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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1995, or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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COMMISSION FILE NUMBER 1-8241
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PRESIDIO OIL COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 95-3049484
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
5613 DTC PARKWAY, SUITE 750
ENGLEWOOD, COLORADO 80111-3065
(Address of principal executive offices) (Zip Code)
(303) 773-0100
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, 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
---- ----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
---- ----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of April 20, 1995:
CLASS A COMMON STOCK: 25,318,085
CLASS B COMMON STOCK: 3,216,585
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PRESIDIO OIL COMPANY AND SUBSIDIARIES
INDEX
Page
----
Unaudited Consolidated Financial Statements:
Unaudited Consolidated Balance Sheets -
March 31, 1995 and December 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Unaudited Consolidated Statements of Operations -
For the Three Months Ended March 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . 5
Unaudited Consolidated Statements of Cash Flows -
For the Three Months Ended March 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . 6
Notes to Unaudited Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PRESIDIO OIL COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
ASSETS
March 31, December 31,
1995 1994
--------- ------------
(Unaudited)
(in thousands)
CURRENT ASSETS:
Cash and cash equivalents $ 7,221 $ 6,423
Accounts receivable:
Oil and gas sales 5,773 6,759
Joint interest owners and other 4,126 6,828
Other 787 1,203
-------- --------
Total current assets 17,907 21,213
-------- --------
PROPERTY, PLANT AND EQUIPMENT, at cost:
Oil and gas properties using full
cost accounting 505,252 511,870
Other 4,346 4,268
-------- --------
Total 509,598 516,138
Less accumulated depletion,
depreciation and amortization 291,582 287,463
-------- --------
Net property, plant and equipment 218,016 228,675
-------- --------
OTHER ASSETS:
Deferred charges 7,887 8,055
Other 1,544 1,629
-------- --------
Total other assets 9,431 9,684
-------- --------
$245,354 $259,572
======== ========
See notes to unaudited consolidated financial statements.
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PRESIDIO OIL COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
LIABILITIES AND STOCKHOLDERS' EQUITY
March 31, December 31,
1995 1994
--------- ------------
(Unaudited)
(in thousands)
CURRENT LIABILITIES:
Accounts payable:
Oil and gas sales $ 2,676 $ 3,368
Trade and other 6,859 12,724
Accrued interest 2,627 3,576
Other accrued liabilities 4,504 5,413
Current installments of long-term bank debt 1,813 -
-------- ---------
Total current liabilities 18,479 25,081
-------- --------
BANK DEBT, excluding current installments 19,600 21,000
-------- --------
SENIOR SECURED NOTES 75,000 75,000
-------- --------
GAS INDEXED NOTES 100,000 100,000
-------- --------
CONVERTIBLE SUBORDINATED DEBENTURES 50,000 50,000
-------- --------
OTHER NONCURRENT LIABILITIES 10,390 9,039
-------- --------
STOCKHOLDERS' DEFICIT:
Class A Common stock, $.10 par value per share;
25,318,000 and 25,317,000 shares outstanding
at March 31, 1995 and December 31, 1994,
respectively 2,532 2,532
Class B Common stock, $.10 par value per share;
3,217,000 and 3,218,000 shares outstanding
at March 31, 1995 and December 31, 1994,
respectively 322 322
Additional paid-in capital 128,950 129,029
Deferred compensation (2,265) (2,394)
Retained deficit (157,654) (150,037)
-------- --------
Total stockholders' deficit (28,115) (20,548)
-------- --------
$245,354 $259,572
======== ========
See notes to unaudited consolidated financial statements.
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PRESIDIO OIL COMPANY AND SUBSIDIARIES
Unaudited Consolidated Statements of Operations
Three Months Ended March 31,
-----------------------------------
1995 1994
-------- --------
(in thousands, except
per share amounts)
Oil and gas revenues $ 8,844 $ 10,542
Less - direct costs:
Lease operating 3,179 2,967
Production taxes 532 595
Depletion, depreciation and amortization 3,992 4,484
-------- --------
1,141 2,496
General and administrative expense (1,477) (1,664)
Interest expense (7,157) (6,998)
Other (124) 439
-------- --------
Net loss $ (7,617) $ (5,727)
======== ========
Loss per share:
Class A Common Stock $ (.28) $ (.21)
======== ========
Class B Common Stock $ (.28) $ (.21)
======== ========
See notes to unaudited consolidated financial statements.
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PRESIDIO OIL COMPANY AND SUBSIDIARIES
Unaudited Consolidated Statements of Cash Flows
Three Months Ended March 31,
-----------------------------------
1995 1994
-------- --------
(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (7,617) $ (5,727)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depletion, depreciation and amortization 4,119 4,598
Amortization of debt issuance costs
included in interest expense 313 305
Other 325 571
Changes in other assets and liabilities:
Decrease in accounts receivable 3,688 412
Decrease in other current assets 248 815
Payment of loan fees and costs (145) (103)
Decrease in other noncurrent assets 85 165
Decrease in accounts payable (6,557) (6,632)
Decrease in accrued interest and liabilities (1,858) (1,115)
Increase in other noncurrent liabilities 1,244 228
-------- --------
Net cash used in operating activities (6,155) (6,483)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment (6,462) (7,444)
Proceeds from sale of oil and gas properties 13,002 21,889
-------- --------
Net cash provided by investing activities 6,540 14,445
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of bank debt 8,700 8,090
Payments of bank debt (8,287) (19,590)
-------- --------
Net cash provided by (used in)
financing activities 413 (11,500)
-------- ---------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 798 (3,538)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 6,423 13,559
-------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 7,221 $ 10,021
======== ========
See notes to unaudited consolidated financial statements.
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PRESIDIO OIL COMPANY AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
For the Three Months Ended March 31, 1995 and 1994
1. The accompanying financial statements are unaudited; however, management
believes all material adjustments (consisting of only normal recurring
adjustments) necessary for a fair presentation have been made. These
financial statements and notes should be read in conjunction with the
financial statements and related notes included in Presidio Oil Company's
(the "Company" or "Presidio") annual report on Form 10-K for the year
ended December 31, 1994.
The Company's Senior Subordinated Gas Indexed Notes, Senior Gas Indexed
Notes and Senior Secured Notes (collectively the "Notes") are guaranteed
by all significant subsidiaries of the Company (the "Guarantors").
Separate financial statements of the Guarantors are not included herein
because the Guarantors have fully, unconditionally, jointly and severally
guaranteed the Company's obligations with respect to the Notes and the
Company (which is primarily a holding company and whose operating income
is generated by its subsidiaries) has no separate operations of its own.
The operations, assets, liabilities and equity of the subsidiaries of the
Company that are not Guarantors are inconsequential.
2. The computation of loss per share excludes the weighted average number of
unallocated shares held by the Company's Employee Stock Ownership Plan
which totaled 1,336,000 shares and 1,592,000 shares at March 31, 1995 and
1994, respectively.
3. Included in the Consolidated Statements of Cash Flows is $7,793,000 and
$7,652,000 of interest paid, net of amounts capitalized, during the three
months ended March 31, 1995 and 1994, respectively.
4. During the quarter ended March 31, 1995, the Company realized $13 million
of net cash proceeds as the result of the sale of certain oil and gas
properties. The majority of such proceeds were used to fund the Company's
cash flow deficit and capital expenditures for the period, with the
balance of approximately $3.5 million being added to the Company's working
capital.
5. At March 31, 1995 the Company's average gas price declined to $1.14 per
thousand cubic feet ("MCF") of gas from $1.49 per MCF of gas at December
31, 1994. Such decrease in gas prices caused the Company's capitalized
costs to exceed its full cost ceiling limitation by approximately $6
million on such date. The excess capitalized costs were not charged to
the Company's earnings for the quarter ended March 31, 1995 insofar as
subsequent to March 31, 1995 the Company's average oil and gas prices
increased which resulted in the Company's full cost ceiling limitation
being higher than its capitalized costs.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
CURRENT FINANCIAL CONDITION AND RECENT DEVELOPMENTS
Current Financial Condition. During the first three months of 1995, the
financial condition and operating cash flows of the Company were materially and
adversely affected by a significant industry-wide decline in the price of
natural gas. The Company's revenues and operating cash flows thus declined
significantly in the first quarter of 1995, continuing the substantial
uncertainties regarding the Company's ability to continue as a going concern in
its current financial structure. Without a significant increase in hydrocarbon
prices in the near future, which the Company believes is unlikely to occur, the
Company anticipates that it will be unable to service all of its interest
payment obligations during the remainder of 1995 and may have difficulty
meeting other future financial obligations as well. See "Ability to Service
Debt" below. During the quarter ended March 31, 1995, the Company realized $13
million of net cash proceeds as the result of the sale of certain oil and gas
properties. The majority of such proceeds were used to fund the Company's cash
flow deficit and capital expenditures for the period, with the balance of
approximately $3.5 million being added to the Company's working capital.
The Company is actively considering various alternatives intended to improve
its financial condition and increase its operating cash flows, and has
initiated discussions with respect to a restructuring (a "Restructuring") of
its 11.5% Senior Secured Notes Due 2000 (the "Senior Secured Notes"), Senior
Gas Indexed Notes Due 2002 (the "Senior GINs") and 9% Convertible Subordinated
Debentures Due 2015 (the "9% Debentures") with a number of the holders (the
"Debt Holders") of such securities. The Company has retained financial
advisors to assist with a Restructuring. No assurance, however, can be given
(i) that the Company will be able to successfully conclude any of the
arrangements being considered as part of a Restructuring with the Debt Holders;
or (ii) as to the level, or the value, of the equity interest in the Company
that would be retained by its existing shareholders in the event of a
successful Restructuring with the Debt Holders. If the Company is unable to
successfully complete a Restructuring with the Debt Holders, it is likely that
it will default in the payment of the obligations they hold, with the
consequences described below under "Ability to Service Debt."
Ability to Service Debt. Because of its current financial condition and
operating cash flow deficit, the Company believes that, absent a Restructuring
of its debt, it will be unable to meet all of its interest payment obligations
on the Senior Secured Notes, the Senior GINs and on the 9% Debentures as they
become due during the remainder of 1995. In addition, substantially all of the
Company's oil and gas reserves are pledged to secure the Company's bank debt
and the Senior Secured Notes, with the result that the Company is not able to
sell such assets in order to fund the above-mentioned interest payments.
Therefore, the Company currently anticipates that it is likely that it will not
make any further interest payments on its publicly held debt prior to a
Restructuring. The failure to make such payments would constitute a Default
under each of the indentures governing the Senior Secured Notes, the Senior
GINs and the 9% Debentures.
Each of these indentures provides a 30-day grace period, in which the Company
may cure a Default thereunder caused by the failure to pay interest, before an
Event of Default occurs. If the Company were to fail to pay any defaulted
interest during the applicable grace period, then an Event of Default under
each of the indentures would occur. If an Event of Default with respect to the
Senior Secured Notes occurs, the outstanding $75 million of Senior Secured
Notes could be declared to be immediately due and payable, and the trustee
under the indenture governing the Senior Secured Notes (the "Senior Secured
Notes Indenture") would be entitled to exercise various remedies, including
foreclosure of a
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
mortgage on a substantial portion of the Company's oil and gas properties. If
an Event of Default with respect to the Senior GINs occurs, the outstanding
$100 million of Senior GINs could be declared immediately due and payable. If
an Event of Default occurs with respect to the 9% Debentures, the outstanding
$50 million of 9% Debentures could also be declared due and payable.
In addition, the failure to pay interest on the Senior Secured Notes, the
Senior GINs or the 9% Debentures would constitute a Default under the Company's
bank credit agreement (the "Credit Agreement") and thus the Company would be
prohibited from borrowing additional funds thereunder until such Default was
cured. An Event of Default with respect to the Senior Secured Notes, the
Senior GINs or the 9% Debentures would also cause an Event of Default under the
Credit Agreement, which could lead to the $21.4 million outstanding thereunder
at April 20, 1995 being declared immediately due and payable, and the
subsequent foreclosure of a mortgage on substantially all of the Company's oil
and gas properties not pledged to secure the Senior Secured Notes.
Finally, any of the Events of Default described herein could provide the
opportunity for creditors of the Company to initiate proceedings against the
Company under the United States Bankruptcy Code.
Collateral Value Requirement for the Senior Secured Notes. The Senior Secured
Notes are secured by a lien on certain proved oil and gas reserves (the
"Pledged Assets") pursuant to a pledged assets agency agreement (the "Pledged
Assets Agency Agreement"). The Pledged Assets Agency Agreement requires that,
as of various dates, the Security Value (as defined below) of the Pledged
Assets and the Security Value of the Pledged Assets that are proved developed
producing reserves (the "Pledged Producing Assets") must be equal to or greater
than certain specified percentages of the then outstanding amount of Senior
Secured Notes. For the purposes of this discussion, "Security Value" means the
aggregate present value (computed at a discount rate equal to 10% per annum) of
the future net revenues of proved oil and gas reserves, calculated in
accordance with the rules of the Securities and Exchange Commission.
On March 23, 1995, the Company calculated the Security Values of the Pledged
Assets and the Pledged Producing Assets as of the preceding December 31.
Because of the severe decline in gas prices during the second half of 1994, the
Security Values of both the Pledged Assets and the Pledged Producing Assets as
of December 31, 1994 were less than the required percentages, resulting in
deficiencies (the "Deficiencies") in respect of Pledged Assets and Pledged
Producing Assets of $4 million and $7.3 million, respectively. The
Deficiencies may be cured if (i) prior to May 23, 1995, the Company pledges
sufficient additional Pledged Assets and Pledged Producing Assets to eliminate
the Deficiencies or (ii) prior to May 23, 1995, the Company purchases $7.3
million of the Senior Secured Notes or (iii) during the period March 24 through
August 20, 1995, the Security Values of the Pledged Assets and the Pledged
Producing Assets increase due to higher hydrocarbon prices or reserve volumes
or (iv) any combination of the above. The Company estimates that an increase
in such Security Values sufficient to cure the Deficiencies would require an
approximate $.50 per MCF rise in the price the Company receives for its natural
gas over the average of $1.14 per MCF the Company received in March 1995. To
the extent the Deficiencies are not so cured prior to May 23, 1995, then the
Company is required, prior to June 22, 1995, to offer to purchase (the
"Purchase Offer") at par an amount of Senior Secured Notes sufficient to cure
the remaining Deficiencies.
The Company currently anticipates that it will pledge assets with a Security
Value sufficient to cure most of the Deficiencies, and that the net amount of
Senior Secured Notes that will be subject to the Purchase
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
Offer would be up to approximately $2.5 million; however, a significant
increase in hydrocarbon prices during the period that the Purchase Offer is
open for acceptance (June 22 - August 20, 1995), which pricing increase is not
anticipated by the Company, could reduce the amount of Senior Secured Notes
that the Company would be required to purchase as a result of the Purchase
Offer. In view of its current financial position, the Company anticipates that
it is likely that it will not be in a position to fund the Purchase Offer. See
"Current Financial Condition" and "Ability to Service Debt" above.
If the Company were to be unable to comply with any of the requirements
described above in respect of curing the Deficiencies by the dates set forth
for such compliance, the Company would be in Default under the Senior Secured
Notes Indenture. If such a Default were to continue for more than 30 days
without being cured, an Event of Default under the Senior Secured Notes
Indenture would occur and the trustee under such indenture and the holders of
Senior Secured Notes would have the remedies described above in respect of an
Event of Default under the Senior Secured Notes Indenture. Such an Event of
Default would also result in cross-defaults under the Credit Agreement and the
indentures relating to the Senior GINs and the 9% Debentures. See "Ability to
Service Debt" above.
Ability to Replace Reserves Produced and Maintain Production Levels. The
ability of the Company to maintain and/or increase its current levels of oil
and gas production and to find and develop new proved reserves of oil and gas
to replace the reserves being produced in 1995 depends on the availability of
funds for capital expenditures. Due to the Company's current financial
condition and operating cash flow deficit, the Company has limited funds
available for development and other drilling operations during 1995. See
"Capital Expenditures" below. Unless the Company is able to restructure its
debt so as to enable it to spend significant amounts on capital expenditures
during the remainder of 1995, the Company's production and volumes of proved
oil and gas reserves are likely to decline significantly during 1995. Such a
decline in production would increase the Company's operating cash flow deficit,
and a decline in reserve volumes would adversely affect the ability of the
Company to raise capital and could cause further Deficiencies under the
collateral value requirement relating to the Senior Secured Notes. See
"Collateral Value Requirement for the Senior Secured Notes" above.
CAPITAL EXPENDITURES
The Company's capital expenditures for its oil and gas operations totaled
approximately $6.5 million during the quarter ended March 31, 1995, of which
$4.3 million was used in development and recompletion activities, $1.0 million
was used in exploratory activities, and $1.2 million was used in various other
activities, including acquisitions of producing properties and undeveloped
acreage. The Company funded its capital expenditures during such period with
the proceeds of asset sales. Due to the current uncertainty as to its
financial condition and future trends in gas pricing, the Company has
determined to limit its capital expenditures, subject to the availability of
funds (as to which no assurance can be given), during the remainder of 1995 to
those that are required to maintain its producing oil and gas properties as
well as certain essential development and other drilling operations. Except
for a requirement under the Credit Agreement that the Company spend $5 million
per year on the Mortgaged Properties during the three-year period ending
October 1, 1996, the timing of most of the Company's capital expenditures is
discretionary and there are currently no material long-term commitments
associated with the Company's capital expenditure plans. The unavailability of
funds for capital projects could also materially and adversely impact the value
of the Company's interest in properties it owns jointly with others. Pursuant
to the operating agreements governing these joint ownership relationships, the
Company could be forced
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
to contribute funds for capital projects in respect to these properties or
suffer "non-consent" penalties. Such penalties could materially and adversely
affect the value of the Company's ownership interest in any such properties.
RESULTS OF OPERATIONS
The Company had a net loss for the quarter ended March 31, 1995 of $7,617,000,
compared to a loss of $5,727,000 for the first quarter of 1994. Contributing
to the 1995 first quarter loss was a 21% decrease in oil production compared to
the 1994 period, most of which resulted from property sales. Gas production
for the 1995 first quarter increased 2% as compared to the 1994 period,
notwithstanding property sales, and resulted from the Company's successful
drilling operations. Also contributing to the loss during the 1995 period was
a 28% decrease in the Company's average realized gas price in the first quarter
of 1995 as compared to the 1994 period, which more than offset a 36% increase
in the Company's average realized oil price during the 1995 period.
The following table reflects the average prices received by the Company for oil
and gas and the amount of its oil and gas production for the quarters ended
March 31, 1995 and 1994:
Three Months Ended March 31,
---------------------------------
1995 1994
------ ------
Average Price:
Oil and condensate (per barrel) $15.08 $11.07
Gas (per thousand cubic feet) $ 1.23 $ 1.71
Production:
Oil and condensate (barrels) 242,000 308,000
Gas (thousand cubic feet) 4,240,000 4,156,000
The reduced amount of depletion, depreciation and amortization during the 1995
first quarter as compared to the 1994 period is due to a decrease in production
(on an equivalent barrel basis) and a decrease in the Company's depletion rate
as a result of an increase in the Company's reserves during 1994 at a finding
cost substantially below its depletion rate. Lease operating expenses
increased on a unit of production basis for the 1995 first quarter as compared
to the 1994 period, primarily due to a higher level of winter-time maintenance
and workover costs during the 1995 period.
The following table shows the costs associated with the Company's oil and gas
revenues per equivalent barrel of oil for the quarters ended March 31, 1995 and
1994:
Three Months Ended March 31,
--------------------------------
1995 1994
----- -----
(per equivalent barrel)
Production Costs $3.91 $3.56
Depletion, Depreciation and
Amortization $4.21 $4.48
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
On March 13, 1995, a Form 8-K was filed dated March 13, 1995,
which reports under Item 5 "Other Events" the interest rate on
the Company's Senior Subordinated Gas Indexed Notes Due 1999
and Senior Gas Indexed Notes Due 2002 to be 13.250% for the
period May 15, 1995 to August 14, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
PRESIDIO OIL COMPANY
Registrant
DATE: May 1, 1995 /s/ Christopher S. Hardesty
------------------ -------------------------------
Christopher S. Hardesty
Chief Financial Officer
and Treasurer
(Principal Financial Officer)
DATE: May 1, 1995 /s/ Charles E. Brammeier
------------------ -------------------------------
Charles E. Brammeier
Controller
(Principal Accounting Officer)
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EXHIBIT INDEX
Exhibit
Number Description Page
- ------- ----------- ----
27 Financial Data Schedule