SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM 10-K/A-1
ANNUAL REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1995 File No. 0-13201
SHEFFIELD EXPLORATION COMPANY, INC.
1801 Broadway, Suite 600
Denver, Colorado 80202
Incorporated in Delaware IRS ID #06-1052062
Telephone (303) 296-1908
No securities are registered pursuant to Section 12(b) of the Act.
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK; $.01 PAR VALUE
The Company (1) has filed all reports required to be filed by
Section 13 of the Securities Exchange Act of 1934 during the preceding
12 months, and (2) has been subject to such filing requirement for the
past 90 days.
The Company had no delinquent filers pursuant to Item 405 of
Regulation S-K.
As of September 18, 1995, the aggregate market value of the shares of
Common Stock held by nonaffiliates of the Company was $4,393,000,
based upon the closing sale price of the Common Stock on the American
Stock Exchange on September 18, 1995 of $1.63 per share.
Shares of Common Stock outstanding on September 18, 1995: 3,391,261
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names, ages and titles of the
members of the Board of Directors and the executive officers of
Sheffield:
Name Age Position
- ---- --- --------
Edwin H. Morgens 54 Chairman of the Board
J. Samuel Butler 50 President, Chief Executive Officer And Director
Randall E. King 41 Director
David A. Melman 52 Director
McLain J. Forman 66 Director
David L. Milanesi 48 Vice President, Secretary and Treasurer
Jerry D. Smothermon 58 Vice President
EDWIN H. MORGENS has been a director since 1981 and served as
President of the Company from 1986 to September 1990. He has been
Chairman of Morgens, Waterfall, Vintiadis & Co., Inc., a financial
services firm, since 1970. Mr. Morgens is also a general partner of
three New York investment limited partnerships and chairman of the
corporate general partner of a Delaware investment partnership.
J. SAMUEL BUTLER has been a Director, President and Chief Executive
Officer of the Company since September 1990. He served as the Chief
Executive Officer of Trinity Petroleum Management, Inc. ("Trinity")
and Sterling Energy Corporation ("Sterling") from 1989 until December
1994, and was also a principal in the investment banking firm of
Petrie Parkman & Co. from 1989 until December 1994. From 1985 until
his affiliation with Trinity and Sterling, he was President and Chief
Operating Officer of Columbus Energy Corporation (Denver, Colorado).
He is presently a director of Columbus Energy Corporation. Mr. Butler
joined the predecessor of Columbus Energy Corporation in 1974.
RANDALL E. KING has been a principal with the investment banking firm
of Petrie Parkman & Co. since April 1989. Mr. King served as Vice
President of the Company from September 1990 until December 1994.
Also, from 1989 until November 1994, he served as Executive Vice
President of Sterling Energy Corporation. Mr. King served as a Vice
President of Netherland, Sewell & Associates, a petroleum engineering
consulting concern, from 1981 through 1989.
DAVID A. MELMAN has been a Director of the Company since 1982. He has
been Executive Vice President since March 1989 and Vice President -
General Counsel for The Exploration Company of Louisiana since January
1984. He has been a director of such company since September 1987.
MCLAIN J. FORMAN has been a director of the Company since May 1988.
Mr. Forman has been President of Forman Petroleum Corporation, a
private company engaged in petroleum exploration and production, since
1982.
DAVID L. MILANESI has been Treasurer of the Company or its
predecessor, Knight Royalty Corporation, since December 1981. He was
elected Vice President in September 1990. He served as Controller
from December 1981 until September 1988 and as Secretary from January
1983 to September 1988 and from March 1991 to the present.
Mr. Milanesi is a Certified Public Accountant and has a Masters Degree
in Business Administration from Northwestern University.
JERRY D. SMOTHERMON has been Vice President - Operations of the
Company since December 1994. From January 1991 until December 1994 he
served in the same capacity with Trinity. Prior thereto, from July
1989, he served as a consultant to Trinity. Mr. Smothermon received a
degree in Petroleum Engineering from the University of Wyoming and is
a registered Professional Engineer.
The Bylaws of the Company provide that the number of directors shall
be fixed by the Board of Directors. The number of directors is
presently fixed at five and there are no vacancies.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
Page
(a) Financial Statements and Financial Statement Schedules:
Report of Independent Accountants. . . . . . . . . . . . . . . 18
Consolidated Balance Sheets as of June 30, 1995 and 1994 . . . 19
Consolidated Statements of Operations for the years
ended June 30, 1995, 1994 and 1993. . . . . . . . . . . . 20
Consolidated Statements of Changes in Stockholders' Equity
for the years ended June 30, 1995, 1994 and 1993. . . . . 21
Consolidated Statements of Cash Flows for the years
ended June 30, 1995, 1994 and 1993. . . . . . . . . . . . 22
Notes to Consolidated Financial Statements . . . . . . . . . . 23
Report of Independent Accountants on Financial Statement
Schedules . . . . . . . . . . . . . . . . . . . . . . . . 36
Financial Statements Schedules:
Schedule II: Valuation and Qualifying Accounts . . . . . 39
(b) Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
A list of the exhibits required by Item 601 of Regulation S-K to
be filed as part of this report is set forth in the Index to
Exhibits, and is incorporated herein by reference.
REPORTS ON FORM 8-K
No reports were filed on Form 8-K during the quarter ended
June 30, 1995.
SHEFFIELD EXPLORATION COMPANY, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Balance, Balance,
Beginning End of
of Period Additions Deductions Period
----------- ----------- ------------ ----------
Year ended June 30, 1993
Deferred tax asset valuation allowance $ --- $1,426,000 $ --- $1,426,000
Trade receivable allowance $ 6,900 $ --- $ --- $ 6,900
Year ended June 30, 1994
Deferred tax asset valuation allowance $1,426,000 $ 293,000 $ --- $1,719,000
Trade receivable allowance $ 6,900 $ --- $ (6,089) $ 811
Year ended June 30, 1995
Deferred tax asset valuation allowance $1,719,000 $ 472,000 $ (288,000) $1,903,000
Trade receivable allowance $ 811 $ --- $ (373) $ 438
SIGNATURE PAGE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized.
SHEFFIELD EXPLORATION COMPANY, INC.
December 11, 1995 /s/ David L. Milanesi
----------------------------------------
David L. Milanesi, Treasurer
(Chief Financial Officer)
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
3.1 Restated Certificate of Incorporation
3.2 By-Laws (a)
10.1 1987 Employee Stock Option Plan. Incorporated by
reference to Sheffield Exploration Company, Inc. (reg
No. 33-16265) Form S-1 Registration Statement dated
October 9, 1987.
10.2 Limited Partnership Agreement dated July 19, 1988
between the Company as general partner and TFP, Inc. as
limited partner. Incorporated by reference to
Sheffield Exploration Company, Inc. (S.E.C. File No.
0-13201) Form 8-K dated July 15, 1988.
10.3 Stock Purchase Agreement dated August 31, 1990 between
Sterling Energy Corporation and the Company. (b)
10.4 Joint Acquisition Agreement dated August 31, 1990
between Sterling Energy Corporation and the Company.
(b)
10.5 Management Agreement dated August 31, 1990 between
Trinity Petroleum Management, Inc. and the Company. (b)
10.6 Purchase Agreement dated December 27, 1990 between the
Company and Sterling Energy Corporation. (a)
10.7 Merger Agreement dated November 30, 1990 between the
Company and New Sheffield Exploration Company, Inc. (a)
10.8 The Company's 1990 Stock Option Plan. (a)
10.9 The Company's Amended and Restated 1990 Stock Option
Plan. (d)
10.10 March 19, 1991 warrant issued to Petrie Parkman & Co.
for the purchase of 81,450 shares of Company common
stock for $2.00 per share. Incorporated by reference
to Sheffield Exploration Company, Inc. (S.E.C. File No.
0-13201) Form 10-K dated September 19, 1991.
10.11 Partnership agreement between the Company's wholly-
owned subsidiary, Sheffield Gas Processors, Inc., and
Interenergy. Incorporated by reference to Sheffield
Exploration Company, Inc. (S.E.C. File No. 0-13201)
Form 8-K dated September 26, 1991.
10.12 Purchase and Sale Agreement between the Company's
wholly-owned subsidiary, Sheffield Gas Processors,
Inc., and a subsidiary of Sunrise Energy Services, Inc.
for Republic Natural Gas Company. Incorporated by
reference to Sheffield Exploration Company, Inc.
(S.E.C. File No. 0-13201) Form 8-K dated June 7, 1993.
10.13 Joint Venture Agreement between the Company and III
Exploration, Inc., a wholly-owned subsidiary of
Intermountain Industries, Inc. Incorporated by
reference to Sheffield Exploration Company, Inc.
(S.E.C. File No. 0-13201) Form 8-K dated September 14,
1993.
INDEX TO EXHIBITS (continued)
Exhibit No. Description
- ----------- -----------
10.14 Credit Agreement between the Company and Norwest Bank
Denver, National Association dated April 9, 1993 (c).
10.15 Amended Credit Agreement between the Company and
Norwest Bank Denver, National Association dated
September 16, 1993 (c).
10.16 Prairie Gas Transportation Company and Republic Natural
Gas Company Agreement and Plan of Merger dated December
1, 1993. (d)
10.17 Merger Agreement dated December 31, 1994 between the
Company, Trinity Petroleum Management, Inc. and
SheffSub, Inc.*
10.18 Amended Credit Agreement between the Company and
Norwest Bank Denver, National Association dated May 10,
1995.*
10.19 Purchase and Sale Agreement dated September 25, 1995
between The Company, Sheffield Gas Processors, Inc.,
Republic Natural Gas Company and NGC Energy Resources,
Limited Partnership.*
22 Subsidiaries:
Sheffield Operating Company, Inc.
Knight Royalty Corporation, Inc.
Sheffield Gas Processors, Inc.
Republic Natural Gas Company
Trinity Petroleum Management, Inc.
(a) Incorporated by reference to Sheffield Exploration
Company, Inc. (S.E.C. File No. 0-13201) Form S-4 dated
January 22, 1991.
(b) Incorporated by reference to Sheffield Exploration
Company, Inc. (S.E.C. File No. 0-13201) Form 10-K
dated September 19, 1990
(c) Incorporated by reference to Sheffield Exploration
Company, Inc. (S.E.C. File No. 0-13201) Form 10-K dated
September 20, 1993.
(d) Incorporated by reference to Sheffield Exploration
Company, Inc. (S.E.C. File No. 0-13201) Form 10-K dated
September 27, 1994.
* Agreement filed only with manually executed copies of
Form 10-K.