1
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
September 18, 1996
AMERICAN EXPLORATION COMPANY
(Exact Name of Registrant as Specified in Its Charter)
0-11871
(Commission File Number)
DELAWARE 74-2086890
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1331 LAMAR, SUITE 900
HOUSTON, TEXAS 77010
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 756-6000
N/A
(Former Name or Former Address, if Changed Since Last Report)
===============================================================================
2
ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS
As previously reported, in July 1996, the limited partners of the New York
Life Oil and Gas Producing Properties Programs (the "NYLOG Programs"), a series
of publicly registered limited partnerships of which a Company subsidiary is a
co-general partner, approved the liquidation of the partnerships. On September
18, 1996, the co-general partners of the NYLOG Programs received bids from third
parties and are negotiating to sell the properties owned by the NYLOG Programs
and certain additional property interests which are held by American. American
anticipates that the sales of these properties (the "1996 Sales") will be
completed during the fourth quarter of 1996, with estimated net proceeds to the
Company of $8.6 million.
On September 27, 1996, the Company acquired from Zilkha Energy Company
("Zilkha") interests in two blocks in the Gulf of Mexico, High Island Block 116
and East Cameron Block 328, for a purchase price of $45 million, before
considering certain interests which are expected to be sold to a third party for
proceeds to the Company of approximately $6 million (the "Zilkha II
Acquisition"). The acquisition was funded through borrowings under the
Company's revolving bank credit agreement (the "Credit Agreement"). The
acquired properties add estimated proved reserves as of the date of acquisition
totaling 3.6 MMBbls of oil and 16.9 Bcf of natural gas. In August 1996,
production from the acquired interests was approximately 700 Bbls of oil and
17,300 Mcf of gas per day.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements
(a) Financial Statements of Businesses Acquired
Set forth on pages 4 through 8 are the audited statements of oil and
gas revenues and direct lease operating expenses of the oil and gas
property interests acquired in the Zilkha II Acquisition.
(b) Pro Forma Financial Information
Set forth on pages 9 through 13 are the unaudited pro forma condensed
consolidated financial statements (the "Pro Forma Statements") which give effect
to (i) that portion of the purchase of investors' interests in a series of
institutional investment programs (the "APPL Consolidation") that was completed
in the first half of 1995 for a purchase price of approximately $9 million, (ii)
the 1995 sales of interests in several other fields for aggregate proceeds of
approximately $2.5 million (the "1995 Sales"), (iii) the sale of the Sawyer
Field in July 1995 for proceeds of $64 million (the "Sawyer Sale"), (iv) the
acquisition of interests in five blocks in the Gulf of Mexico in March 1996 for
a purchase price of approximately $14 million (the "Zilkha I Acquisition"), (v)
the Zilkha II Acquisition and (vi) the 1996 Sales. The Sawyer Sale, the 1995
Sales and the APPL Consolidation are sometimes collectively referred to in the
Pro Forma Statements as the "1995 Transactions."
The pro forma statements of operations for the six months ended June 30,
1996 and for the year ended December 31, 1995 have been prepared assuming that
each of the transactions described above was consummated as of January 1, 1995.
The Pro Forma Statements do not include results from the High Island 116 well
acquired in the Zilkha II Acquisition because the well did not produce during
the applicable periods. The well commenced production in August 1996 at a net
production rate of 300 Bbls of oil per day and 17,300 Mcf of natural gas per
day. The pro forma balance sheet was prepared assuming that the Zilkha II
Acquisition and the 1996 Sales were consummated as of June 30, 1996.
The Pro Forma Statements are not necessarily indicative of the financial
results which would have occurred had the Company completed each of the
transactions described above as of January 1, 1995 or June 30, 1996, as the case
may be. Furthermore, future results may vary significantly from the results
reflected in the Pro Forma Statements due to changes in production levels,
changes in market prices for oil and gas, future expenditures for acquisitions,
development drilling and exploration and other factors. The Pro Forma Statements
should be read in conjunction with the consolidated financial statements of the
Company included in the Company's most recent annual report on Form 10-K and
quarterly report on Form 10-Q.
-2-
3
(c) Exhibits
10(a) Purchase and Sale Agreement, dated September 27, 1996, between
American Exploration Company, as Seller and Zilkha Energy Company,
as Purchaser.
10(b) Sixth Amendment to Note Purchase Agreement, dated as of September
12, 1996, by and among the Company and the parties named therein.
10(c) Amendment No. 2 to Warrant Purchase Agreement, dated as of
September 12, 1996.
10(d) Amendment No. 5 to Amended and Restated Credit Agreement, dated as
of September 26, 1996, among American Exploration Company, the
banks listed therein and Morgan Guaranty Trust Company of New York,
as agent, and Bank of Montreal, as co-agent.
99 American Exploration Company News Release on the agreement to
purchase two offshore blocks in the Gulf of Mexico from a private
company.
-3-
4
INDEPENDENT AUDITORS' REPORT
The Sole Director
Zilkha Energy Company:
We have audited the accompanying statement of oil and gas revenues and
direct lease operating expenses attributable to certain oil and gas properties
(the Zilkha II Properties) to be acquired by American Exploration Company for
the year ended December 31, 1995. This statement of oil and gas revenues and
direct lease operating expenses is the responsibility of Zilkha Energy Company's
management. Our responsibility is to express an opinion on this statement of oil
and gas revenues and direct lease operating expenses based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the statement of oil and gas revenues and
direct lease operating expenses is free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the statement of oil and gas revenues and direct lease operating
expenses. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the statement of oil and gas revenues and direct lease operating
expenses. We believe that our audit of the statement of oil and gas revenues and
direct lease operating expenses provides a reasonable basis for our opinion.
The accompanying statement was prepared as described in note 1 for the
purpose of complying with certain rules and regulations of the Securities and
Exchange Commission (SEC) for inclusion in certain SEC regulatory reports and
filings and is not intended to be a complete financial presentation.
In our opinion, the accompanying statement of oil and gas revenues and
direct lease operating expenses presents fairly, in all material respects, the
oil and gas revenues and direct lease operating expenses of the Zilkha II
Properties for the year ended December 31, 1995, in conformity with generally
accepted accounting principles.
KPMG PEAT MARWICK LLP
Houston, Texas
September 26, 1996
-4-
5
THE ZILKHA II PROPERTIES
STATEMENTS OF OIL AND GAS REVENUES AND
DIRECT LEASE OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1995 AND THE PERIOD
JANUARY 1, 1996 THROUGH JUNE 30, 1996 (UNAUDITED)
(IN THOUSANDS)
JANUARY 1,
YEAR 1996
ENDED THROUGH
DECEMBER 31, JUNE 30,
1995 1996
--------- ---------
(UNAUDITED)
Oil and gas revenues............................................... $ 2,886 $ 1,538
Direct lease operating expenses.................................... 1,265 545
------- -------
Oil and gas revenues in excess of direct lease operating
expenses......................................................... $ 1,621 $ 993
======= =======
See accompanying notes to the Statements of Oil and Gas Revenues and
Direct Lease Operating Expenses.
-5-
6
THE ZILKHA II PROPERTIES
NOTES TO STATEMENTS OF OIL AND GAS REVENUES AND
DIRECT LEASE OPERATING EXPENSES
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying statements present the oil and gas revenues and direct
lease operating expenses of East Cameron 328 and High Island 116 (the Zilkha II
Properties) to be acquired by American Exploration Company (the Company) from
Zilkha Energy Company ("Zilkha"). The Zilkha II Properties are located in the
Gulf of Mexico. High Island 116 did not begin producing until the third quarter
of 1996, thus the statement of oil and gas revenues and direct lease operating
expenses is comprised solely of the operations of East Cameron 328, which
commenced production in March 1995.
The statements of oil and gas revenues and direct lease operating expenses
include only the oil and gas revenues and direct lease operating expenses
attributable to the Zilkha II Properties to be acquired by the Company and are
not intended to be a complete set of financial statements. Oil and gas revenues
and direct lease operating expenses included herein are not necessarily
representative of future operations.
The accompanying statements of oil and gas revenues and direct lease
operating expenses were derived from the historical accounting records. Direct
lease operating expenses include payroll, lease and well repairs, maintenance
and other direct operating expenses.
In the opinion of management, the unaudited statement of oil and gas
revenues and direct lease operating expenses for the period January 1, 1996
through June 30, 1996 includes all material adjustments, which consist only of
normal recurring adjustments necessary for a fair presentation, and is not
necessarily indicative of the results for the entire year.
Omitted Historical Financial Information
Full historical financial statements, including general and administrative
expenses, interest expense and income tax expense, have not been presented
historically because the above properties were not accounted for or operated as
a separate division. Historical depletion expense has also not been included as
the basis in the properties has been adjusted in the purchase price allocation;
therefore, historical depletion will no longer be relevant.
Gas Imbalances
The sales method is used for accounting for gas imbalances. Under the sales
method, gas revenues are recorded when received; no adjustment is made for any
resulting imbalance position.
(2) CAPITAL EXPENDITURES (UNAUDITED)
Development expenditures related to the Zilkha II Properties totaled
approximately $4,478,000 and $2,367,000 for the year ended December 31, 1995 and
the period January 1, 1996 through June 30, 1996, respectively.
(3) SUPPLEMENTAL OIL AND GAS RESERVE INFORMATION (UNAUDITED)
Oil and Gas Reserves
The following table shows estimates of proved reserves, net of royalty
interests, at December 31, 1995 to be acquired by the Company from Zilkha during
September 1996. The information was compiled from reserve reports prepared by
William M. Cobb & Associates, Inc., Independent Petroleum Engineering
Consultants, as of January 1, 1996. Reserves for January 1, 1995 have been
calculated by adjusting the January 1, 1996 amounts only for producing
activities. Consequently, no revisions of previous estimates have been
reflected. Management emphasizes that the volumes of reserves shown below are
estimates, which, by their nature, are
-6-
7
THE ZILKHA II PROPERTIES
NOTES TO STATEMENTS OF OIL AND GAS REVENUES AND
DIRECT LEASE OPERATING EXPENSES -- (CONTINUED)
subject to revision. The estimates are made using all available geological and
reservoir data as well as production performance data. These estimates are
reviewed semi-annually and revised, either upward or downward, as warranted by
additional performance data. The properties are located offshore Texas and
Louisiana.
Estimated Quantities of Oil and Gas Reserves:
YEAR ENDED
DECEMBER 31, 1995
--------------------------
OIL GAS
(BBL) (MCF)
--------- --------
Proved reserves:
Beginning of year............................... 3,696,551 741,355
Production...................................... (164,119) (194,342)
--------- --------
End of year..................................... 3,532,432 547,013
========= ========
Proved developed reserves:
Beginning of year............................... -- --
========= ========
End of year..................................... 290,272 222,798
========= ========
Discounted Future Net Cash Flows
Estimates of future net cash flows from proved reserves were made in
accordance with Statement of Financial Accounting Standards No. 69, "Disclosures
about Oil and Gas Producing Activities." The amounts are shown in the following
table.
Estimated future cash inflows are computed by applying year-end prices of
oil and natural gas to year-end quantities of proved reserves. Future price
changes are considered only to the extent provided by contractual arrangements.
Estimated future development and production costs are determined by estimating
the expenditures to be incurred in developing and producing the proved oil and
gas reserves at the end of the year, based on year-end costs and assuming
continuation of existing economic conditions.
Historical supplemental oil and gas reserve information does not include
estimated future income tax expenses as such amounts are not relevant or
indicative of future taxes to be incurred by the Company.
Because of unpredictable variances in expenses and capital forecasts, crude
oil and natural gas price changes, largely influenced and controlled by U.S. and
foreign governmental actions, and the fact that the basis for such estimates
vary significantly, management believes the usefulness of these projections is
limited. Estimates of future net cash flows presented do not represent
management's assessment of future profitability or future cash flow.
Management's investment and operating decisions are based upon reserve estimates
that include proved reserves, and upon different price and cost assumptions from
those used here.
It should be recognized that applying current costs and prices and a ten
percent standard discount rate does not convey absolute value. The discounted
amounts arrived at are only one measure of the value of proved reserves.
-7-
8
THE ZILKHA II PROPERTIES
NOTES TO STATEMENTS OF OIL AND GAS REVENUES AND
DIRECT LEASE OPERATING EXPENSES -- (CONTINUED)
STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS
RELATING TO PROVED OIL AND GAS RESERVES:
DECEMBER 31,
1995
------------
(IN THOUSANDS)
Future cash flows................................................................ $ 58,496
Future development costs......................................................... (14,550)
Future production costs.......................................................... (13,327)
--------
Future net cash inflows before income taxes...................................... 30,619
10% discount factor.............................................................. (7,357)
--------
Standardized measure of discounted future net cash inflows, before income
taxes.......................................................................... $ 23,262
========
CHANGES IN STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS
RELATING TO PROVED OIL AND GAS RESERVES:
DECEMBER 31,
1995
------------
(IN THOUSANDS)
Standardized measure, beginning of year.......................................... $ 21,092
Changes in estimated future development cost..................................... 4,478
Sales, net of production costs................................................... (1,621)
Accretion of discount............................................................ 2,109
Changes in production rates (timing) and other................................... (2,796)
--------
Standardized measure, end of year................................................ $ 23,262
========
-8-
9
AMERICAN EXPLORATION COMPANY AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
(IN THOUSANDS)
(UNAUDITED)
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
-------- ----------- ---------
ASSETS
Current assets:
Cash and temporary cash investments..................... $ 5,085 $ 5,085
Accounts receivable..................................... 15,965 15,965
Assets held for sale.................................... 8,635 $ (8,635)(a) --
Other current assets.................................... 1,112 1,112
-------- -------- --------
Total current assets............................ 30,797 (8,635) 22,162
Property, plant and equipment, net........................ 158,391 39,250 (b) 197,641
Other assets.............................................. 2,541 2,541
-------- -------- --------
Total assets.................................... $191,729 $ 30,615 $ 222,344
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable........................................ $ 16,219 $ 16,219
Payable to partnerships................................. 1,394 1,394
Accrued liabilities..................................... 19,955 19,955
-------- -------- --------
Total current liabilities....................... 37,568 37,568
Long-term debt............................................ 60,000 $ 39,250 (c) 90,615
(8,635)(d)
Other long-term liabilities............................... 5,018 5,018
Stockholders' equity...................................... 89,143 89,143
-------- -------- --------
Total liabilities and stockholders' equity...... $191,729 $ 30,615 $ 222,344
======== ======== ========
-9-
10
AMERICAN EXPLORATION COMPANY AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
(UNAUDITED)
PRO FORMA ADJUSTMENTS
--------------------------------------------
ZILKHA I ZILKHA II
HISTORICAL ACQUISITION ACQUISITION 1996 SALES PRO FORMA
---------- ----------- ----------- ---------- ----------
REVENUES:
Oil and gas sales........ $ 33,173 $ 1,964 (e) $ 1,538 (g) $ (3,683)(i) $32,992
Other revenues, net...... 683 683
------- ------- ------- ------ -------
Total revenues.... 33,856 1,964 1,538 (3,683) 33,675
------- ------- ------- ------ -------
COSTS AND EXPENSES:
Production and
operating.............. 10,196 109 (e) 545 (g) (1,343)(i) 9,507
Depreciation, depletion
and amortization....... 13,473 728 (e) 629 (g) (854)(i) 13,976
General and
administrative......... 3,183 3,183
Taxes other than
income................. 2,616 (251)(i) 2,365
Exploration.............. 7,151 7,151
------- ------- ------- ------ -------
Total costs and
expenses........ 36,619 837 1,174 (2,448) 36,182
------- ------- ------- ------ -------
INCOME (LOSS) FROM
OPERATIONS............... (2,763) 1,127 364 (1,235) (2,507)
Interest and other expense,
net...................... (1,764) (280)(f) (1,570)(h) 345 (j) (3,269)
------- ------- ------- ------ -------
INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM....... (4,527) 847 (1,206) (890) (5,776)
Preferred stock
dividends................ (900) (900)
------- ------- ------- ------ -------
INCOME (LOSS) TO COMMON
STOCK BEFORE
EXTRAORDINARY ITEM....... $ (5,427) $ 847 $(1,206) $ (890) $(6,676)
======= ======= ======= ====== =======
LOSS BEFORE EXTRAORDINARY
ITEM PER COMMON SHARE:
Primary and fully
diluted................ $ (0.46) $ (0.57)
======= =======
NUMBER OF COMMON AND
EQUIVALENT SHARES:
Primary and fully
diluted................ 11,812 11,812
======= =======
-10-
11
AMERICAN EXPLORATION COMPANY AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
(UNAUDITED)
PRO FORMA ADJUSTMENTS
------------------------------------------------------------
1995 ZILKHA I ZILKHA II
HISTORICAL TRANSACTIONS ACQUISITION ACQUISITION 1996 SALES PRO FORMA
---------- ------------ ----------- ----------- ---------- ---------
REVENUES:
Oil and gas sales...... $ 70,768 $ (9,450)(k) $ 7,513 (e) $ 2,886 (g) $ (6,479)(i) $ 65,238
Gain (loss) on sales of
oil and gas
properties........... 10,230 (10,643)(l) (413)
Other revenues, net.... 936 249 (k) 1,185
------- ------- ------- ------- -------- --------
Total revenues... 81,934 (19,844) 7,513 2,886 (6,479) 66,010
------- ------- ------- ------- -------- --------
COSTS AND EXPENSES:
Production and
operating............ 24,515 (3,642)(k) 662 (e) 1,265 (g) (3,423)(i) 19,377
Depreciation, depletion
and amortization..... 30,726 (2,853)(k) 3,506 (e) 1,376 (g) (1,846)(i) 30,909
General and
administrative....... 7,472 56 (k) 7,528
Taxes other than
income............... 5,760 (243)(k) (561)(i) 4,956
Exploration............ 4,826 4,826
Impairment............. 1,822 1,822
------- ------- ------- ------- -------- --------
Total costs and
expenses....... 75,121 (6,682) 4,168 2,641 (5,830) 69,418
------- ------- ------- ------- -------- --------
INCOME (LOSS) FROM
OPERATIONS............. 6,813 (13,162) 3,345 245 (649) (3,408)
Interest and other
expense, net........... (5,336) 3,013 (m) (1,120)(f) (3,140)(h) 691 (j) (5,892)
------- ------- ------- ------- -------- --------
INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM..... 1,477 (10,149) 2,225 (2,895) 42 (9,300)
Preferred stock
dividends.............. (1,800) (1,800)
------- ------- ------- ------- -------- --------
INCOME (LOSS) TO COMMON
STOCK BEFORE
EXTRAORDINARY ITEM..... $ (323) $(10,149) $ 2,225 $(2,895) $ 42 $(11,100)
======= ======= ======= ======= ======== ========
LOSS BEFORE EXTRAORDINARY
ITEM PER COMMON SHARE:
Primary and fully
diluted.............. $ (0.03) $ (0.94)
======= ========
NUMBER OF COMMON AND
EQUIVALENT SHARES:
Primary and fully
diluted.............. 11,812 11,812
======= ========
-11-
12
AMERICAN EXPLORATION COMPANY AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) BASIS OF PRESENTATION
The Pro Forma Condensed Consolidated Balance Sheet is presented as if the
Zilkha II Acquisition and the 1996 Sales occurred as of June 30, 1996. The Pro
Forma Condensed Consolidated Statements of Operations for the six months ended
June 30, 1996 and for the year ended December 31, 1995 are presented as if the
1995 Transactions, the Zilkha I Acquisition, the Zilkha II Acquisition, and the
1996 Sales were consummated as of January 1, 1995.
The Zilkha II Acquisition, the Zilkha I Acquisition and the portion of
the APPL Consolidation completed in 1995 have been accounted for in the Pro
Forma Statements using the purchase method of accounting. The value of the
interests acquired in the Zilkha II Acquisition and the Zilkha I Acquisition
represents the cash consideration given to the seller. The total value of the
acquired interests in the APPL Consolidation was determined based upon the
fair value of the Common Stock and cash offered to the investors.
(2) PRO FORMA ADJUSTMENTS
Balance Sheet
(a) To eliminate the assets to be sold in the 1996 Sales.
(b) To reflect the fair value of the oil and gas properties acquired by the
Company in the Zilkha II Acquisition for a purchase price of $45
million, before considering certain interests which are expected to be
sold to a third party for proceeds to the Company of approximately $6
million.
(c) To reflect the borrowing of $45 million under the Credit Agreement to
fund the Zilkha II Acquisition and the application of approximately
$6 million of proceeds from the sale of interests to a third party to
repay amounts outstanding under the Credit Agreement.
(d) To reflect the application of the estimated net proceeds of $8.6
million from the 1996 Sales to repay amounts outstanding under the
Credit Agreement.
Income Statement
(e) To reflect the results of operations for properties acquired in the
Zilkha I Acquisition.
(f) To adjust historical interest expense to reflect the $14 million
increase in outstanding bank debt to fund the Zilkha I Acquisition
assuming an annual interest rate of 8%, based on the Company's weighted
average interest rate on its bank borrowings.
(g) To reflect the results of operations for the properties acquired in the
Zilkha II Acquisition.
(h) To adjust historical interest expense to reflect the $45 million
increase in outstanding bank debt to fund the Zilkha II Acquisition
and the $6 million reduction in outstanding bank debt by the
application of proceeds from the sale of interests to a third party,
assuming an annual interest rate of 8%, based on the Company's
weighted average interest rate on its bank borrowings.
(i) To eliminate the results of operations related to the 1996 Sales.
-12-
13
(j) To adjust historical interest expense to reflect the application of the
estimated net proceeds of $8.6 million from the 1996 Sales to reduce
outstanding bank debt assuming an annual interest rate of 8%, based
on the Company's weighted average interest rate on its bank borrowings.
(k) To reflect the impact of the 1995 Transactions on the Company's results
of operations.
(l) To eliminate the nonrecurring gain on the Sawyer Sale.
(m) To adjust historical interest expense to reflect the repayment of $62.5
million of outstanding bank debt using the proceeds from the Sawyer
Sale and assuming an annual interest rate of 8%, based on the Company's
weighted average interest rate on its bank borrowings.
-13-
14
SIGNATURE
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 hereunto duly authorized.
AMERICAN EXPLORATION COMPANY
Date: September 27, 1996 By: /s/ CINDY L. GEROW
---------------------------------
Cindy L. Gerow
Vice President and Controller
-14-
15
INDEX TO EXHIBITS
10(a) Purchase and Sale Agreement, dated September 27, 1996, between
American Exploration Company, as Seller and Zilkha Energy Company,
as Purchaser.
10(b) Sixth Amendment to Note Purchase Agreement, dated as of September
12, 1996, by and among the Company and the parties named therein.
10(c) Amendment No. 2 to Warrant Purchase Agreement, dated as of
September 12, 1996.
10(d) Amendment No. 5 to Amended and Restated Credit Agreement, dated as
of September 26, 1996, among American Exploration Company, the
banks listed therein and Morgan Guaranty Trust Company of New York,
as agent, and Bank of Montreal, as co-agent.
99 American Exploration Company News Release on the agreement to
purchase two offshore blocks in the Gulf of Mexico from a private
company.
-3-