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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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1996
FORM 10-K/A
AMENDMENT NO. 1
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(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-13108
VASTAR RESOURCES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 95-4446177
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
15375 MEMORIAL DRIVE
HOUSTON, TEXAS 77079
(Address of principal executive offices) (Zip Code)
(281) 584-6000
(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Common Stock, Par Value $.01 Per Share New York Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act: NONE
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 BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. ____
The aggregate market value of the Registrant's voting stock held by
non-affiliates on March 3, 1997, based on the closing price on the New York
Stock Exchange composite tape on that date of $29, was $500,555,950.
As of March 3, 1997, there were 97,260,551 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive proxy statement for the 1997 Annual
Meeting of Stockholders to be held on May 21, 1997, which will be filed with the
Securities and Exchange Commission within 120 days after December 31, 1996, are
incorporated by reference into Part III.
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This Amendment No. 1 on Form 10-K/A (this "Amendment") amends Part IV of the
Annual Report on Form 10-K of Vastar Resources, Inc. (the "Company") for the
fiscal year ended December 31, 1996 (the "Form 10-K"), to correct certain
inadvertent typographical errors and omissions contained therein and to revise
the Company's Financial Data Schedule (Exhibit 27) to correct an inadvertent
error relating to the "Common" and "Other-SE" tags. In accordance with Rule
12b-15 promulgated under the Securities Exchange Act of 1934, as amended, this
Amendment sets forth the complete text to Part IV of the Form 10-K and
Exhibit 27, as amended.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this report:
1 and 2 -- Financial Statements and Financial Statement Schedules:
These documents are listed in the Index to Consolidated
Financial Statements in Item 8 hereof.
3. Exhibits:
3.1 -- Second Restated Certificate of Incorporation of Vastar
Resources, Inc. ("Vastar") filed with the State of
Delaware on May 17, 1996 (filed with the Securities and
Exchange Commission (the "Commission") on August 7, 1996
as Exhibit 3 to Vastar's report on Form 10-Q for the
quarterly period ended June 30, 1996 (Commission File No.
1-13108) and incorporated herein by reference)
3.2 -- By-Laws of Vastar (filed with the Commission as Exhibit
3.2 to Vastar's report on Form 10-K for the year ended
December 31, 1994 (Commission File No. 1-13108) and
incorporated herein by reference)
4.1 -- Form of certificate evidencing Common Stock (filed with
the Commission on June 23, 1994 as Exhibit 4 to Amendment
No. 4 to Vastar's Registration Statement on Form S-1
(Registration No. 33-74536) (Commission File No. 1-13108)
and incorporated herein by reference)
4.2(a) -- Indenture dated as of January 1, 1995 between Vastar and
NationsBank of Texas, N.A. (filed with the Commission as
Exhibit 4.2 to Vastar's report on Form 10-K for the year
ended December 31, 1994 (Commission File No. 1-13108) and
incorporated herein by reference)
4.2(b) -- Supplemental Indenture, dated May 18, 1995, by and among
Vastar, NationsBank of Texas, N.A., Harris Trust and
Savings Bank and Bank of Montreal Trust Company,
effective May 25, 1995 (filed with the Commission on
June 9, 1995 as Exhibit 4 to Vastar's Current Report
on Form 8-K dated May 5, 1995 (Commission File No.
1-13108) and incorporated herein by reference)
10.1(a) -- Amendment No. 1 to Credit Agreement, dated as of March
29, 1996, among Vastar, the Banks Parties thereto, the
Co-Agents listed therein and Morgan Guaranty Trust
Company of New York, as Agent (filed with the Commission
on May 2, 1996 as Exhibit 10 to Vastar's Quarterly Report
on Form 10-Q for the quarterly period ended March 31,
1996 (Commission File No. 1-13108) and incorporated
herein by reference)
10.1(b) -- $800,000,000 Credit Agreement, dated as of May 5, 1995,
among Vastar, the Banks Parties thereto, the Co-Agents
listed therein and Morgan Guaranty Trust Company of New
York, as Agent (filed with the Commission on June 9, 1995
as Exhibit 10.3 to Vastar's Current Report on Form 8-K
dated May 5, 1995 (Commission File No. 1-13108) and
incorporated herein by reference)
10.2 -- General Conveyance and Assumption Agreement, dated
October 8, 1993, modified as of December 13, 1993 and
December 22, 1993, between Vastar and Atlantic Richfield
Company ("ARCO") (filed with the Commission on January
28, 1994 as Exhibit 10.2 to Vastar's Registration
Statement on Form S-1 (Registration No. 33-74536)
(Commission File No. 1-13108) and incorporated herein by
reference)
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10.3 -- Cross-Indemnification Agreement, dated as of October 1,
1993, between Vastar and ARCO (filed with the Commission
on January 28, 1994 as Exhibit 10.3 to Vastar's
Registration Statement on Form S-1 (Registration No.
33-74536) (Commission File No. 1-13108) and incorporated
herein by reference)
10.4(a) -- Tax Sharing Agreement, dated as of October 1, 1993,
between Vastar and ARCO (filed with the Commission on
January 28, 1994 as Exhibit 10.4 to Vastar's Registration
Statement on Form S-1 (Registration No. 33-74536)
(Commission File No. 1-13108) and incorporated herein by
reference)
10.4(b) -- First Amendment to Tax Sharing Agreement, dated as of
June 1, 1995, between Vastar, F&H Pipeline Company, Grant
Gathering Company, Wilburton Hub, Inc., Vastar Gas
Marketing, Inc. and ARCO (filed with the Commission as
Exhibit 10 to Vastar's report on Form 10-Q for the
quarterly period ended June 30, 1995 (Commission File
No. 1-13108) and incorporated herein by reference)
10.5 -- Corporate Services Agreement, dated as of February 22,
1994, between Vastar and ARCO (filed with the Commission
on March 23, 1994 as Exhibit 10.5 to Amendment No. 1 to
Vastar's Registration Statement on Form S-1 (Registration
No. 33-74536) (Commission File No. 1-13108) and
incorporated herein by reference)
10.6 -- ARCO Exploration and Production Technology Technical
Services Agreement, dated as of October 1, 1993, between
Vastar and ARCO (filed with the Commission on January 28,
1994 as Exhibit 10.7 to Vastar's Registration Statement
on Form S-1 (Registration No. 33-74536) (Commission File
No. 1-13108) and incorporated herein by reference)
10.7 -- Insurance Services Agreement, dated as of March 24, 1994,
between Vastar and ARCO (filed with the Commission on May
26, 1994 as Exhibit 10.8 to Amendment No. 2 to Vastar's
Registration Statement on Form S-1 (Registration No.
33-74536) (Commission File No. 1-13108) and incorporated
herein by reference)
10.8 -- Agreement for the Purchase and Sale of Natural Gas
Liquids, dated December 21, 1993, between Vastar and ARCO
(filed with the Commission on January 28, 1994 as Exhibit
10.9 to Vastar's Registration Statement on Form S-1
(Registration No. 33-74536) (Commission File No. 1-13108)
and incorporated herein by reference)
10.9 -- Technology Assignment Agreement, dated as of October 1,
1993, between Vastar and ARCO (filed with the Commission
on January 28, 1994 as Exhibit 10.11 to Vastar's
Registration Statement on Form S-1 (Registration No.
33-74536) (Commission File No. 1-13108) and incorporated
herein by reference)
10.10 -- Technology Undivided Interest Assignment Agreement, dated
as of October 1, 1993, between Vastar and ARCO (filed
with the Commission on January 28, 1994 as Exhibit 10.12
to Vastar's Registration Statement on Form S-1
(Registration No. 33-74536) (Commission File No. 1-13108)
and incorporated herein by reference)
10.11 -- Information Technology License Agreement, dated as of
October 1, 1993, between Vastar and ARCO (filed with the
Commission on January 28, 1994 as Exhibit 10.13 to
Vastar's Registration Statement on Form S-1 (Registration
No. 33-74536) (Commission File No. 1-13108) and
incorporated herein by reference)
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10.12 -- Intellectual Property License Agreement, dated as of
October 1, 1993, between Vastar and ARCO (filed with the
Commission on January 28, 1994 as Exhibit 10.14 to
Vastar's Registration Statement on Form S-1 (Registration
No. 33-74536) (Commission File No. 1-13108) and
incorporated herein by reference)
10.13 -- Third Party Technology Assignment Agreement, dated as of
October 1, 1993, between Vastar and ARCO (filed with the
Commission on January 28, 1994 as Exhibit 10.15 to
Vastar's Registration Statement on Form S-1 (Registration
No. 33-74536) (Commission File No. 1-13108) and
incorporated herein by reference)
10.14 -- Share Purchase Option and Business Opportunities
Agreement, dated as of May 19, 1994, between Vastar and
ARCO (filed with the Commission on June 7, 1994 as
Exhibit 10.16 to Amendment No. 3 to Vastar's Registration
Statement on Form S-1 (Registration No. 33-74536)
(Commission File No. 1-13108) and incorporated herein by
reference)
10.15 -- Form of Company's Indemnity Agreement with officers and
directors (filed with the Commission on January 28, 1994
as Exhibit 10.17 to Vastar's Registration Statement on
Form S-1 (Registration No. 33-74536) (Commission File No.
1-13108) and incorporated herein by reference)(2)
10.16 -- Gas Sales and Purchase Agreement, dated December 15,
1993, between Vastar Gas Marketing, Inc. and ARCO
Permian, a Unit of ARCO (filed with the Commission on
January 28, 1994 as Exhibit 10.18 to Vastar's
Registration Statement on Form S-1 (Registration No.
33-74536) (Commission File No. 1-13108) and incorporated
herein by reference)
10.17 -- Annual Incentive Plan, as adopted by the Board of
Directors of ARCO on November 26, 1984, and effective on
that date, as amended through February 28, 1994 (filed
with the Commission as Exhibit 10.6 to ARCO's report on
Form 10-K for the year ended December 31, 1994 (File No.
1-1196) and incorporated herein by reference)
10.18 -- Amendment No. 1 to the ARCO Executive Supplementary
Savings Plan II, as amended and effective on January 1,
1989 (filed with the Commission as Exhibit 10.6(b) to
ARCO's report on Form 10-K for the year ended December
31, 1989 (File No. 1-1196) and incorporated herein by
reference)
10.19 -- ARCO Executive Supplementary Savings Plan II, as amended,
restated and effective on July 1, 1988 (filed with the
Commission as Exhibit 10.6 to ARCO's report on Form 10-K
for the year ended December 31, 1988 (File No. 1-1196)
and incorporated herein by reference)
10.20 -- ARCO's 1985 Executive Long-Term Incentive Plan, as
adopted by the Board of Directors of ARCO on May 28,
1985, and as effective on that date, as amended through
February 28, 1994 (filed with the Commission as Exhibit
10.7 to ARCO's report on Form 10-K for the year ended
December 31, 1994 (File No. 1-1196) and incorporated
herein by reference)
10.21 -- ARCO Supplementary Executive Retirement Plan, as adopted
by the Board of Directors of ARCO on March 26, 1990 and
effective on October 1, 1990 (filed with the Commission
as Exhibit 10.2 to ARCO's report on Form 10-K for the
year ended December 31, 1990 (File No. 1-1196) and
incorporated herein by reference)
10.22 -- Amendment No. 1 to the ARCO Supplementary Executive
Retirement Plan, as effective March 22, 1993 (filed with
the Commission as Exhibit 10 to ARCO's report on Form
10-Q for the quarterly period ended June 30, 1993 (File
No. 1-1196) and incorporated herein by reference)
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10.23 -- ARCO Executive Deferral Plan, as adopted by the Board of
Directors of ARCO on March 26, 1990 and effective on
October 1, 1990 (filed with the Commission as Exhibit
10.3 to ARCO's report on Form 10-K for the year ended
December 31, 1990 (File No. 1-1196) and incorporated
herein by reference)
10.24 -- Amendment No. 1 to the ARCO Executive Deferral Plan, as
effective July 27, 1992 (filed with the Commission as
Exhibit 10.2(b) to ARCO's report on Form 10-K for the
year ended December 31, 1992 (File No. 1-1196) and
incorporated herein by reference)
10.25 -- ARCO Executive Life Insurance Plan -- Summary Plan
Description, as in effect January 1, 1994 (filed with the
Commission as Exhibit 10.8 to ARCO's report on Form 10-K
for the year ended December 31, 1993 (File No. 1-1196)
and incorporated herein by reference)
10.26 -- ARCO Executive Long-Term Disability Plan -- Summary Plan
Description, as in effect January 1, 1994 (filed with the
Commission as Exhibit 10.9 to ARCO's report on Form 10-K
for the year ended December 31, 1993 (File No. 1-1196)
and incorporated herein by reference)
10.27 -- Form of Indemnity Agreement adopted by the Board of
Directors of ARCO on January 26, 1987 and executed in
February 1987 by ARCO and each of its directors and
officers, included in Exhibit A to ARCO's 1987 Proxy
Statement (filed with the Commission under File No.
1-1196) and incorporated herein by reference)
10.28 -- ARCO Executive Medical Insurance Plan -- Summary Plan
Description, as in effect January 1, 1994 (filed with the
Commission as Exhibit 10.3 to ARCO's report on Form 10-K
for the year ended December 31, 1993 (File No. 1-1196)
and incorporated herein by reference)
10.29 -- Vastar Policy on Financial Counseling and Individual
Income Tax Service, effective January 1, 1994 (filed
with the Commission as Exhibit 10.29 to Vastar's
report on Form 10-K for the year ended December 31,
1995 (Commission File No. 1-13108) and incorporated
herein by reference)(2)
10.30 -- ARCO Policy on Financial Counseling and Individual Income
Tax Service, as revised and effective January 1, 1994
(filed with the Commission as Exhibit 10.5 to ARCO's
report on Form 10-K for the year ended December 31, 1994
(File No. 1-1196) and incorporated herein by reference)
10.31 -- Vastar Supplementary Executive Retirement Plan (filed
with the Commission as Exhibit 10.34 to Vastar's report
on Form 10-K for the year ended December 31, 1994
(Commission File No. 1-13108) and incorporated herein by
reference)(2)
10.32 -- Vastar Annual Incentive Plan (filed with the Commission
as Exhibit 10.35 to Vastar's report on Form 10-K for the
year ended December 31, 1994 (Commission File No.
1-13108) and incorporated herein by reference)(2)
10.33 -- Vastar Executive Long-Term Incentive Plan (filed with the
Commission as Exhibit 10.36 to Vastar's report on Form
10-K for the year ended December 31, 1994 (Commission
File No. 1-13108) and incorporated herein by
reference)(2)
10.34 -- Vastar Executive Deferral Plan (filed with the Commission
as Exhibit 10.37 to Vastar's report on Form 10-K for the
year ended December 31, 1994 (Commission File No.
1-13108) and incorporated herein by reference)(2)
10.35 -- Vastar Stock Option Plan for Outside Directors (filed
with the Commission as Exhibit 10.38 to Vastar's report
on Form 10-K for the year ended December 31, 1994
(Commission File No. 1-13108) and incorporated herein by
reference)(2)
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10.36 -- Vastar Deferral Plan for Outside Directors (filed with
the Commission as Exhibit 10.39 to Vastar's report on
Form 10-K for the year ended December 31, 1994
(Commission File No. 1-13108) and incorporated herein by
reference)(2)
10.37 -- Vastar Executive Life Insurance Plan (filed with the
Commission as Exhibit 10.40 to Vastar's report on Form
10-K for the year ended December 31, 1994 (Commission
File No. 1-13108) and incorporated herein by
reference)(2)
10.38 -- Vastar Executive Long-Term Disability Plan (filed with
the Commission as Exhibit 10.41 to Vastar's report on
Form 10-K for the year ended December 31, 1994
(Commission File No. 1-13108) and incorporated herein by
reference)(2)
10.39 -- Vastar Executive Supplementary Savings Plan (filed with
the Commission as Exhibit 10.42 to Vastar's report on
Form 10-K for the year ended December 31, 1994
(Commission File No. 1-13108) and incorporated herein by
reference)(2)
10.39(a) -- Amendment No. 1 to Vastar Executive Supplementary Savings
Plan, effective as of August 5, 1996(1)(2)
10.40 -- Conversion Agreement, dated as of May 23, 1994, between
Vastar and Michael E. Wiley (filed with the Commission on
June 7, 1994 as Exhibit 10.43 to Amendment No. 3 to
Vastar's Registration Statement on Form S-1 (Registration
No. 33-74536) (Commission File No. 1-13108) and
incorporated herein by reference)(2)
10.41 -- Conversion Agreement, dated as of May 23, 1994, between
Vastar and Steven J. Shapiro (filed with the Commission
on June 7, 1994 as Exhibit 10.44 to Amendment No. 3 to
Vastar's Registration Statement on Form S-1 (Registration
No. 33-74536) (Commission File No. 1-13108) and
incorporated herein by reference)(2)
10.42 -- Conversion Agreement, dated as of May 23, 1994, between
Vastar and Charles D. Davidson (filed with the Commission
on June 7, 1994 as Exhibit 10.45 to Amendment No. 3 to
Vastar's Registration Statement on Form S-1 (Registration
No. 33-74536) (Commission File No. 1-13108) and
incorporated herein by reference)(2)
10.43 -- Conversion Agreement, dated as of May 23, 1994, between
Vastar and Albert D. Hoppe (filed with the Commission on
June 7, 1994 as Exhibit 10.47 to Amendment No. 3 to
Vastar's Registration Statement on Form S-1 (Registration
No. 33-74536) (Commission File No. 1-13108) and
incorporated herein by reference)(2)
10.44 -- Conversion Agreement, dated as of May 23, 1994, between
Vastar and Joseph P. McCoy (filed with the Commission as
Exhibit 10.48 to Amendment No. 3 to Vastar's Registration
Statement on Form S-1 (Registration No. 33-74536)
(Commission File No. 1-13108) and incorporated herein by
reference)(2)
10.45 -- Registration Rights Agreement, dated as of May 25, 1994,
between ARCO and Vastar (filed with the Commission on
June 7, 1994 as Exhibit 10.49 to Amendment No. 3 to
Vastar's Registration Statement on Form S-1 (Registration
No. 33-74536) (Commission File No. 1-13108) and
incorporated herein by reference)
10.46 -- Vastar Retirement Plan for Outside Directors (filed with
the Commission as Exhibit 10.50 to Vastar's report on
Form 10-K for the year ended December 31, 1994
(Commission File No. 1-13108) and incorporated herein by
reference)(2)
10.47 -- Vastar Executive Medical Insurance Plan Summary Plan
Description, effective January 1, 1994 (filed with the
Commission as Exhibit 10.51 to Vastar's report on Form
10-K for the year ended December 31, 1994 (Commission
File No. 1-13108) and incorporated herein by
reference)(2)
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10.48 -- Vastar Comprehensive Management Medical Plan Summary Plan
Description, effective January 1, 1994 (filed with the
Commission as Exhibit 10.52 to Vastar's report on Form
10-K for the year ended December 31, 1994 (Commission
File No. 1-13108) and incorporated herein by
reference)(2)
10.49 -- Vastar Comprehensive Management Medical Plan, Summary of
Material Modifications, effective January 1, 1995 (filed
with the Commission as Exhibit 10 to Vastar's report on
Form 10-Q for the quarterly period ended June 30, 1996
(Commission File No. 1-13108) and incorporated herein by
reference)(2)
12 -- Computation of Ratio of Earnings to Fixed Charges(1)
21 -- List of Subsidiaries of Vastar (filed with the Commission
as Exhibit 21 to Vastar's report on Form 10-K for the
year ended December 31, 1995 (Commission File No.
1-13108) and incorporated herein by reference)
23.1 -- Consent of Coopers & Lybrand L.L.P.(1)
23.2 -- Consent of Ryder Scott Company Petroleum Engineers(1)
27 -- Financial Data Schedule(1)
99.1 -- Review Letter of Ryder Scott Company Petroleum
Engineers(1)
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(1) Filed herewith.
(2) Management contract or compensatory plan or arrangement required to be filed
as an exhibit to this form pursuant to Item 14(c) of Form 10-K.
Copies of exhibits will be furnished upon prepayment of 25 cents per page.
Requests should be addressed to the Corporate Secretary.
(b) Reports on Form 8-K.
DATE OF REPORT ITEM NO. FINANCIAL STATEMENTS
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February 18, 1997 Items 5 and 7 None
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
VASTAR RESOURCES, INC.
(Registrant)
By: /s/ MICHAEL E. WILEY
----------------------------------
Michael E. Wiley
Chairman of the Board, President
and
Chief Executive Officer
Date: March 6, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JIMMIE D. CALLISON Director March 6, 1997
- -----------------------------------------------------
Jimmie D. Callison
/s/ TERRY G. DALLAS Director March 6, 1997
- -----------------------------------------------------
Terry G. Dallas
/s/ CHARLES D. DAVIDSON Senior Vice President and March 6, 1997
- ----------------------------------------------------- Director
Charles D. Davidson
/s/ LINDA G. HAVARD Director March 6, 1997
- -----------------------------------------------------
Linda G. Havard
/s/ MARIE L. KNOWLES Director March 6, 1997
- -----------------------------------------------------
Marie L. Knowles
/s/ ROBERT C. LEVINE Director March 6, 1997
- -----------------------------------------------------
Robert C. LeVine
/s/ JOSEPH P. MCCOY Vice President and Controller March 6, 1997
- -----------------------------------------------------
Joseph P. McCoy
(principal accounting officer)
/s/ WILLIAM D. SCHULTE Director March 6, 1997
- -----------------------------------------------------
William D. Schulte
/s/ STEVEN J. SHAPIRO Senior Vice President, Chief March 6, 1997
- ----------------------------------------------------- Financial Officer and
Steven J. Shapiro Director
(principal financial officer)
/s/ MICHAEL E. WILEY Chairman of the Board, March 6, 1997
- ----------------------------------------------------- President and Chief Executive
Michael E. Wiley Officer
(principal executive officer)
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FORM 10-K/A
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
VASTAR RESOURCES, INC.
(Registrant)
By: /s/ JOSEPH P. MCCOY
----------------------------------
Joseph P. McCoy
Vice President and Controller
Date: March 13, 1997