.22 $ 12.04 $ 2.53 $ 17.22 ============= ============ ============= ============ (Mcf) (Bbls) (Mcf) (Bbls) Net production volumes attributable to the Royalty..................... 1,308,247 74,144 1,581,289 86,921 ============= ============ ============= ============ - ------------ (1) Gross Proceeds attributable to natural gas liquids for the Hugoton and San Juan Basin Royalty Properties are net of a volumetric in-kind processing fee retained by PNR 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 $477,841 and $455,725 at June 30, 1998 and June 30, 1997 which relate solely to the San Juan Basin Colorado properties. 6 THREE MONTHS ENDED JUNE 30, 1998 AND 1997 The distributable income of the Trust 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 June 30, 1998 was $1,633,078, representing $.8763 per unit, compared to $1,652,640, representing $.8868 per unit, for the quarter ended June 30, 1997. Based on 1,863,590 units outstanding for the quarters ended June 30, 1998 and 1997, respectively, the per unit distributions were as follows: 1998 1997 --------- --------- April................................ $ .3333 $ .3958 May.................................. .2870 .2219 June................................. .2560 .2691 --------- --------- $ .8763 $ .8868 ========= ========= HUGOTON FIELD PNR has advised the Trust that since June 1, 1995 natural gas produced from the Hugoton field has generally been sold under short-term contracts at market clearing prices to multiple purchasers including Western Resources, Inc. ("WRI"), OnEok, formerly Western Gas Marketing, Amoco Production Company, and Anadarko Energy Services, Inc. PNR expects to continue to market gas production from the Hugoton field under short-term and multi-month contracts. Overall market prices received for natural gas from the Hugoton Royalty Properties were higher in the second quarter of 1998 compared to the second quarter of 1997. In June 1994, PNR 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 has agreed to compress and transport up to 160 MMcf per day of gas and redeliver such gas to PNR at the inlet of PNR's Satanta Plant. PNR has 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 $1,117,167 in the second quarter of 1998, as compared to $1,059,859 in the second quarter of 1997 primarily due to higher average natural gas sales prices. The average price received in the second quarter of 1998 for natural gas and natural gas liquids sold from the Hugoton field was $2.09 per Mcf and $10.72 per barrel, respectively, compared to $1.77 per Mcf and $13.85 per barrel during the same period in 1997. In addition, net production attributable to the Hugoton Royalty was 390,690 Mcf of natural gas and 28,043 barrels of natural gas liquids in the second quarter of 1998 compared to 347,723 Mcf of natural gas and 32,086 barrels of natural gas liquids in the second quarter of 1997. Changes in production attributable to the Hugoton Royalty were due to normal fluctuations. 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 April 1, 1998 through September 30, 1998, at 214.6 billion cubic feet of gas, compared with 223 billion cubic feet of gas during the same period last year. 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 the state of New Mexico decreased to $503,099 during the second quarter of 1998 as compared with $589,056 in the second quarter of 1997 due to lower natural gas production and lower average natural gas liquids prices. No Royalty income was received from the San Juan Basin Royalty Properties 7 located in Colorado for the second quarter of 1998 or 1997, as costs associated with the Fruitland Coal drilling on such properties have not been fully recovered. Net production attributable to the San Juan Basin Royalty was 205,815 Mcf of natural gas and 9,762 barrels of natural gas liquids in the second quarter of 1998 as compared to 254,898 Mcf of natural gas and 9,849 barrels of natural gas liquids in the second quarter of 1997. The average price received in the second quarter of 1998 for natural gas sold from the San Juan Basin was $1.88 per Mcf, compared to $1.77 per Mcf during the same period in 1997. The Trust's interest in the San Juan Basin was conveyed from PNR'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 36% of the Trust's reserves. PNR 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 interest in the Colorado San Juan Basin Royalty Properties to Amoco. The San Juan Basin Royalty Properties located in Colorado account for less than 5% of the Trust's reserves. SIX MONTHS ENDED JUNE 30, 1998 AND 1997 Distributable income decreased to $3,822,587 for the six months ended June 30, 1998 from $5,549,943 for the same period in 1997. HUGOTON FIELD Royalty income attributable to the Hugoton Royalty Properties decreased to $2,618,041 for the six months ended June 30, 1998 from $3,529,988 for the same period in 1997 primarily due to lower natural gas and natural gas liquids production and as well as lower average prices. The average price received in the first six months of 1998 for natural gas sold from the Hugoton field was $2.29 per Mcf, compared to $2.66 per Mcf during the same period in 1997. SAN JUAN BASIN Royalty income attributable to the New Mexico San Juan Basin Royalty Properties decreased to $1,185,304 for the first six months of 1998 compared to $1,981,842 in the first six months of 1997 primarily as a result of decreased average natural gas and natural gas liquids prices. The average price received in the first six months of 1998 for natural gas sold from the San Juan Basin was $2.10 per Mcf, compared to $2.38 per Mcf during the same period in 1997. No Royalty income was received from San Juan Basin Royalty Properties located in Colorado for the six months ended June 30, 1998 and 1997, as costs associated with Fruitland Coal drilling on such properties have not been fully recovered. The gas that is currently being produced from the San Juan Basin Royalty Properties is being sold primarily on the spot market. No distributions related to the Colorado portion of the San Juan Basin Royalty have been made since 1990, as the costs of the Fruitland Coal drilling in Colorado have not yet been recovered. The San Juan Basin development drilling program has no effect on Royalty income or distributions relating to the Hugoton Royalty. 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. 8 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) 27 Financial Data Schedule (B) REPORTS ON FORM 8-K No reports on Form 8-K were filed with the Securities and Exchange Commission by the Trust during the second quarter of 1998. 9 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 CHASE BANK OF TEXAS, By NATIONAL ASSOCIATION TRUSTEE By /s/ PETE FOSTER PETE FOSTER SENIOR VICE PRESIDENT & TRUST OFFICER Date: August 10, 1998 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. 10 INDEX TO EXHIBITS 4(a) *Mesa Royalty Trust Indenture between Mesa Petroleum Co. and Texas Commerce Bank National Association, as Trustee, dated November 1, 1979 4(b) *Overriding Royalty Conveyance between Mesa Petroleum Co. and Texas Commerce Bank, as Trustee, dated November 1, 1979 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) 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) 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) 27 Financial Data Schedule