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UNITED STATES 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 SEPTEMBER 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-23166
HUGOTON ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
KANSAS 48-1036256
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
301 N. MAIN, SUITE 1900, WICHITA, KANSAS 67202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (316) 262-1522
NONE
(Former name or former address, 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 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 of each of the issuer's classes of common stock,
as of the latest practicable date:
CLASS OUTSTANDING AS OF OCTOBER 31, 1996
Common Stock, no par value 19,697,036
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TABLE OF CONTENTS
PART I FINANCIAL INFORMATION (UNAUDITED) PAGE
Item 1. Consolidated Financial Statements
Consolidated Statements of Operations for the three
months and nine months ended September 30, 1996
and 1995 3
Consolidated Balance Sheets at September 30, 1996
and December 31, 1995 4
Consolidated Statements of Cash Flows for the nine
months ended September 30, 1996 and 1995 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II OTHER INFORMATION 11
SIGNATURE 12
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Part I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
HUGOTON ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------- ---------------------
1996 1995 1996 1995
------- ------- ------- -------
Revenues:
Oil and Gas $14,738 $ 8,899 $46,211 $20,277
Gas Plant 465 379 1,384 1,260
Loss on sales of properties - (551) - (585)
Gain on certain gas swap contracts - - 10 -
------- ------- ------- -------
Total revenues 15,203 8,727 47,605 20,952
------- ------- ------- -------
Expenses:
Production
Lease operations 4,358 2,216 12,722 5,043
Production and severance tax 878 499 2,459 1,111
Gathering, transportation and other 448 86 1,296 269
Gas plant 353 243 1,046 747
Exploration 527 1,236 1,034 1,937
General and administrative 1,520 1,219 4,876 2,816
Depreciation, depletion, amortization 5,936 3,745 18,207 8,049
------- ------- ------- -------
Total expenses 14,020 9,244 41,640 19,972
------- ------- ------- -------
Operating income (loss) 1,183 (517) 5,965 980
Other income (expenses):
Interest (1,561) (1,400) (4,542) (3,551)
Other 4 15 94 275
------- ------- ------- -------
Total other income (expenses) (1,557) (1,385) (4,448) (3,276)
------- ------- ------- -------
Income (loss) before income taxes
and extraordinary item (374) (1,902) 1,517 (2,296)
Provision (benefit) for income taxes (142) (496) 576 (496)
Income (loss) before
extraordinary item (232) (1,406) 941 (1,800)
------- ------- ------- -------
Extraordinary item-loss from early
extinguishment of debt, net of tax - (136) - (136)
Net income (loss) $ (232) $(1,542) $ 941 $(1,936)
======= ======= ======= =======
Income (loss) per common share:
Income (loss) before extraordinary item $ (0.01) $ (0.11) $ 0.05 $ (0.16)
======= ======= ======= =======
Extraordinary item $ 0.00 $ (0.01) $ 0.00 $ (0.01)
======= ======= ======= =======
Net income (loss) per common share $ (0.01) $ (0.12) $ 0.05 $ (0.17)
======= ======= ======= =======
Weighted average number of common
shares outstanding 19,697 12,978 19,697 11,405
======= ======= ======= =======
See accompanying notes.
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HUGOTON ENERGY CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- ------------
ASSETS
Current assets:
Cash $ 3,103 $ 3,914
Accounts receivable 11,018 8,859
Other 1,222 1,096
-------- --------
Total current assets 15,343 13,869
-------- --------
Properties and equipment, at cost (successful efforts method)
Proved properties 241,492 232,173
Unproved properties 24,800 7,314
Gas plant 1,477 2,976
Other 6,178 5,612
-------- --------
273,947 248,075
Less accumulated depreciation, depletion and amortization (48,165) (30,728)
-------- --------
225,782 217,347
-------- --------
Other assets, net 2,170 3,439
-------- --------
Total Assets $243,295 $234,655
======== ========
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable $ 4,927 $ 4,440
Accrued property taxes payable 1,350 529
Accrued liabilities 914 831
Accrued swap contract liability - 1,646
Accrued interest payable 734 341
-------- --------
Total current liabilities 7,925 7,787
-------- --------
Long-term debt 95,000 88,000
Deferred income taxes 11,371 10,795
Other deferred liabilities 735 750
Commitments and contingencies - -
Shareholders' equity:
Preferred stock, no par value, 10,000,000 shares authorized,
none issued and outstanding - -
Common Stock, no par value, 100,000,000 shares authorized,
19,697,036 shares issued and outstanding (19,697,036 197 197
Paid-in capital 134,541 134,541
Retained deficit (6,474) (7,415)
-------- --------
Total shareholders' equity 128,264 127,323
-------- --------
Total Liabilities and Shareholders' Equity $243,295 $234,655
======== ========
See accompanying notes.
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HUGOTON ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------------
1996 1995
-------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 941 $ (1,936)
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY
OPERATING ACTIVITIES:
Depreciation, depletion, and amortization 18,207 8,049
Gain on sale of marketable securities - (73)
Loss on sale of properties - 585
Gain on sale of other property and equipment (76) (21)
Deferred income taxes 576 (496)
Other non-cash charges 166 -
Extraordinary loss from early extinguishment of debt - 136
CHANGES IN OPERATING ASSETS AND LIABILITIES:
Accounts receivable (2,159) (179)
Other current assets (126) (168)
Other 784 (50)
Accounts payable 487 (1,186)
Accrued liabilities 1,297 67
Accrued swap contract liability (1,646) -
Deferred liabilities (15) 225
-------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 18,436 4,953
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Consolidated Oil & Gas, net of cash acquired - (28,799)
Additions to properties and equipment (33,512) (18,915)
Proceeds from sales of marketable securities - 11,158
Proceeds from sale of proved properties and other assets 7,265 326
-------- ---------
NET CASH USED IN INVESTING ACTIVITIES (26,247) (36,230)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long term debt 22,000 110,000
Repayment of long term debt (15,000) (75,000)
Increase in debt issue costs - (250)
-------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 7,000 34,750
-------- ---------
Net increase (decrease) in cash (811) 3,473
Cash at beginning of period 3,914 1,666
-------- ---------
Cash at end of period $ 3,103 $ 5,139
======== =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ 4,408 $ 3,957
See accompanying notes.
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HUGOTON ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. INTERIM FINANCIAL STATEMENTS
The consolidated financial statements at September 30, 1996 and for
the nine month period then ended are unaudited and reflect all adjustments
(consisting of only normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the financial position and
operating results for the interim period. The consolidated financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto, together with management's discussion and
analysis of financial condition and results of operations, contained in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1995. The results of operations for the nine months ended September 30, 1996
are not necessarily indicative of the results which may be expected for any
other interim period or for the entire fiscal year ending December 31, 1996.
NOTE 2. EARNINGS PER COMMON SHARE
The Company's earnings per common share has been computed based on the
weighted average number of shares outstanding during the period.
NOTE 3. PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The accompanying unaudited pro forma results of operations give effect
to the Consolidated Oil & Gas, Inc. (COG) and Mobil acquisitions as if the
transactions had occurred on January 1, 1995 under the purchase method of
accounting. The unaudited pro forma results of operations data is presented
for illustrative purposes and is not necessarily indicative of the actual
results that would have occurred had the acquisitions been consummated as of
January 1, 1995 or of future results of operations. The data reflects
adjustments for (a) the mark to market of open hedging contracts held by COG at
the time of acquisition, (b) the estimated change in general and administrative
expenses giving effect to integration of the administrative functions of the
combined companies, (c) the estimated increase in depreciation, depletion and
amortization relating to the acquisitions, (d) the estimated increase in
interest expense resulting from the increased borrowings relating to the
acquisitions and (e) the estimated provision for income taxes for the change in
income taxes resulting from the inclusion of the historical results of
operations of the acquisitions and the adjustments in (a) through (d) above.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 1995 SEPTEMBER 30, 1995
------------------ ------------------
(IN THOUSANDS, EXCEPT (IN THOUSANDS, EXCEPT
PER SHARE DATA) PER SHARE DATA)
Unaudited pro forma information:
Revenues . . . . . . . . . . . . $ 13,864 $ 45,030
Net loss . . . . . . . . . . . . $ (1,811) $ (1,358)
Net loss per share . . . . . . . $ (.09) $ (.07)
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
Hugoton Energy Corporation, a Kansas corporation, (together with its
subsidiaries, "the Company") is an independent oil and natural gas company
engaged in the exploration for and the development, production and acquisition
of oil and natural gas. The Company's properties are primarily located in the
four states of Kansas, Oklahoma, Texas and North Dakota. The Company is one of
the most active independent operators in the Hugoton Field and has recently
expanded its operations to other significant basins in the United States.
Through September 30, 1996, the Company participated in the drilling
of 35 wells of which 27 were successfully completed for a success rate of 77%.
The Company plans to drill approximately 35 additional wells during the fourth
quarter of 1996.
CURRENT DEVELOPMENTS
1996 Acquisitions and Sales of Properties
On June 20, 1996, the Company purchased a 50% working interest for
$12.9 million in approximately 95,000 gross acres in the Austin Chalk Trend in
Louisiana. This acreage acquisition, coupled with the January 1, 1996 acreage
acquisition mentioned below and various acreage acquired in the third quarter,
presents the Company with a total of 148,000 gross acres in the Austin Chalk
Trend to explore.
On April 29, 1996, the Company sold its interest in a group of
non-strategic producing gas properties and a gas gathering and salt water
disposal system located in Southern Colorado and Northern New Mexico to a major
oil company for $4.5 million.
On February 15, 1996, the Company sold its interest in approximately
450 non-strategic producing oil properties located in Northeast Oklahoma for
$1.5 million.
On January 1, 1996, the Company purchased a group of producing oil and
gas properties and undeveloped acreage for $9.7 million from a privately-held
company that operates the properties. The producing properties and acreage are
located in Southeast Texas and established a presence for the Company in the
Austin Chalk trend. The acquisition included eight producing wells and 35,000
gross acres, of which the Company's working interest is 25% and 50%
respectively.
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RESULTS OF OPERATIONS
The following table sets forth certain operating information of the
Company for the periods shown:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1996 1995 1996 1995
---- ---- ---- ----
Net production(1):
Natural gas (MMCF) 4,711 4,001 14,430 9,897
Oil (MBBLS) 411 253 1,268 493
Natural gas equivalents (MMCFE) 7,177 5,519 22,038 12,855
Average net daily production(1):
Natural gas (MCF) 51,208 43,485 52,665 36,252
Oil (BBLS) 4,473 2,755 4,628 1,807
Natural gas equivalents (MCFE) 78,046 60,015 80,433 47,094
Average sales price per unit(2):
Natural Gas ($/MCF) $1.54 $1.21 $1.65 $1.21
Oil ($/BBL) 18.16 16.01 17.66 16.43
Natural gas equivalents ($/MCFE) 2.05 1.61 2.10 1.56
- --------------
(1) Net production and average net daily production excludes NGLs and
natural gas purchased by AmGas (100% owned subsidiary of the Company)
from and sold to unrelated third parties.
(2) Average prices received from sales of natural gas include revenues
attributable to NGLs as the Company has not historically accounted
separately for production or revenues attributable to NGLs.
Three Months Ended September 30, 1996 Compared to Three Months Ended
September 30, 1995
Net Income or Loss and Cash Flow from Operating Activities. The
Company reported a net loss of $0.2 million, or $.01 per share, on total
revenue of $15.2 million for the three months ended September 30, 1996. This
compares to a net loss of $1.5 million, or $.12 per share, on total revenues of
$8.7 million for the three months ended September 30, 1995. Cash flows from
operating activities for the three months ended September 30, 1996 increased to
$6.4 million from $2.4 million for the same period in 1995. The decrease in
the net loss and the increase in cash flows for 1996 is largely attributable to
the impact of the addition of the properties acquired in the COG acquisition
completed in September of 1995, higher average sales prices and the continued
success of the Company's drilling program. The Company's net income, cash
flows and average sales prices for the third quarter of 1996 were significantly
impacted by the Company's oil and natural gas swap contracts, resulting in
pre-tax income being reduced by $3.2 million for the three months ended
September 30, 1996.
Oil and Gas Revenues. Revenues from oil and gas operations increased
by 65% to $14.7 million for the three months ended September 30, 1996 compared
to $8.9 million for the same period during 1995. The increase is attributed to
the higher oil and natural gas prices, the inclusion of the COG acquisition
properties and the continued success of the Company's drilling program.
Production Expense. Production expense for the three months ended
September 30, 1996, increased to $5.7 million compared to $2.8 million during
the same period of 1995. This increase reflects the addition of a substantial
number of wells, through the COG acquisition and the Company's drilling
program, and the increase in the oil component of the Company's production from
the previous period.
General and Administrative Expense. General and administrative
expense increased to $1.5 million in the three month period ended September 30,
1996, compared to $1.2 million for the same period in 1995. This increase
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reflects the continued expansion of the Company's operations; however, these
expenses declined when expressed as a percentage of revenues.
Depreciation, Depletion and Amortization Expense. Depreciation,
depletion and amortization ("DD&A") for the three months ended September 30,
1996 was $5.9 million compared to $3.7 million for the same period of 1995.
The increase is mainly due to higher production levels in 1996 compared to 1995
and the result of increased DD&A rates resulting from the application of the
fair market value basis allocated to proved oil and gas properties acquired
from COG, which bear a higher unit of production DD&A rate than the Company's
other producing properties.
Income Taxes. For the three months ended September 30, 1996, the
Company recorded a tax benefit of $0.1 million compared to a tax benefit of
$0.5 million for the same period of 1995. The benefit recorded in 1996
represents the Company's net loss for the three months ended at the effective
tax rate of 38%.
Nine Months Ended September 30, 1996 Compared to Nine Months Ended
September 30, 1995
Net Income or Loss and Cash Flow from Operating Activities. The
Company reported net income of $0.9 million, or $.05 per share, on total
revenue of $47.6 million for the nine months ended September 30, 1996. This
compares to a net loss of $1.9 million, or $.17 per share, on total revenues of
$21.0 million for the nine months ended September 30, 1995. Cash flows from
operating activities increased to $18.4 million from $5.0 million for the nine
months ended September 30, 1996 compared to the same period in 1995. The
increase in net income and cash flows for 1996 is largely attributable to the
impact of the addition of the properties acquired in the COG acquisition
completed in September, 1995, higher average sales prices and the continued
success of the Company's drilling program. The Company's net income, cash
flows and average sales prices for the first nine months of 1996 were
significantly impacted by the Company's oil and natural gas swap contracts,
resulting in pre-tax income being reduced by $6.7 million for the nine months
ended September 30, 1996
Oil and Gas Revenues. Revenues from oil and gas operations increased
by 128% to $46.2 million for the nine months ended September 30, 1996 compared
to $20.3 million for the same period during 1995. The increase is attributed
to the higher oil and natural gas prices, the inclusion of the COG acquisition
properties and the continued success of the Company's drilling program.
Production Expense. Production expense for the nine months ended
September 30, 1996, increased to $16.5 million compared to $6.4 million during
the same period of 1995. This increase reflects the addition of a substantial
number of wells, through the COG acquisition and the Company's drilling
program, and the increase in the oil component of the Company's production.
General and Administrative Expense. General and administrative
expense increased to $4.9 million in the nine month period ended September 30,
1996, compared to $2.8 million for the same period in 1995. This increase
reflects the continued expansion of the Company's operations; however, these
expenses declined when expressed as a percentage of revenues.
Depreciation, Depletion and Amortization Expense. Depreciation,
depletion and amortization ("DD&A") for the nine months ended September 30,
1996 was $18.2 million compared to $8.0 million for the same period of 1995.
The increase is mainly due to higher production levels in 1996 compared to 1995
and the result of increased DD&A rates resulting from the application of the
fair market value basis allocated to proved oil and gas properties acquired
from COG, which bear a higher unit of production DD&A rate than the Company's
other producing properties.
Income Taxes. For the nine months ended September 30, 1996, the
Company recorded a tax provision of $0.6 million compared to a tax benefit of
$0.5 million for the same period of 1995. The provision recorded in 1996
represents the Company's net income for the nine months ended at the effective
tax rate of 38%.
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LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital position increased by $1.3 million from
year-end 1995 to $7.4 million at September 30, 1996. Cash decreased and
accounts receivable increased by $0.8 million and $2.2 million, respectively.
The Company's current ratio of current assets to current liabilities was 1.9 at
September 30, 1996 and 1.8 at December 31, 1995.
Capital Expenditures. The Company's primary needs for cash are for
exploration, development and acquisitions of oil and gas properties, payment of
interest on outstanding indebtedness and working capital obligations. The
Company's 1996 capital expenditure budget has been increased to $40 million.
Through September 30, 1996, the Company has expended $23.5 million for
acquisitions and $7.5 million on its drilling program. Funding for the
Company's exploration and development activities and its working capital
obligations is provided primarily by internally-generated cash flow. The
Company budgets its capital expenditures based on projected cash flows and
routinely adjusts the level of its capital expenditures in response to
anticipated changes in cash flows.
During the first nine months of 1996, the Company's net borrowings
increased by $7 million as a result of acquisitions by the Company of certain
producing properties and undeveloped acreage.
Capital Resources. The Company's capital resources consist of cash
flow from operating activities and funds available under its bank Credit
Facility. On September 7, 1995, the Company arranged a new bank Credit
Facility which is an unsecured $250 million revolving credit agreement that is
due September 7, 1999. The new facility is provided by a group of seven
commercial banks. The Borrowing Base, as defined, is currently set at $135
million, and is subject to semi-annual redetermination. Outstanding borrowings
were $95 million at September 30, 1996.
The Credit Facility provides the option of borrowing at floating
interest rates based on the Agent Bank's base rate or at a Eurodollar option
based on the London Interbank Offered Rates ("LIBOR") plus 3/4 of 1% to 1.25%,
depending on the outstanding loan balance. Interest is paid quarterly or at
the end of each interest period. The current weighted average interest rate is
6.52%. The Company also incurs a commitment fee of 1/4 of 1% on the unused
portion of the Borrowing Base. The Credit Facility contains customary
restrictive covenants, including restrictions on the payment of dividends and
requires the Company to maintain certain financial ratios.
The Company has historically funded its operations and capital
spending programs with cash flow from operations and borrowings under bank
credit facilities. The Company believes that cash flow from operations and the
borrowing availability under the Credit Facility will be sufficient to meet its
anticipated capital requirements for 1996. However, because future cash flows
and the availability of financing are subject to a number of variables, such as
the level of production and the prices received for natural gas and oil, there
can be no assurance that the Company's capital resources will be sufficient to
maintain currently planned levels of capital expenditures.
In general, because the Company's principal natural gas and oil
reserves are depleted by production, its success is dependent upon the results
of its development, acquisition and exploration activities.
This report contains certain 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, amended. Although the Company
believes the assumptions underlying the forward looking statements contained
herein are reasonable, any of the assumptions could be inaccurate, and
therefore, there can be no assurance that the forward-looking statements
contained in the report will prove to be accurate.
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PART II. OTHER INFORMATION
ITEMS 1, 2, 3 & 6 ARE NOT APPLICABLE AND HAVE BEEN OMITTED.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's Annual Meeting of Stockholders, held May 16, 1996, the
following individuals were elected to the Board of Directors:
Floyd C. Wilson - Class III director, term expires at annual meeting
of stockholders in 1999
A. Mark Womble - Class III director, term expires at annual meeting
of stockholders in 1999
J. W. Decker - Class III director, term expires at annual meeting of
stockholders in 1999
The following members of the Board of Directors had terms which continued after
the meeting:
Stephen Berger - Class II director, term expires at annual meeting of
stockholders in 1997
David H. Kennedy - Class II director, term expires at annual meeting
of stockholders in 1997
William E. Macaulay - Class II director, term expires at annual
meeting of stockholders in 1997
David S. Elkouri - Class I director, term expires at annual meeting of
stockholders in 1998
John T McNabb, II - Class I director, term expires at annual meeting
of stockholders in 1998
Alan J. Andreini - Class I director, term expires at annual meeting of
stockholders in 1998
The following proposals were approved at the Company's Annual meeting:
Affirmative Negative Votes
Votes Votes Withheld
----- ----- --------
1. Election of three Class III directors to 13,296,014 0 4,735
the Board of Directors
2. Consider and approve the Hugoton Energy 13,119,941 46,657 27,035
Corporation Amended and Restated 1993
Nonemployee Directors' Stock Option Plan
3. Consider and approve a Nonstatutory Stock 13,119,883 34,927 38,823
Option Agreement between the Company
and Jay W. Decker dated September 8, 1995
4. Consider and ratify the appointment of 13,288,611 4,900 7,238
Ernst & Young LLP as the independent
accountants of the Company for the fiscal
year ending December 31, 1996
ITEM 5. OTHER INFORMATION
Pursuant to the Stockholders' Agreement dated September 7, 1995, First Reserve
Corporation has named Jonathan L. Linker as their Designated Director to
replace David H. Kennedy, effective July 1, 1996.
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SIGNATURE
Pursuant to the requirements Section 13 or 15 (d) of the Securities Exchange
Act 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, on the 13th day of November,
1996.
HUGOTON ENERGY CORPORATION
(Registrant)
Date: November 13, 1996 /s/ W. Mark Womble
--------------------- ---------------------------------------------
W. Mark Womble, Executive Vice President,
Chief Financial
Officer and Director
(Chief Financial Officer and Duly Authorized
Officer)
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
27 - Financial Data Schedule