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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________________ TO
__________________
COMMISSION FILE NUMBER 0-11871
FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN,
IF DIFFERENT FROM THAT OF THE ISSUER NAMED BELOW:
AMERICAN EXPLORATION 401(K) PLAN
NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE
ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:
AMERICAN EXPLORATION COMPANY
1331 LAMAR, SUITE 900
HOUSTON, TEXAS 77010-3088
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AMERICAN EXPLORATION 401(K) PLAN
TABLE OF CONTENTS
_______________________
Page
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Report of Independent Public Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Financial Statements:
Statements of Net Assets Available for Benefits, with Fund Information,
as of December 31, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Statements of Changes in Net Assets Available for Benefits, with Fund Information,
for the Years Ended December 31, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . . . . . 4
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Supplemental Schedules:
Schedule I - Schedule of Assets Held for Investment Purposes as of December 31, 1996 . . . . . . 9
Schedule II - Schedule of Reportable Transactions for the Year Ended December 31, 1996 . . . . . 10
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Retirement Committee
of the American Exploration 401(k) Plan:
We have audited the accompanying statements of net assets available for
benefits of the American Exploration 401(k) Plan as of December 31, 1996 and
1995, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements and the
schedules referred to below are the responsibility of the Retirement Committee.
Our responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the American
Exploration 401(k) Plan as of December 31, 1996 and 1995, and the changes in
net assets available for benefits for the years then ended, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes as of December 31, 1996, included as Schedule I,
and reportable transactions for the year ended December 31, 1996, included as
Schedule II, are presented for purposes of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The fund information included in the statements of net assets available
for benefits and the statements of changes in net assets available for benefits
is presented for purposes of additional analysis rather than to present the net
assets available for benefits and changes in net assets available for benefits
of each fund. The supplemental schedules and fund information have been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Houston, Texas
May 27, 1997
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AMERICAN EXPLORATION 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1996 AND 1995
Participant-Directed
----------------------------------------------------------------------------
T. Rowe Price Trust Company
--------------------------------------------------------------
American Growth International New Growth Prime
Exploration Stock Stock Income and Income Reserve
Common Stock Fund, Inc. Fund, Inc. Fund, Inc. Fund, Inc. Fund, Inc.
---------- ---------- ---------- ---------- ---------- ----------
ASSETS
Investments, at market value . . . . $ 473,181 $2,077,474 $ 448,033 $ 519,231 $ 209,278 $ 444,254
---------- ---------- ---------- ---------- ---------- ---------
NET ASSETS AVAILABLE FOR
BENEFITS as of December 31, 1996 . . $ 473,181 $2,077,474 $ 448,033 $ 519,231 $ 209,278 $ 444,254
========== ========== ========== ========== ========== =========
ASSETS
Investments, at market value . . . . $ 184,105 $1,588,410 $ 292,465 $ 596,376 $ 94,448 $ 409,470
---------- ---------- ---------- ---------- ---------- ---------
NET ASSETS AVAILABLE FOR
BENEFITS as of December 31, 1995 . . $ 184,105 $1,588,410 $ 292,465 $ 596,376 $ 94,448 $ 409,470
========== ========== ========== ========== ========== =========
Nonparticipant-
Participant-Directed Directed
----------------------- ----------
T. Rowe Price
Trust Company
-----------------------
Stable American
Value Loan Exploration
Fund, Inc. Fund Common Stock Total
---------- ---------- ---------- ----------
ASSETS
Investments, at market value . . . .
117,100 $ 122,222 $ 822,187 $5,232,960
---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS as of December 31, 1996 . . 117,100 $ 122,222 $ 822,187 $5,232,960
========== ========== ========== ==========
ASSETS
Investments, at market value . . . . 107,851 $ 109,006 $ 511,002 $3,893,133
---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS as of December 31, 1995 . . 107,851 $ 109,006 $ 511,002 $3,893,133
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
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AMERICAN EXPLORATION 401(K) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND
INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
Participant-Directed
----------------------------------------------------------------------------------------------------
T. Rowe Price Trust Company
-------------------------------------------------------------------------------------
American Growth International New Growth Prime Stable
Exploration Stock Stock Income and Income Reserve Value Loan
Common Stock Fund, Inc. Fund, Inc. Fund, Inc. Fund, Inc. Fund, Inc. Fund, Inc. Fund
------------ ---------- ------------- ---------- ---------- ---------- ---------- ---------
NET ASSETS AVAILABLE
FOR BENEFITS as of
December 31, 1994 . . . . . $ 151,547 $1,074,751 $ 211,730 $ 446,530 $ 37,714 $ 443,538 $ 89,102 $ 66,357
--------- ---------- --------- --------- --------- --------- --------- ---------
ADDITIONS:
Dividends . . . . . . . . . - 76,763 8,607 35,696 4,777 21,498 6,152 -
Employer contributions. . . - - - - - - - -
Employee contributions. . . 44,045 222,871 95,070 81,475 37,529 81,756 19,126 -
Employee loan interest
income . . . . . . . . . 205 3,728 790 625 310 596 65 -
Employee loan
principal payments . . . 1,225 27,591 7,950 7,464 4,807 4,514 753 (54,304)
Interfund transfers, net. . (4,845) 42,247 (30,070) 5,680 8,796 (22,512) 704 -
Net appreciation in fair
value of investment . . . 32,237 286,410 17,459 52,056 12,522 - - -
--------- ---------- --------- --------- --------- --------- --------- ---------
Total . . . . . . . . . . 72,867 659,610 99,806 182,996 68,741 85,852 26,800 (54,304)
--------- ---------- --------- --------- --------- --------- --------- ---------
DEDUCTIONS:
Withdrawals . . . . . . . . 37,909 88,391 12,641 27,335 10,237 92,350 7,391 5,252
Employee loans . . . . . . 2,400 57,560 6,430 5,815 1,770 27,570 660 (102,205)
--------- ---------- --------- --------- --------- --------- --------- ---------
Total . . . . . . . . . . 40,309 145,951 19,071 33,150 12,007 119,920 8,051 (96,953)
--------- ---------- --------- --------- --------- --------- --------- ---------
NET ASSETS AVAILABLE FOR
BENEFITS as of
December 31, 1995 . . . . . $ 184,105 $1,588,410 $ 292,465 $ 596,376 $ 94,448 $ 409,470 $ 107,851 $ 109,006
--------- ---------- --------- --------- --------- --------- --------- ---------
ADDITIONS:
Dividends . . . . . . . . . - 163,182 11,837 36,689 11,041 21,467 6,525 -
Employer contributions . . - - - - - - - -
Employee contributions 31,798 228,269 95,596 76,976 53,007 59,796 13,839 -
Rollover contributions
from ESOP . . . . . . . . 350,398 298 78 116 41 58 40 -
Employee loan interest
income . . . . . . . . . 278 7,677 1,561 1,333 634 684 212 -
Employee loan principal
payments . . . . . . . . 2,003 53,474 11,796 10,179 4,335 4,048 2,094 (87,929)
Interfund transfers, net. . (161,736) 92,684 25,567 (76,369) 43,513 82,459 (6,118) -
Net appreciation
(depreciation) in fair
value of investment . . . 150,122 198,680 43,254 (24,696) 21,873 - - -
--------- ---------- --------- --------- --------- --------- --------- ---------
Total . . . . . . . . . 372,863 744,264 189,689 24,228 134,444 168,512 16,592 (87,929)
--------- ---------- --------- --------- --------- --------- -------- ---------
DEDUCTIONS:
Withdrawals . . . . . . . . 79,887 205,857 20,954 72,268 16,114 122,853 2,043 14,045
Employee loans . . . . . . 3,900 49,343 13,167 29,105 3,500 10,875 5,300 (115,190)
--------- ---------- --------- --------- --------- --------- --------- ---------
Total . . . . . . . . . . 83,787 255,200 34,121 101,373 19,614 133,728 7,343 (101,145)
--------- ---------- --------- --------- --------- --------- --------- ---------
NET ASSETS AVAILABLE FOR
BENEFITS as of
December 31, 1996 . . . . . $ 473,181 $2,077,474 $ 448,033 $ 519,231 $ 209,278 $ 444,254 $ 117,100 $ 122,222
========= ========== ========= ========= ========= ========= ========= =========
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Nonparticipant-
Directed
----------------
American
Exploration
Common Stock Total
---------------- ----------
NET ASSETS AVAILABLE
FOR BENEFITS as of
December 31, 1994 . . . . . $ 332,300 $2,853,569
--------- ----------
ADDITIONS:
Dividends . . . . . . . . . - 153,493
Employer contributions. . . 155,421 155,421
Employee contributions. . . - 581,872
Employee loan interest -
income . . . . . . . . . - 6,319
Employee loan
principal payments . . . - -
Interfund transfers, net. . - -
Net appreciation in fair
value of investment . . . 81,796 482,480
--------- ----------
Total . . . . . . . . . . 237,217 1,379,585
--------- ----------
DEDUCTIONS:
Withdrawals . . . . . . . . 58,515 340,021
Employee loans . . . . . . - -
--------- ----------
Total . . . . . . . . . . 58,515 340,021
--------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS as of
December 31, 1995 . . . . . $ 511,002 $3,893,133
--------- ----------
ADDITIONS:
Dividends . . . . . . . . . - 250,741
Employer contributions . . 150,275 150,275
Employee contributions - 559,281
Rollover contributions
from ESOP . . . . . . . . - 351,029
Employee loan interest
income . . . . . . . . . - 12,379
Employee loan principal
payments . . . . . . . . - -
Interfund transfers, net. . - -
Net appreciation
(depreciation) in fair
value of investment . . . 234,834 624,067
--------- ----------
Total . . . . . . . . . 385,109 1,947,772
--------- ----------
DEDUCTIONS:
Withdrawals . . . . . . . . 73,924 607,945
Employee loans . . . . . . - -
--------- ----------
Total . . . . . . . . . . 73,924 607,945
--------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS as of
December 31, 1996 . . . . . $ 822,187 $5,232,960
========= ==========
The accompanying notes are an integral part of these financial statements.
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AMERICAN EXPLORATION 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
(1) DESCRIPTION OF THE PLAN
The following description of the American Exploration 401(k) 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 plan established effective January 1,
1989. The Plan was established to provide eligible employees with a convenient
way to save on a regular and long-term basis through investment in various
types of accounts.
ELIGIBILITY
Prior to January 1, 1997, only salaried employees were eligible to
participate in the Plan. Effective January 1, 1997, the eligibility
requirements of the Plan were amended to permit all employees who are regularly
scheduled to work at least twenty hours per week to participate in the Plan on
the first day of the month immediately following the employee's date of hire.
EMPLOYEE CONTRIBUTIONS
Employees may make Salary Deferral Contributions to the Plan of up to
15% of the employee's base salary, limited to the maximum total annual
contribution allowed by federal tax laws. These contributions are made through
payroll deductions and are deducted from the employee's salary each pay period
before federal income taxes are withheld. The Plan also provides for Voluntary
Employee Contributions of up to 10% of the employee's base salary. Such
contributions are made with after-tax dollars. However, the aggregate amount of
an employee's Salary Deferral and Voluntary Employee Contributions for any year
may not exceed 15% of the employee's base salary.
An employee's contributions to the Plan may be invested in one or in a
combination of six mutual funds offered under the Plan. In addition, an
employee may choose to invest in the common stock of American Exploration
Company (the "Company"). An employee may, at any time, change the mix of his
existing investments or change the investments in which future contributions
are placed.
EMPLOYER CONTRIBUTIONS
The Company provides Matching Contributions to the employee's account of
$1.00 for each $1.00 of Salary Deferral Contributions, up to a maximum annual
Matching Contribution. For the years 1996 and 1995, the Company's maximum
annual Matching Contribution was 3% of the employee's base salary or $1,050,
whichever was less. Effective January 1, 1997, the Plan was amended such that
the limit on the Company's annual Matching Contribution was increased to 5% of
the employee's base salary or $7,500, whichever is less. These contributions
are made in the form of common stock of the Company.
The Company may also provide Discretionary Employer Contributions, which
are allocated to each employee's account based upon the ratio of each employee's
base salary to the total base salaries paid to all employees participating in
the Plan. There were no Discretionary Employer Contributions during 1996 or
1995.
VESTING
Participating employees are always fully vested in all employee and
employer contributions, and such amounts cannot be forfeited for any reason.
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(1) DESCRIPTION OF THE PLAN (Continued)
DISTRIBUTION OF BENEFITS
An employee, or the employee's beneficiary, is entitled to receive a
single lump sum distribution of the employee's account balance upon the
occurrence of any of the following events: termination of employment with the
Company, death or permanent disability of the employee, retirement or attainment
of the age of 59 1/2. As of December 31, 1996 and 1995, Net Assets Available
for Plan Benefits included a pending distribution amount of $5,522 and $3,255,
respectively.
TERMINATION
The Employer can terminate, amend or modify the Plan at its option.
If the Plan was to be terminated, then after the payment of expenses, any
unallocated contributions, forfeitures, income and expenses would be allocated
among the members' accounts.
EMPLOYEES' RIGHTS
Employees may make withdrawals from their accounts in the event of
immediate and significant financial need based on the provisions of the Plan.
Employees may also borrow from their accounts subject to various legal
requirements regarding, among other things, the amount of the loan, the interest
rate to be charged and repayment terms. The rate of interest that will be
charged on a loan is the current Prime Rate plus 1%.
As required by federal tax laws, the Plan is subject to certain
limitations on contributions by highly compensated employees, as defined under
such laws. Such limitations are designed to protect the rights of other
employees. There was no liability to refund employee contributions to highly
compensated employees at December 31, 1996 or 1995.
In addition, the sum of amounts contributed to each of a participant's
accounts in all of the Company's defined contribution plans may not exceed the
lesser of $30,000 or 25% of such participant's compensation. There was no
liability to refund employee contributions due to the effect of this provision
at December 31, 1996 or 1995.
The Plan is also subject to certain provisions which become effective if
more than 60% of the present value of its total assets are allocated to the
accounts of key employees, as defined under federal tax laws. There were no
restrictions due to these "top-heavy" provisions during 1996 or 1995.
(2) SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements are presented on the accrual basis of accounting.
The investments of the Plan are stated at fair value based on published closing
quotations as of year-end. The Stable Value Fund, which is a common collective
trust, is valued at $1 per unit. This fund invests a substantial portion
of its assets in Guaranteed Investment Contracts which are fully
benefit-responsive and for which the contract value generally reflects fair
value. As of December 31, 1996 and 1995, the annual rate of return for the
Stable Value Fund was 6.09% and 6.28%, respectively. Participant loans are
valued at their principal amounts which approximate market. Net appreciation
(depreciation) in the fair value of investments consists of realized and
unrealized gains (losses) from investments.
USE OF ESTIMATES
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions which affect the reported amounts of net assets available for Plan
benefits at the date of the financial statements and the reported amounts of
changes in such net assets during the reporting period. Actual results may
differ from those estimates.
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(3) ROLLOVER CONTRIBUTIONS FROM ESOP
In early 1996, the assets of the Employee Stock Ownership Plan of American
Exploration Company (the "ESOP") were distributed to participants in the ESOP
due to the termination of the ESOP. The termination of the ESOP was approved
by the Board of Directors of the Company in September 1994 and was completed in
May 1996. Certain employees elected to roll over their ESOP distributions into
the Plan. An employee's rollover contribution remained invested in the
Company's common stock except for the value of any fractional shares, which
were invested according to the employee's investment allocation on the date of
the rollover contribution. The rollover contributions from the ESOP totaled
$351,029.
(4) REVERSE STOCK SPLIT
On June 13, 1995, the stockholders of the Company approved a one-for-ten
reverse stock split of the Company's common stock. Effective that day, the
614,982 shares of the Company's common stock which were included in the Plan's
assets were reduced to 61,498 shares of common stock, and the closing price of
the Company's common stock on June 13, 1995 increased by a factor of ten.
Accordingly, the value of any portion of a participant's account which was
invested in the Company's common stock did not change as a result of the
reverse stock split.
(5) FEDERAL INCOME TAX STATUS
The Plan obtained its latest determination letter on April 29, 1995, in
which the Internal Revenue Service stated that the Plan is in compliance with
the applicable requirements of the Internal Revenue Code. The Plan has been
amended since receiving the latest determination letter. However, the plan
administrator believes that the Plan is currently designed and being operated
in compliance with the applicable requirements of the Internal Revenue Code.
Therefore, the plan administrator believes the Plan was qualified and the
related trust was tax-exempt as of the financial statement dates.
(6) ADMINISTRATION
The Plan is administered by the Retirement Plan Committee appointed by the
Board of Directors of the Company. The Plan trustee is T. Rowe Price Trust
Company. All administrative expenses of the Plan are borne entirely by the
Company.
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SUPPLEMENTAL SCHEDULES
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Schedule I
AMERICAN EXPLORATION 401(K) PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996
Historical
Identity of Issuer Description Cost Current Value
- ---------------------------------- --------------------------- ------------- --------------
*American Exploration Company Common stock -
80,961 shares $ 1,215,610 $ 1,295,368
*T. Rowe Price Trust Company Growth Stock Fund,
Inc. - 79,354 shares 1,691,954 2,077,474
*T. Rowe Price Trust Company International Stock Fund,
Inc. - 32,466 shares 406,049 448,033
*T. Rowe Price Trust Company New Income Fund, Inc. -
58,407 shares 521,302 519,231
*T. Rowe Price Trust Company Growth and Income Fund,
Inc. - 9,248 shares 182,182 209,278
*T. Rowe Price Trust Company Prime Reserve Fund,
Inc. - 444,254 shares 444,254 444,254
*T. Rowe Price Trust Company Stable Value Fund,
Inc. - 117,100 shares 117,100 117,100
*American Exploration 401(k) Plan Participants' loans (interest
rates: 7.0% - 10.0%) 122,222 122,222
------------- --------------
$ 4,700,673 $ 5,232,960
============= ==============
*These assets held for investment purposes are with a party in interest.
The foregoing notes to the financial statements are an integral
part of this schedule.
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Schedule II
AMERICAN EXPLORATION 401(K) PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
Current
Value on
Identity of Purchase Selling Historical Transaction Net Gain
Party Involved Description of Asset Price Price Cost Date (Loss)
- ------------------ ----------------------------- ----------- ------------ ------------ ----------- ---------
American Exploration Common stock - $535,448 $ - $535,448 $535,448 $ -
Company 45,107 shares
T. Rowe Price Growth Stock Fund, 586,196 - 586,196 586,196 -
Trust Company Inc. - 22,928 shares
T. Rowe Price International Stock Fund, 156,232 - 156,232 156,232 -
Trust Company Inc. - 11,837 shares
T. Rowe Price New Income Fund, 125,695 - 125,695 125,695 -
Trust Company Inc. - 14,165 shares
T. Rowe Price Growth and Income Fund, 120,852 - 120,852 120,852 -
Trust Company Inc. - 5,603 shares
T. Rowe Price Prime Reserve Fund, 178,103 - 178,103 178,103 -
Trust Company Inc. - 178,103 shares
T. Rowe Price Stable Value Fund, 28,155 - 28,155 28,155 -
Trust Company Inc. - 28,155 shares
American Exploration Common stock - - 320,143 376,025 320,143 (55,882)
Company 25,254 shares
T. Rowe Price Growth Stock Fund, - 295,811 234,030 295,811 61,781
Trust Company Inc. - 11,601 shares
T. Rowe Price International Stock Fund, - 43,920 40,393 43,920 3,527
Trust Company Inc. - 3,284 shares
T. Rowe Price New Income Fund, - 178,145 178,001 178,145 144
Trust Company Inc. - 20,023 shares
T. Rowe Price Growth and Income Fund, - 27,896 23,465 27,896 4,431
Trust Company Inc. - 1,279 shares
T. Rowe Price Prime Reserve Fund, - 143,319 143,319 143,319 -
Trust Company Inc. - 143,319 shares
T. Rowe Price Stable Value Fund, - 18,906 18,906 18,906 -
Trust Company Inc. - 18,906 shares
The foregoing notes to the financial statements are an integral
part of this schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Retirement Committee has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
AMERICAN EXPLORATION 401(k) PLAN
Date: June 20, 1997 By: /s/ DAVID B. BROUSSARD
-------------------------
David B. Broussard
Director of MIS and
Administration
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
- ------- -----------
23 Consent of Independent Public Accountants