SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
----- ACT OF 1934 (FEE REQUIRED)
For the Fiscal Year ending December 31, 1996
OR
_____ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission File Number 0-22650
PETROCORP INCORPORATED 401(K) RETIREMENT SAVINGS PLAN
(Full title of the plan)
PETROCORP INCORPORATED
16800 Greenspoint Park Drive
Suite 300, North Atrium
Houston, Texas 77060-2391
(Name of Issuer of the Securities Held Pursuant to the Plan and Address of
Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (281) 875-2500
PETROCORP INCORPORATED
401(K) RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
-----------------
PAGE NO.
--------
REPORT OF INDEPENDENT ACCOUNTANTS (Not required -- see Note 2.)
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits with Fund Information as of December 31, 1996 and 1995 2
Statement of Changes in Net Assets Available for Benefits with Fund Information for the
years ended December 31, 1996 and 1995 3
Notes to Financial Statements 4
SUPPLEMENTAL SCHEDULES:
Item 27a - Schedule of Assets Held for Investment (Not required -- see Note 2.)
Item 27d - Schedule of Reportable Transactions (Not required -- see Note 2.)
SIGNATURES 9
PETROCORP INCORPORATED 401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
(Unaudited)
DECEMBER 31, 1996
-----------------------------------------------------------------------------------------------
ASSETS
-----------------------------------------------------------------------
Investments, at fair value
----------------------------------------- Guaranteed
Pooled Participant investment NET ASSETS
separate Common notes contract, at AVAILABLE FOR
accounts stock receivable Total contract value Cash Total LIABILITIES BENEFITS
---------- -------- ------------ -------- -------------- ------ -------- --------- ---------
PRINCIPAL INVESTMENTS:
Guaranteed Interest Account $ - $ - $ - $ - $ 128,516 $ - $128,516 $ - $ 128,516
U.S. Stock Account 204,474 - - 204,474 - - 204,474 - 204,474
Money Market Account 92,187 - - 92,187 - - 92,187 - 92,187
Real Estate Account 3,258 - - 3,258 - - 3,258 - 3,258
Bond & Mortgage Account 80,356 - - 80,356 - - 80,356 - 80,356
International Stock Account 182,693 - - 182,693 - - 182,693 - 182,693
Government Securities Account 47,333 - - 47,333 - - 47,333 - 47,333
Stock Index Account 77,369 - - 77,369 - - 77,369 - 77,369
Value Stock Account 145,719 - - 145,719 - - 145,719 - 145,719
Small Company Stock Account 355,374 - - 355,374 - - 355,374 - 355,374
Growth Stock Account 103,898 - - 103,898 - - 103,898 - 103,898
Bond Emphasis Balanced Account 42,031 - - 42,031 - - 42,031 - 42,031
Stock Emphasis Balanced Account 96,847 - - 96,847 - - 96,847 - 96,847
COMPANY STOCK - 445,651 - 445,651 - 645 446,296 - 446,296
PARTICIPANT NOTES - - 64,083 64,083 - - 64,083 - 64,083
---------- -------- --------- --------- ----------- ----- --------- ------- ---------
$1,431,539 $445,651 $ 64,083 $1,941,273 $ 128,516 $ 645 $2,070,434 $ - $2,070,434
========== ======== ========= ========= =========== ===== ========= ======= =========
DECEMBER 31, 1995
-----------------------------------------------------------------------------------------------
ASSETS
-----------------------------------------------------------------------
Investments, at fair value
----------------------------------------- Guaranteed NET ASSETS
Pooled Participant investment AVAILABLE
separate Common notes contract, at FOR
accounts stock receivable Total contract value Cash Total LIABILITIES BENEFITS
---------- -------- ---------- ---------- -------------- ------ -------- ----------- ------------
PRINCIPAL INVESTMENTS:
Guaranteed Interest Account $ - $ - $ - $ - $111,136 $ - $ 111,136 $ - $ 111,136
U.S. Stock Account 168,427 - - 168,427 - - 168,427 - 168,427
Money Market Account 26,668 - - 26,668 - - 26,668 - 26,668
Real Estate Account 5,442 - - 5,442 - - 5,442 - 5,442
Bond & Mortgage Account 72,643 - - 72,643 - - 72,643 - 72,643
International Stock Account 167,408 - - 167,408 - - 167,408 - 167,408
Government Securities Account 35,297 - - 35,297 - - 35,297 - 35,297
Stock Index Account 48,234 - - 48,234 - - 48,234 - 48,234
Value Stock Account 122,732 - - 122,732 - - 122,732 - 122,732
Small Company Stock Account 320,327 - - 320,327 - - 320,327 - 320,327
Growth Stock Account 67,250 - - 67,250 - - 67,250 - 67,250
Bond Emphasis Balanced Account 50,447 - - 50,447 - - 50,447 - 50,447
Stock Emphasis Balanced Account 89,242 - - 89,242 - - 89,242 - 89,242
COMPANY STOCK - 324,224 - 324,224 - 6,056 330,280 - 330,280
PARTICIPANT NOTES - - 30,002 30,002 - - 30,002 - 30,002
---------- -------- ------- ---------- -------- ------ ---------- ------- ----------
$1,174,117 $324,224 $30,002 $1,528,343 $111,136 $6,056 $1,645,535 $ - $1,645,535
========== ======== ======= ========== ======== ====== ========== ======= ==========
The accompanying notes are an integral part of these financial statements.
2
PETROCORP INCORPORATED 401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
(Unaudited)
YEAR ENDED DECEMBER 31, 1996
---------------------------------------------------------------------------------------------------
ADDITIONS
-----------------------------------------------------------------------------------------------
Investment income
----------------------------------------
Net appreciation
(depreciation)
in fair value of Contributions
investments ------------------------------------- Total
Interest (Note 3) Total Employer Participants Total additions
---------- ----------------- --------- ----------- ------------ ---------- -----------
PRINCIPAL INVESTMENTS:
Guaranteed Interest Account $ 7,570 $ - $ 7,570 $ 10,924 $ 19,131 $ 30,055 $ 37,625
U.S. Stock Account - 42,124 42,124 17,843 31,031 48,874 90,998
Money Market Account - 1,251 1,251 1,307 5,459 6,766 8,017
Real Estate Account - 413 413 469 117 586 999
Bond & Mortgage Account - 2,925 2,925 8,575 13,933 22,508 25,433
International Stock Account - 41,432 41,432 18,959 25,349 44,308 85,740
Government Securities Account - 1,970 1,970 3,965 6,633 10,598 12,568
Stock Index Account - 12,905 12,905 7,433 11,785 19,218 32,123
Value Stock Account - 22,342 22,342 17,155 23,814 40,969 63,311
Small Company Stock Account - 57,588 57,588 29,455 39,067 68,522 126,110
Growth Stock Account - 14,952 14,952 13,373 21,136 34,509 49,461
Bond Emphasis Balanced Account - 4,921 4,921 3,416 3,526 6,942 11,863
Stock Emphasis Balanced Account - 14,978 14,978 7,258 12,817 20,075 35,053
COMPANY STOCK - 99,720 99,720 67,701 56,296 123,997 223,717
PARTICIPANT NOTES 2,889 - 2,889 - - - 2,889
--------- --------------- --------- ----------- ----------- --------- ---------
$ 10,459 $ 317,521 $ 327,980 $ 207,833 $ 207,094 $ 477,927 $ 805,907
========= =============== ========= =========== =========== ========= =========
---------------------------------------------------------------------------------------------------
(DEDUCTIONS)
----------------------------------------------------- NET ASSETS AT NET ASSETS AT
Participant Admin. Interfund Total NET INCREASE BEGINNING OF END OF
benefits expenses transfers deductions (DECREASE) YEAR YEAR
----------- ---------- ----------- ------------ ------------ ------------- ------------
PRINCIPAL INVESTMENTS:
Guaranteed Interest Account $ (7,787) $ (165) $ (12,293) $ (20,245) $ 17,380 $ 111,136 $ 128,516
U.S. Stock Account (32,259) (63) (22,629) (54,951) 36,047 168,427 204,474
Money Market Account (2,610) (42) 60,154 57,502 65,519 26,668 92,187
Real Estate Account (3,223) (11) 51 (3,183) (2,184) 5,442 3,258
Bond & Mortgage Account (17,441) (22) (257) (17,720) 7,713 72,643 80,356
International Stock Account (58,290) (94) (12,071) (70,455) 15,285 167,408 182,693
Government Securities Account (6,772) (15) 6,255 (532) 12,036 35,297 47,333
Stock Index Account (7,481) (37) 4,530 (2,988) 29,135 48,234 77,369
Value Stock Account (14,924) (75) (25,325) (40,324) 22,987 122,732 145,719
Small Company Stock Account (32,771) (195) (58,097) (91,063) 35,047 320,327 355,374
Growth Stock Account (16,398) (62) 3,647 (12,813) 36,648 67,250 103,898
Bond Emphasis Balanced Account (18,828) (26) (1,425) (20,279) (8,416) 50,447 42,031
Stock Emphasis Balanced Account (25,638) (63) (1,747) (27,448) 7,605 89,242 96,847
COMPANY STOCK (118,818) (16) 11,133 (107,701) 116,016 330,280 446,296
PARTICIPANT NOTES (16,882) - 48,074 31,192 34,081 30,002 64,083
--------- --------- ----------- ----------- ------------ ---------- -----------
$(380,122) $ (886) $ - $ (381,008) $ 424,899 $1,645,535 $ 2,070,434
========= ========= =========== =========== ============ ========== ===========
YEAR ENDED DECEMBER 31, 1995
---------------------------------------------------------------------------------------------------
ADDITIONS
-----------------------------------------------------------------------------------------------
Investment income
----------------------------------------
Net appreciation
(depreciation)
in fair value of Contributions
investments ------------------------------------- Total
Interest (Note 3) Total Employer Participants Total additions
---------- ----------------- --------- ----------- ------------ ---------- -----------
PRINCIPAL INVESTMENTS:
Guaranteed Interest Account $ 6,217 $ - $ 6,217 $ 11,097 $ 22,658 $ 33,755 $ 39,972
U.S. Stock Account - 36,402 36,402 19,049 30,697 49,746 86,148
Money Market Account - 1,111 1,111 3,788 8,499 12,287 13,398
Real Estate Account - 405 405 688 598 1,286 1,691
Bond & Mortgage Account - 10,592 10,592 8,987 15,411 24,398 34,990
International Stock Account - 21,596 21,596 21,327 35,331 56,658 78,254
Government Securities Account - 4,958 4,958 4,487 6,868 11,355 16,313
Stock Index Account - 10,503 10,503 5,797 8,488 14,285 24,788
Value Stock Account - 31,105 31,105 14,493 20,089 34,582 65,687
Small Company Stock Account - 68,373 68,373 33,580 45,135 78,715 147,088
Growth Stock Account - 14,179 14,179 9,311 15,767 25,078 39,257
Bond Emphasis Balanced Account - 7,703 7,703 5,407 7,188 12,595 20,298
Stock Emphasis Balanced Account - 15,005 15,005 9,080 22,021 31,101 46,106
COMPANY STOCK - (96,057) (96,057) 89,350 72,095 161,445 65,388
PARTICIPANT NOTES 1,806 - 1,806 - - - 1,806
--------- --------------- --------- ----------- ----------- --------- ---------
$ 8,023 $ 125,875 $ 133,898 $ 236,441 $ 310,845 $ 547,286 $ 681,184
========= =============== ========= =========== =========== ========= =========
---------------------------------------------------------------------------------------------------
(DEDUCTIONS)
----------------------------------------------------- NET ASSETS AT NET ASSETS AT
Participant Admin. Interfund Total NET INCREASE BEGINNING OF END OF
benefits expenses transfers deductions (DECREASE) YEAR YEAR
----------- ---------- ----------- ------------ ------------ ------------- ------------
PRINCIPAL INVESTMENTS:
Guaranteed Interest Account $ (1,804) $ (86) $ (2,861) $ (4,751) $ 35,221 $ 75,915 $ 111,136
U.S. Stock Account - (71) (1,195) (1,266) 84,882 83,545 168,427
Money Market Account (3,452) (19) 8,452 4,981 18,379 8,289 26,668
Real Estate Account (2,423) (24) 80 (2,367) (676) 6,118 5,442
Bond & Mortgage Account (13,555) (22) (9,986) (23,563) 11,427 61,216 72,643
International Stock Account (29,988) (99) (4,348) (34,435) 43,819 123,589 167,408
Government Securities Account (3,300) (17) 323 (2,994) 13,319 21,978 35,297
Stock Index Account - (29) 1,808 1,779 26,567 21,667 48,234
Value Stock Account (241) (65) (7,239) (7,545) 58,142 64,590 122,732
Small Company Stock Account (28,795) (95) (10,298) (39,188) 107,900 212,427 320,327
Growth Stock Account (6,533) (95) 10,541 3,913 43,170 24,080 67,250
Bond Emphasis Balanced Account (3,839) (36) (2,478) (6,353) 13,945 36,502 50,447
Stock Emphasis Balanced Account (18,532) (88) 153 (18,467) 27,639 61,603 89,242
COMPANY STOCK (5,043) - 2,428 (2,615) 62,773 267,507 330,280
PARTICIPANT NOTES (960) - 14,620 13,660 15,466 14,536 30,002
--------- --------- ----------- ----------- ------------ ---------- -----------
$(118,465) $ (746) $ - $ (119,211) $ 561,973 $1,083,562 $ 1,645,535
========= ========= =========== =========== ============ ========== ===========
The accompanying notes are an integral part of these financial statements.
3
PETROCORP INCORPORATED 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(unaudited)
NOTE 1 - DESCRIPTION OF PLAN:
The following description of the PetroCorp Incorporated 401(k) Retirement
Savings Plan (the Plan) provides only general information. Participants should
refer to the Plan agreement for a more complete description of the Plan's
provisions.
General
The Plan is a defined contribution 401(k) retirement savings plan, adopted
January 1, 1993. Employees of PetroCorp Incorporated and Fidelity Gas Systems,
Inc., a wholly owned subsidiary, (the Company) become eligible to participate in
the Plan after six months of service with the Company. The entry dates are
January 1 and July 1 of each year. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
All Plan contributions are invested in separate pooled accounts under an annuity
contract with Principal Mutual Life Insurance Company (Principal) or in common
stock of the Company.
Contributions
Participants may contribute to the Plan subject to certain Internal Revenue Code
limitations. The Company may match up to 100 percent of each participant's
contributions not to exceed six (6) percent of each participant's annual
compensation. Additionally, the Company may make discretionary contributions on
behalf of the participants. In any event, total contributions by the
participant and the Company may not exceed 20 percent of the participant's
annual compensation. During 1996 and 1995, each participant could contribute up
to 14 percent of his annual compensation with the Company matching up to six (6)
percent, except in certain cases subject to Internal Revenue Code limitations.
The Plan also allows participants to "rollover" contributions that have been
made to other qualified plans.
Participant accounts
Each participant's account is credited with the participant's contributions, the
Company's contributions and a pro rata share of the earnings of each fund in
which the participant has invested. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's account.
Vesting
Participants are fully vested at all times in their individual contributions and
"rollover" contributions plus actual earnings thereon.
Vesting in employer contributions and related earnings is based on the
participant's employment commencement date and years of continuous service.
Participant's whose employment commencement date occurred before January 1, 1994
are 100% vested. Participant's whose employment commencement date occurred on
or after January 1, 1994 are vested as follows:
4
Vesting Service Vesting
(whole years) Percentage
------------------ -----------
Less than 1 year 0%
1 year 25%
2 years 50%
3 years 75%
4 or more years 100%
In addition, participants also become fully vested in their employer
contributions and related earnings upon retirement, at or after age 65, or upon
death or total disability of the participant.
Investment options
Effective January 1, 1994, upon enrollment in the Plan, a participant may direct
contributions in any of fourteen investment options as follows:
Guaranteed Interest Account - Funds are invested in a guaranteed investment
contract (GIC) with Principal.
U.S. Stock Account - This is a separate pooled account with Principal in
which the funds are invested in various stocks of U.S. companies with the
intent to earn higher long-term rates of return.
Money Market Account - This is a separate pooled account with Principal in
which the funds are invested in high quality commercial paper with average
maturities kept under 30 days to ensure current money market rates.
Real Estate Account - This is a separate pooled account with Principal in
which the funds are invested in equity investments in modern, developed,
income-producing warehouses, office buildings and retail centers in major
U.S. metropolitan areas. Earnings consist of property value changes and
net rental income.
Bond & Mortgage Account - This is a separate pooled account with Principal
in which the funds are invested in investment grade private placement
bonds, commercial mortgages, public corporate bonds and mortgage-backed
securities, all generally mature within five to 10 years.
International Stock Account - This is a separate pooled account with
Principal in which the funds are invested in stocks of non-U.S. companies
located primarily in Europe and Southeast Asia.
Government Securities Account - This is a separate pooled account with
Principal in which the funds are invested primarily in very high quality
government mortgage-backed securities.
Stock Index Account - This is a separate pooled account with Principal in
which the funds are invested in the same stocks and in the same proportions
as those stocks included in the Standard & Poor's 500 Stock Index.
Value Stock Account - This is a separate pooled account with Principal in
which the funds are invested in primarily income-producing common stocks
that are under valued in the marketplace according to traditional measures
of value.
Small Company Stock Account - This is a separate pooled account with
Principal in which funds are invested in stocks of smaller, fast-growing
companies.
5
Growth Stock Account - This is a separate pooled account with Principal in
which funds are invested in stocks of large, established companies whose
earnings are expected to grow faster than the average company.
Bond Emphasis Balanced Account - This is a separate pooled account with
Principal in which funds are invested in many asset classes, but emphasizes
fixed income. This account invests 50 to 100 percent of the funds in
Principal fixed-income separate pooled accounts, with the remainder in
Principal equity separate pooled accounts.
Stock Emphasis Balanced Account - This is a separate pooled account with
Principal in which funds are invested in many asset classes, but emphasizes
equities. This account invests 50 to 100 percent of the funds in Principal
equity separate pooled accounts, with the remainder in Principal fixed-
income separate pooled accounts.
Company Stock - Funds are invested in the common stock of the Company.
Payment of benefits
Distribution of the participant's entire account balance becomes due and payable
upon retirement, at or after age 65, or upon death or total disability of the
participant. Such account balances may be distributed either in a lump-sum
distribution or in installments, as described in the Plan agreement. Upon
termination of employment, a participant may elect to receive a lump-sum
distribution equal to the vested balance of the participant's account or
continue to participate in the Plan investments. If the vested balance is less
than $3,500, payment is made as soon as administratively practicable after
termination. Additionally, participants may make hardship withdrawals from
their individual contribution accounts at specified times during the Plan year,
subject to certain restrictions.
Participants' notes receivable
Under the terms of the Plan, with certain restrictions, participants may borrow
from their accounts a minimum of $1,000 up to a maximum of the lessor of $50,000
or 50 percent of their vested account balances. A loan is secured by the vested
balance in the participant's account and bears interest at the prime interest
rate plus two (2) percent. During 1996, the interest rates ranged from 10.25
percent to 11.00 percent. During 1995, the interest rates ranged from 9.75
percent to 11.00 percent.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES:
Under the Department of Labor Rules and Regulations for Reporting and Disclosure
under ERISA, the Plan files Form 5500-C/R which is required for employee benefit
plans with fewer than 100 participants. Employee benefit plans with 100 or more
participants are required to file Form 5500. Those plans filing Form 5500 are
required to prepare audited financial statements as well as all applicable
schedules required by Section 2520.103-10 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under ERISA. Such requirements are not
mandated for those plans filing Form 5500-C/R. Accordingly, the attached
financial statements are unaudited and the above mentioned schedules are not
presented.
Method of accounting
The Plan's financial statements are prepared on the accrual basis of accounting.
6
Investments
Plan investments, other than the GIC's, are stated at fair value. The Company
stock is valued at its quoted market price. Separate pooled accounts are valued
at net asset value representing the value at which units of the account may be
purchased or redeemed.
The Plan's GIC's are valued at contract value. Contract value represents
contributions made under the contract plus interest at the guaranteed rate.
Contributions
Participant contributions are recorded in the period during which the Company
makes payroll deductions from the Plan participants' earnings. Matching Company
contributions are recorded in the same period.
NOTE 3 - INVESTMENTS:
Individual investments representing five (5) percent or more of the Plan's net
assets are as follows:
December 31,
--------------------
1996 1995
--------------------
INVESTMENTS AT FAIR VALUE AS DETERMINED BY QUOTED
MARKET PRICE:
Pooled separate accounts:
Principal:
U.S. Stock Account $204,474 $168,427
International Stock Account 182.693 167,408
Value Stock Account 145,719 122,732
Growth Stock Account 103,898 -
Small Company Stock Account 355,374 320,327
Stock Emphasis Balanced Account - 89,242
Company Stock:
PetroCorp Incorporated Common Shares $445,651 $324,224
INVESTMENTS AT CONTRACT VALUE:
Guaranteed Investment Contracts with Principal $128,516 $111,136
7
The net realized and unrealized appreciation (depreciation) in fair value of
investments included in the statements of changes in net assets available for
Plan benefits were $317,521 and $125,875 for the years ended December 31, 1996
and 1995, respectively, and consisted of the following:
Year ended
December 31,
--------------------
1996 1995
--------------------
NET APPRECIATION (DEPRECIATION) IN INVESTMENTS AT FAIR VALUE AS
DETERMINED BY QUOTED MARKET PRICE:
Pooled separate accounts:
Principal:
U.S. Stock Account $ 42,124 $ 36,402
Money Market Account 1,251 1,111
Real Estate Account 413 405
Bond & Mortgage Account 2,925 10,592
International Stock Account 41,432 21,596
Government Securities Account 1,970 4,958
Stock Index Account 12,905 10,503
Value Stock Account 22,342 31,105
Small Company Stock Account 57,588 68,373
Growth Stock Account 14,952 14,179
Bond Emphasis Balanced Account 4,921 7,703
Stock Emphasis Balanced Account 14,978 15,005
Company Stock 99,720 (96,057)
-------- --------
$317,521 $125,875
======== ========
NOTE 4 - GUARANTEED INVESTMENT CONTRACTS:
The Plan entered into five-year GIC's with Principal in each of the last three
years. The GIC's provide for guaranteed returns ranging from 6.10% to 6.99% on
contributions invested over the five-year terms of the contracts. The GIC's are
included in the financial statements at contract value as reported to the Plan
by Principal.
NOTE 5 - PLAN TERMINATION:
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become fully vested in their accounts.
NOTE 6 - INCOME TAX STATUS OF PLAN:
The Company had requested the Internal Revenue Service to determine and inform
the Company that the Plan is designed in accordance with applicable sections of
the Internal Revenue Code. On December 14, 1995, the Internal Revenue Service
notified the Company that they had made a favorable determination on the Plan.
8
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
PETROCORP INCORPORATED 401(k) RETIREMENT
SAVINGS PLAN
Date: May 21, 1997 /s/ W. N. McBean
-----------------------------------
W.N. McBean
President & CEO of PetroCorp Incorporated
and Trustee
9