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 March 31, 1996
--------------
OR
_____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition period _________________ to _________________
Commission File Number 0-22650
-------
PETROCORP INCORPORATED
(Exact name of registrant as specified in its charter)
Texas 76-0380430
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
16800 Greenspoint Park Drive 77060-2391
Suite 300, North Atrium (Zip Code)
Houston, Texas
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (713) 875-2500
Not Applicable
(Former Name, Former Address and Former Fiscal Year,
if changed since last report)
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 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
stock, as of April 30, 1996:
Common Stock, $.01 per value 8,584,519
---------------------------- ---------
(Title of Class) (Number of Shares Outstanding)
PETROCORP INCORPORATED
INDEX
-----
PAGE NO.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated Balance Sheet at March 31, 1996 and
December 31, 1995 1
Consolidated Statement of Operations for the quarters
ended March 31, 1996 and 1995 2
Consolidated Statement of Cash Flows for the quarters
ended March 31, 1996 and 1995 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
PART II. OTHER INFORMATION 11
SIGNATURES 12
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
PETROCORP INCORPORATED
CONSOLIDATED BALANCE SHEET
(dollar amounts in thousands)
MARCH 31, DECEMBER 31,
1996 1995
--------- ------------
ASSETS (UNAUDITED)
Current assets:
Cash and cash equivalents $ 13,660 $ 11,764
Accounts receivable, net 11,165 7,632
Other current assets 852 1,433
-------- --------
Total current assets 25,677 20,829
-------- --------
Property, plant and equipment:
Oil and gas properties, at cost, full cost method, net of
accumulated depreciation, depletion and amortization 79,208 79,667
Unproved properties not subject to depletion 4,718 4,406
Plant and related facilities, net 6,193 6,389
Other, net 2,320 3,128
-------- --------
92,439 93,590
-------- --------
Other assets, net 382 420
-------- --------
Total assets $118,498 $114,839
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,783 $ 5,259
Accrued liabilities 2,728 3,370
Current portion of long-term debt 5,859 5,856
-------- --------
Total current liabilities 14,370 14,485
-------- --------
Long-term debt 36,354 36,513
-------- --------
Deferred revenue 2,068 --
-------- --------
Deferred income taxes 2,854 2,320
-------- --------
Commitments and contingencies (Note 4)
Shareholders' equity:
Preferred stock, $0.01 par value, 1,000,000 shares
authorized, none issued -- --
Common stock, $0.01 par value, 25,000,000 shares authorized,
8,616,216 shares issued and 8,584,519 shares outstanding 86 86
Additional paid-in capital 71,170 71,170
Retained deficit, since October 1, 1992 (4,794) (6,043)
Foreign currency translation adjustment (3,293) (3,375)
Treasury stock, at cost (31,697 shares) (317) (317)
-------- --------
Total shareholders' equity 62,852 61,521
-------- --------
Total liabilities and shareholders' equity $118,498 $114,839
======== ========
The accompanying notes are an integral part of this statement.
1
PETROCORP INCORPORATED
CONSOLIDATED STATEMENT OF OPERATIONS
(amounts in thousands, except per share data)
(Unaudited)
FOR THE QUARTER
ENDED MARCH 31,
----------------------
1996 1995
-------- --------
REVENUES:
Oil and gas $ 6,876 $ 6,093
Plant processing 467 459
Other 187 266
-------- --------
7,530 6,818
-------- --------
EXPENSES:
Production costs 1,612 1,819
Depreciation, depletion and amortization 3,093 3,427
General and administrative 1,247 1,573
Other operating expenses 66 55
-------- --------
6,018 6,874
-------- --------
INCOME (LOSS) FROM OPERATIONS 1,512 (56)
-------- --------
OTHER INCOME (EXPENSES):
Investment and other income 1,175 184
Interest expense (908) (983)
Other expenses -- (53)
-------- --------
267 (852)
-------- --------
INCOME (LOSS) BEFORE INCOME TAXES 1,779 (908)
Income tax provision (benefit) 530 (340)
-------- --------
NET INCOME (LOSS) $ 1,249 $ (568)
======== ========
NET INCOME (LOSS) PER COMMON SHARE $ 0.14 $ (0.07)
======== ========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES 8,698 8,698
======== ========
The accompanying notes are an integral part of this statement
2
PETROCORP INCORPORATED
CONSOLIDATED STATEMENT OF CASH FLOWS
(amounts in thousands)
(Unaudited)
FOR THE QUARTER
ENDED MARCH 31,
---------------------
1996 1995
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,249 $ (568)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation, depletion and amortization 3,093 3,427
Gain on sale of gas gathering system (999) --
Deferred income tax provision (benefit) 530 (340)
-------- --------
3,873 2,519
Change in operating assets and liabilities:
Accounts receivable 281 929
Other current assets 581 (113)
Accounts payable 524 (858)
Accrued liabilities (642) (77)
Other -- 54
-------- --------
NET CASH PROVIDED BY OPERATING
ACTIVITIES 4,617 2,454
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of oil and gas properties -- 12
Additions to oil and gas properties (2,426) (4,271)
Additions to plant and related facilities (8) (151)
Additions to other property, plant and equipment (123) (601)
Additions to other assets -- (5)
Proceeds from sale of short-term investment -- 2,500
-------- --------
NET CASH USED IN INVESTING
ACTIVITIES (2,557) (2,516)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt 47 294
Repayment of long-term debt (225) (201)
-------- --------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES (178) 93
-------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 14 12
-------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS 1,896 43
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 11,764 10,127
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 13,660 $ 10,170
======== ========
The accompanying notes are an integral part of this statement.
3
PETROCORP INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION:
The unaudited consolidated financial statements of PetroCorp Incorporated
(the "Company" or "PetroCorp") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments, consisting of normal and recurring adjustments
necessary for a fair presentation, have been included. For further information,
refer to the consolidated financial statements and footnotes thereto for the
year ended December 31, 1995, included in the Company's 1995 Annual Report on
Form 10-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934. Interim period results are not necessarily indicative of results of
operations or cash flows for a full-year period.
NOTE 2 - HEDGING PROGRAM:
In December 1994, the Company initiated a hedging program to manage its
exposure to price fluctuations on its sales of oil and natural gas. Realized
gains and losses from the Company's hedging activities are included in oil and
gas revenues in the period of the hedged production. Normally, any realized and
unrealized gains and losses prior to the period when the hedged production
occurs are deferred. Since initiating the hedging program, the Company has used
oil and natural gas futures contracts or natural gas option contracts traded on
the NYMEX to hedge its oil and gas sales.
Included in oil and gas revenues, the Company recorded $233,000 of realized
hedging losses in the first quarter of 1996 and $24,000 of realized hedging
gains in the first quarter of 1995. As of March 31, 1996, deferred losses
related to hedged oil totaled $462,000.
In connection with its oil and gas hedging program, the Company may be
exposed to the risk of financial loss in certain circumstances including
instances where production is less than expected, the Company's customers fail
to purchase or take delivery of the contracted sales quantities, or a sudden,
unexpected event materially impacts product prices. The Company attempts to
reduce these risks by limiting, at any point in time, its U.S. hedged oil and
natural gas sales volumes to approximately 85% of total U.S. sales volumes and
limiting its Canadian hedged natural gas sales volumes to approximately 65% of
total Canadian natural gas sales volumes. As of May 2, 1996, the Company had
open NYMEX futures contracts covering 82,000 barrels of oil, approximately 23%
of the Company's remaining projected 1996 oil sales volumes, with an average
NYMEX price of $18.48 per barrel. The Company had no open positions related to
natural gas as of that date. The Company funds the margin requirements for the
hedging program from available working capital and had a margin account balance
of $166,000 at May 2, 1996.
4
NOTE 3 - DEFERRED REVENUE:
In March 1996, the Company's wholly-owned subsidiary, Fidelity Gas Systems,
Inc., sold its Southwest Oklahoma City Field gas gathering system for $3.8
million. As the cash proceeds were received after March 31, 1996, the entire
$3.8 million was recorded as an account receivable as of that date. The
Company's total gain on the sale was $3.1 million, with $999,000 being
recognized in the first quarter of 1996 in "investment and other income" on the
consolidated statement of operations. The remaining $2.1 million of the gain has
been recorded as deferred revenue on the consolidated balance sheet as of March
31, 1996. This $2.1 million deferred revenue will be recognized in future
periods as a component of gas revenues by partially offsetting the gas gathering
fees paid by the Company over the productive life of the Company's Southwest
Oklahoma City Field.
NOTE 4 - COMMITMENTS AND CONTINGENCIES:
There are claims and actions pending against the Company. In the opinion
of management, the amounts, if any, which may be awarded in connection with any
of these claims and actions would not be material to the Company's consolidated
financial position or results of operations.
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
GENERAL
The Company's principal line of business is the production and sale of its
oil and natural gas reserves. Results of operations are dependent upon the
quantity of production and the price obtained for such production. Prices
received by the Company for the sale of its oil and natural gas have fluctuated
significantly from period to period. Such fluctuations affect the Company's
ability to maintain or increase its production from existing oil and gas
properties and to explore, develop or acquire new properties.
The following table reflects certain operating data for the periods
presented:
FOR THE THREE
MONTHS
ENDED MARCH 31,
---------------
1996 1995
------- ------
PRODUCTION:
United States:
Oil (Mbbls)............................................. 167 164
Gas (MMcf).............................................. 1,326 1,606
Oil equivalents (MBOE).................................. 388 432
Canada:
Oil (Mbbls)............................................. -- 1
Gas (MMcf).............................................. 857 832
Oil equivalents (MBOE).................................. 143 139
Total:
Oil (Mbbls)............................................. 167 165
Gas (MMcf).............................................. 2,183 2,438
Oil equivalents (MBOE).................................. 531 571
AVERAGE SALES PRICES (including the effects of hedging):
United States:
Oil (per Bbl)........................................... $18.17 $17.23
Gas (Mcf)............................................... 2.10 1.55
Canada:
Oil (per Bbl)........................................... -- 16.66
Gas (per Mcf)........................................... 1.23 0.91
Weighted average:
Oil (per Bbl)........................................... 18.17 17.23
Gas (per Mcf)........................................... 1.76 1.33
SELECTED DATA PER BOE:
Average sales price...................................... $12.95 $10.67
Production costs......................................... 3.04 3.19
General and administrative expenses...................... 2.35 2.75
Oil and gas depreciation, depletion and amortization..... 4.98 5.25
6
RESULTS OF OPERATIONS
Comparison of First Quarter 1996 and First Quarter 1995
Overview. The Company recorded $1,512,000 in income from operations in the
first quarter of 1996 compared to a loss from operations of $56,000 in the first
quarter of 1995. This improvement is primarily the result of a 32% increase in
the Company's weighted average natural gas price coupled with a 12% decrease in
operating expenses. The Company recorded net income of $1,249,000, or $0.14 per
share, ($620,000, or $0.07 per share, excluding the gain on the sale of the
Company's Oklahoma City gas gathering system) during the first quarter of 1996
compared to a net loss of $568,000, or $0.07 per share, for the same period in
1995.
Revenues. Total revenues increased 10% to $7.5 million in the first quarter
of 1996 from $6.8 million in the first quarter of 1995. Oil production
increased slightly to 167 Mbbls from 165 Mbbls. Natural gas production decreased
10% to 2,183 MMcf in the first quarter of 1996 from 2,438 MMcf in the first
quarter of 1995, resulting in an overall production decrease of 7% to 531 MBOE
from 571 MBOE. The decrease in natural gas production resulted from freezing
problems associated with the very cold winter in the Mid-Continent area this
year as well as first quarter 1995 adjustments to reflect volume under estimated
at the prior year end. Otherwise, new gas production is generally offsetting
normal declines. The Company's first quarter average U.S. natural gas price
increased 35% to $2.10 per Mcf in 1996 from $1.55 per Mcf in 1995. These U.S.
average natural gas prices include $0.12 per Mcf related to hedging losses in
the first quarter of 1996 and $0.02 per Mcf of hedging gains in the first
quarter of 1995. The Company's average U.S. oil price increased 5% to $18.17
per barrel for the first quarter of 1996 from $17.23 per barrel for the first
quarter of 1995. The Company's first quarter 1996 average U.S. oil price
includes $0.41 per barrel related to hedging losses. The Company's first
quarter average Canadian natural gas price increased 35% to $1.23 per Mcf in
1996 from $0.91 per Mcf in 1995. As a result of the increase in oil and gas
prices, partially offset by a decline in natural gas production, oil and gas
revenues increased 13% to $6.9 million for the first quarter of 1996 from $6.1
million for the first quarter of 1995. Plant processing revenues were up
slightly to $467,000 from $459,000, while other revenues declined 30% to
$187,000 from $266,000 as a result of lower sulfur revenues and lower gas
gathering fees.
Production Costs. Production costs declined 11% to $1.6 million in the first
quarter of 1996 compared to $1.8 million in the first quarter of 1995, while
production costs per BOE decreased 5% to $3.04 per BOE from $3.19 per BOE. The
decrease in production costs in absolute dollars and on a BOE basis results from
the Company's continued focus on reducing costs.
Depreciation, Depletion & Amortization (DD&A). Total DD&A decreased 10% to
$3.1 million in the first quarter of 1996 from $3.4 million in the first quarter
of 1995, primarily as a result of the decrease in oil and gas production volumes
coupled with a decrease in the oil and gas DD&A rate. On a BOE basis, the oil
and gas DD&A rate decreased 5% to $4.98 per BOE from $5.25 per BOE.
General and Administrative Expenses. General and administrative expenses
decreased 21% to $1.2 million in the first quarter of 1996 from $1.6 million in
the first quarter of 1995 largely due to a reduction in personnel.
Investment and Other Income. Investment and other income increased to
$1,175,000 in the first quarter of 1996 from $184,000 in the first quarter of
1995 as a result of a $999,000 gain on the sale of the Company's Oklahoma City
gas gathering system.
Interest Expense. Interest expense decreased 8% to $908,000 in the first
quarter of 1996 from
7
$983,000 million in 1995, as a result of lower debt outstanding between
quarters. During the first quarter of 1996 the Company had an outstanding
balance of $35.8 million of senior notes with a combination of adjustable and
fixed interest rates which averaged 7.40%. This compares to the first quarter
of 1995 outstanding balance of $39.2 million of senior notes with a combination
of adjustable and fixed interest rates which averaged 7.48%. The Company's
nonrecourse notes payable outstanding balance remained level at $6.6 million
between quarters.
Income Taxes. The Company recorded a $530,000 income tax provision on pre-tax
income of $1.8 million in the first quarter of 1996 compared to an income tax
benefit of $340,000 on a pre-tax loss of $908,000 in the first quarter of 1995.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically funded its capital expenditures and working
capital requirements with its cash flow from operations, debt and equity capital
and participation by institutional investors. As of March 31, 1996, the Company
had working capital of $11.3 million as compared to $6.3 million at December 31,
1995. The increase in working capital was primarily due to net cash provided by
operating activities and the sale of the Company's Oklahoma City gas gathering
system, partially offset by capital expenditures. Net cash provided by
operating activities was $4.6 million and $2.5 million for the quarters ended
March 31, 1996 and 1995, respectively, while net cash provided by operating
activities before changes in operating assets and liabilities for the same
periods was $3.9 million and $2.5 million, respectively.
Primarily related to exploration and development activities, the Company's
capital expenditures were $2.6 million and $5.0 million for the quarters ended
March 31, 1996 and 1995, respectively.
The Company's Canadian subsidiary redeemed its redeemable preferred stock on
August 9, 1994 for $7.0 million and simultaneously issued $7.0 million in
nonrecourse long-term notes payable with similar financial terms. At March 31,
1996, the nonrecourse long-term notes payable balance was $6.4 million, of which
$909,000 was classified as current.
In July 1993, PetroCorp refinanced its long-term debt through the issuance of
$40.0 million in senior notes. The Note Purchase Agreement established $10.0
million of Senior Adjustable Rate Notes Series A, due June 30, 1999 (the Series
A Notes), payable to a subsidiary of USF&G Corporation, and $30.0 million of
7.55% Senior Notes Series B, due June 30, 2008 (the Series B Notes), payable to
two wholly-owned subsidiaries of CIGNA Corporation and to four unaffiliated
institutional investors in amounts totalling $20.0 million and $10.0 million,
respectively. Mandatory redemptions commenced on December 31, 1994 for the
Series A Notes and commenced on December 31, 1995 for the Series B Notes. As of
March 31, 1996, the remaining principal balances for the Series A and B Notes
were $7.1 million and $28.7 million, respectively, for a total of $35.8 million.
Interest on the Series A Notes is adjustable, based on a spread of 115 basis
points over the London Interbank Offered Rate (LIBOR). The Company may select a
rate which may be applicable for a one-, three-or six-month period. Interest is
payable in arrears at the end of the selected period. Interest on the Series B
Notes is fixed at a rate of 7.55% and is payable semiannually in arrears.
In December 1994, the Company initiated a hedging program to manage its
exposure to price fluctuations on its sales of oil and natural gas. Realized
gains and losses from the Company's hedging activities are included in oil and
gas revenues in the period of the hedged production. Normally, any realized and
unrealized gains and losses prior to the period when the hedged production
occurs are
8
deferred. Since initiating the hedging program, the Company has used oil and
natural gas futures contracts or natural gas option contracts traded on the
NYMEX to hedge its oil and gas sales.
Included in oil and gas revenues, the Company recorded $233,000 of realized
hedging losses in the first quarter of 1996 and $24,000 of realized hedging
gains in the first quarter of 1995. As of March 31, 1996, deferred losses
related to hedged oil totaled $462,000.
In connection with its oil and gas hedging program, the Company may be exposed
to the risk of financial loss in certain circumstances including instances where
production is less than expected, the Company's customers fail to purchase or
take delivery of the contracted sales quantities, or a sudden, unexpected event
materially impacts product prices. The Company attempts to reduce these risks
by limiting, at any point in time, its U.S. hedged oil and natural gas sales
volumes to approximately 85% of total U.S. sales volumes and limiting its
Canadian hedged natural gas sales volumes to approximately 65% of total Canadian
natural gas sales volumes. As of May 2, 1996, the Company had open NYMEX
futures contracts covering 82,000 barrels of oil, approximately 23% of the
Company's remaining projected 1996 oil sales volumes, with an average NYMEX
price of $18.48 per barrel. The Company had no open positions related to
natural gas as of that date. The Company funds the margin requirements for the
hedging program from available working capital and had a margin account balance
of $166,000 at May 2, 1996.
In March 1996, the Company's wholly-owned subsidiary, Fidelity Gas Systems,
Inc., sold its Southwest Oklahoma City Field gas gathering system for $3.8
million. As the cash proceeds were received after March 31, 1996, the entire
$3.8 million was recorded as an account receivable as of that date. The
Company's total gain on the sale was $3.1 million, with $999,000 being
recognized in the first quarter of 1996 in "investment and other income" on the
consolidated statement of operations. The remaining $2.1 million of the gain has
been recorded as deferred revenue on the consolidated balance sheet as of March
31, 1996. This $2.1 million deferred revenue will be recognized in future
periods as a component of gas revenues by partially offsetting the gas gathering
fees paid by the Company over the productive life of the Company's Southwest
Oklahoma City Field.
On April 2, 1996, the Company acquired five wells and a related gas gathering
system in the Harris Field area of Live Oak County, Texas for approximately $1.8
million.
The Company's Board of Directors has approved a capital budget of $21.0
million for 1996, including $9.0 million for exploration and development and
$10.0 million for producing property acquisitions. However, actual levels of
expenditures for planned exploration and development projects and producing
property acquisitions may vary significantly due to many factors, including
drilling results, oil and gas prices, industry conditions and acquisition
opportunities, among others.
The Company plans to finance its 1996 exploration and development expenditures
with existing working capital and cash flow from operations while it plans to
finance the majority of its 1996 producing property acquisitions with new
borrowings. If the Company increases its exploration, development and
acquisition activities in the future, capital expenditures may require
additional funding obtained through borrowings from commercial banks and other
institutional sources, public offerings of equity or debt securities and
existing and future relationships with institutional investment partners.
The Company's use of estimates which are forward-looking involve risks and
uncertainties. Actual results could differ materially from these estimates as a
result of factors such as the timing and success of drilling and production
activities and other risks described elsewhere in this report.
In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting
9
Standards No. 123, "Accounting for Stock-based Compensation" (SFAS 123), which
established financial accounting and reporting standards for stock-based
employee compensation plans. SFAS 123 encourages companies to adopt a fair value
based method of accounting for such plans but continues to allow the use of the
intrinsic value based method prescribed by Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" (Opinion 25). Companies
electing to continue accounting in accordance with Opinion 25 must make pro
forma disclosures of net income and earnings per share as if the fair value
based method defined in SFAS 123 had been applied. With respect to any new
awards issued, the Company will continue to account for its stock-based
compensation in accordance with Opinion 25 and will make pro forma disclosures
in accordance with the provisions of SFAS 123 beginning in its financial
statements for the year ending December 31, 1996.
10
PART II. OTHER INFORMATION
Item 1 - Legal Proceedings
- - --------------------------
Not Applicable
Item 2 - Changes in Securities
- - ------------------------------
Not Applicable
Item 3 - Defaults upon Senior Securities
- - ----------------------------------------
Not Applicable
Item 4 - Submission of Matters to Vote of Security Holders
- - -----------------------------------------------------------
Not Applicable
Item 5 - Other Information
- - --------------------------
Not Applicable
Item 6 -
- - ---------
(a) Exhibits
--------
3.1* Amended and Restated Articles of Incorporation of PetroCorp
Incorporated. Incorporated by reference to Exhibit 3.2 to the
Registration Statement on Form S-1 (Registration No. 33-36972)
initially filed with the Securities and Exchange Commission on August
26, 1993 (the "Registration Statement").
3.2* Amended and Restated Bylaws of PetroCorp Incorporated. Incorporated
by reference to Exhibit 3.4 to the Registration Statement.
3.3* Amendment to Bylaws of PetroCorp Incorporated. Incorporated by
reference to Exhibit 3.3 to the Annual Report on Form 10-K for the
fiscal year ended December 31, 1993.
3.4* Amendment to Bylaws of PetroCorp Incorporated. Incorporated by
reference to Exhibit 3.4 to the Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.
27 Financial Data Schedule
______________________________
* Incorporated by reference.
(b) Reports on Form 8-K
-------------------
Current Report on Form 8-K dated February 15, 1996 regarding the
issuance of press releases concerning results of operations, 1995
reserves and plans for 1996.
11
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.
PETROCORP INCORPORATED
----------------------
(Registrant)
Date: May 13, 1996 DON A. TURKLESON
------------------- ------------------------------
Don A. Turkleson
Vice President - Finance, Secretary
and Treasurer
(On behalf of the Registrant and as
the Principal Financial Officer)
12