SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from ___________________
to _____________________
Commission File number 333-04964C
BLUE RIDGE ENERGY FUND 1997-A LIMITED PARTNERSHIP
(Exact name of registrant as specified in
its Certificate of Limited Partnership)
Kentucky 61-1310934
(State of Organization) (I.R.S. Employer Identification No.)
632 Adams Street, Suite 700, Bowling Green, KY 42101
(502) 842-2421
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
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 periods that the
registrant was required), 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. [ X ]
Registrant does not have an aggregate market value for its Limited
Partnership Interests.
DOCUMENTS INCORPORATED BY REFERENCE
DOCUMENT INCORPORATED AS TO
Registration Statement No. 333-04964C Items 1 and 13
on Form SB-2
ALL OR PORTIONS OF ITEMS 2, 5-8, 11, 13 AND 14 ARE OMITTED.
TABLE OF CONTENTS
Form 10-K Annual Report
For the Period Ended December 31, 1998
BLUE RIDGE ENERGY FUND 1997A LIMITED PARTNERSHIP
PART I
Item 1. Business 3
Item 2. Properties 6
Item 3. Legal Proceedings 10
Item 4. Submission of Matters to a Vote of Security Holders 10
PART II
Item 5. Market Price of and Distributions on the Registrant's
Units and Related Limited Partner Matters 10
Item 6. Selected Financial Data 11
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 8. Financial Statements and Supplementary Data 13
Item 9. Disagreements on Accounting and Financial Disclosure 13
PART III
Item 10. Directors and Executive Officers of the Registrant 13
Item 11. Executive Compensation 13
Item 12. Security Ownership of Certain Beneficial Owners and
Management 14
Item 13. Certain Relationships and Related Transactions 14
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 15
OTHER
Signatures
2
PART I
ITEM 1. BUSINESS
GENERAL DESCRIPTION OF PARTNERSHIP
Blue Ridge Energy Fund 1997A Limited Partnership, a Kentucky limited
partnership (the "Partnership" or the "Registrant"), is a partnership formed
under a public serial limited partnership offering denominated Blue Ridge
Energy Fund 1996/1997 (Registration Statement No. 333-04964C on Form SB-2,
originally declared effective September 24, 1996, and amended effective
November 12, 1997 [the "Registration Statement"]). The Partnership was formed
effective January 1, 1997 under a Limited Partnership Agreement dated January
1, 1997 with its initial Limited Partner, an affiliate of the Managing
General Partner. The initial 35 limited partners made capital contributions
totaling $1,034,000, which were accepted in early 1998 when the Partnership
commenced operations.
The Partnership is principally engaged in the business of acquiring,
developing and, when appropriate, disposing of working interests in oil and
gas properties within the continental United States. Each working interest
held by the Partnership entitles the Partnership to receive, in kind or in
value, a share of the production of oil and gas from the producing property,
and obligates the Partnership to participate in the operation of the property
and to bear its proportionate share of all operating costs associated
therewith. The Partnership typically holds less than the entire working
interest in its producing properties.
At December 31, 1998, the Partnership had expended or committed to expend
100% of the limited partners' net commitments (i.e., limited partners'
commitments available to the Partnership for property acquisitions after
payment of organization fees and expenses) in the acquisition and development
of producing properties, which properties are described under Item 2,
"Properties," below. The Partnership's revenues and profits are derived
almost entirely from the sale of oil and gas produced from its properties and
from the sale of acquired oil and gas properties, when the sale of such
properties is economically preferable to continued operation.
The Partnership's business and affairs are conducted by its Managing General
Partner, Blue Ridge Group, Inc., a Nevada corporation ("Blue Ridge"). The
partnership's oil and gas properties are operated by industry operators
designated by the owners of a majority of the working interest in each
property.
The general manner in which the Partnership acquires producing properties and
otherwise conducts its business is described in detail in the Registration
Statement under "Proposed Activities," which is incorporated herein by
reference.
3
COMPETITION, MARKETS AND REGULATIONS
COMPETITION
The oil and gas industry is highly competitive in all its phases. The
Partnership encounters strong competition from many other oil and gas
producers, many of which possess substantial financial resources, in
acquiring economically desirable oil and gas properties.
MARKETS
The amounts of and price obtainable for oil and gas production from
Partnership properties will be affected by market factors beyond the control
of the Partnership. Such factors include the extent of domestic production,
the level of imports of foreign oil and gas, the general level of market
demand on a regional, national and worldwide basis, domestic and foreign
economic conditions that determine levels of industrial production, political
events in foreign oil-producing regions, and variations in governmental
regulations and tax laws and the imposition of new governmental requirements
upon the oil and gas industry. There can be no assurance that oil and gas
prices will not decrease in the future, thereby decreasing net Revenues from
Partnership Properties.
From time to time, there may exist a surplus of natural gas or oil
supplies, the effect of which may be to reduce the amount of hydrocarbons
that the Partnerships may produce and sell while such oversupply exists. In
recent years, initial steps have been taken to provide additional gas
transportation lines from Canada to the United States. If additional Canadian
gas is brought to the United States market, it could create downward pressure
on United States gas prices.
REGULATIONS
ENVIRONMENTAL REGULATION
The federal government and various state and local governments have
adopted laws and regulations regarding the control of contamination of the
environment. These laws and regulations may require the acquisition of a
permit by Operators before drilling commences, prohibit drilling activities
on certain lands lying within wilderness areas or where pollution arises and
impose substantial liabilities for pollution resulting from operations,
particularly operations near or in onshore and offshore waters or on
submerged lands. These laws and regulations may also increase the costs of
routine drilling and operation of wells. Because these laws and regulations
change frequently, the costs to the Partnership of compliance with existing
and future environmental regulations cannot be predicted. However, the
Managing Partner does not believe that the Partnership is affected in a
significantly different manner by these regulations than are its competitors
in the oil and gas industry.
4
FEDERAL REGULATION OF NATURAL GAS
The transportation and sale of natural gas in interstate commerce is
heavily regulated by agencies of the federal government. The following
discussion is intended only as a summary of the principal statutes,
regulations and orders that may affect the production and sale of natural gas
from Partnership Properties. This summary should not be relied upon as a
complete review of applicable natural gas regulatory provisions.
FERC ORDERS
Several major regulatory changes have been implemented by the Federal
Energy Regulatory Commission ("FERC") from 1985 to the present that affect
the economics of natural gas production, transportation and sales. In
addition, the FERC continues to promulgate revisions to various aspects of
the rules and regulations affecting those segments of the natural gas
industry that remain subject to the FERC's jurisdiction. In April 1992, the
FERC issued Order No. 636 pertaining to pipeline restructuring. This rule
requires interstate pipelines to unbundle transportation and sales services
by separately stating the price of each service and by providing customers
only the particular service desired, without regard to the source for
purchase of the gas. The rule also requires pipelines to (i) provide
nondiscriminatory "no-notice" service allowing firm commitment shippers to
receive delivery of gas on demand up to certain limits without penalties,
(ii) establish a basis for release and reallocation of firm upstream pipeline
capacity and (iii) provide non-discriminatory access to capacity by firm
transportation shippers on a downstream pipeline. The rule requires
interstate pipelines to use a straight fixed variable rate design. The rule
imposes these same requirements upon storage facilities.
FERC Order No. 500 affects the transportation and marketability of
natural gas. Traditionally, natural gas has been sold by producers to
pipeline companies, which then resold the gas to end-users. FERC Order No.
500 alters this market structure by requiring interstate pipelines that
transport gas for others to provide transportation service to producers,
distributors and all other shippers of natural gas on a nondiscriminatory,
"first-come, first-served" basis ("open access transportation"), so that
producers and other shippers can sell natural gas directly to end-users. FERC
Order No. 500 contains additional provisions intended to promote greater
competition in natural gas markets.
It is not anticipated that the marketability of and price obtainable for
natural gas production from Partnership Properties will be significantly
affected by FERC Order No. 500. Gas produced from Partnership Properties
normally will be sold to intermediaries who have entered into transportation
arrangements with pipeline companies. These intermediaries will accumulate
gas purchased from a number of producers and sell the gas to end-users
through open access pipeline transportation.
5
STATE REGULATIONS
Production of any oil and gas from Partnership Properties will be
affected to some degree by state regulations. Many states in which the
Partnership will operate have statutory provisions regulating the production
and sale of oil and gas, including provisions regarding deliverability. Such
statutes, and the regulations promulgated in connection therewith, are
generally intended to prevent waste of oil and gas and to protect correlative
rights to produce oil and gas between owners of a common reservoir. Certain
state regulatory authorities also regulate the amount of oil and gas produced
by assigning allowable rates of production to each well or proration unit.
FEDERAL LEASES
Some of the Partnership's properties are located on federal oil and gas
leases administered by various federal agencies, including the Bureau of Land
Management. Various regulations and orders affect the terms of leases,
exploration and development plans, methods of operation and related matters.
EMPLOYEES
The Partnership has no employees. Blue Ridge, however, has a staff of
geologists, petroleum engineers, drilling and accounting personnel who
administer the operations of Blue Ridge and the Partnership. As of December
31, 1998, Blue Ridge had 63 employees. Blue Ridge's administrative and
overhead expenses attributable to the Partnership's operations are borne by
the Partnership.
ITEM 2. PROPERTIES
As of December 31, 1998, the Partnership has acquired interests in producing
oil and gas properties which are generally described below.
PRINCIPAL OIL AND GAS PRODUCING PROPERTIES
The most valuable wells in the Partnership, based upon year-end engineering
estimates of discounted future net revenues using constant pricing and costs,
are described below.
1. Approximately 73% of total value is from the Knobles-Respondek #1 in
Dewitt County Texas. The Knobles-Respondek #1 produces from the Wilcox
formation..
2. The Gonzales #2 is in Starr, County, Texas and produces from the Frio
and Vicksburg formations, accounting for 27% of the value.
There are no other wells in the Partnership contributing to the total
Partnership value.
6
TITLE TO PROPERTIES
Title to substantially all significant producing properties of the
Partnership has been examined. The properties are subject to royalty,
overriding royalty and other interests customary in the industry. The
Managing General Partner does not believe any of these burdens materially
detract from the value of the properties or will materially detract from the
value of the properties or materially interfere with their use in the
operation of the business of the Partnership.
PRODUCTION AND SALES PRICE
The following table summarizes the sales volumes of the Partnership's net oil
and gas production expressed in MCFs. Equivalent MCFs are obtained by
converting oil to gas on the basis of their relative energy content; one
barrel equals 6,000 cubic feet of gas.
Net Production
------------------
For the Year Ended
December 31, 1998
------------------
Net Volumes (Equivalent Mcfs) (To be Determined)
Average Sales Price
per Equivalent Mcf (To be Determined)
Average Production Cost
per Equivalent Mcf
(includes production taxes) (To be Determined)
7
NET PROVED OIL AND GAS RESERVES
Presented below are the estimates of the Partnership's proved reserves
as of December 31, 1998. All of the Partnership's proved reserves are located
in the United States.
December 31,
--------------
1998
--------------
Natural
Oil Gas
------- ---------
(BBLS) (MMCF)
Proved developed
reserves at end of year (To be Determined)
------- -----
Proved reserves
Balance at beginning
of year (To be Determined)
Extensions, discoveries
and other additions -- --
Revisions of previous
estimates (To be Determined)
Sales of minerals in
place (To be Determined)
Production (To be Determined)
------- -----
Balance at end of year (To be Determined)
------- -----
8
The following table summarizes by acquisition the Registrant's reserves and
gross and net interests in producing oil and gas wells as of December 31,
1998:
Reserves
December 31, 1998
---------------------
Natural Wells
Oil Gas -------------------------
Acquisition State(s) (BBLS) (MMCF) Gross Net
- - ----------- -------- ------- ------- ------- -------
Knobles-Respondek #1 TX (To be Determined)
Gonzales #2 TX (To be Determined)
------- ----- ---- ------
(To be Determined)
------- ----- ---- ------
There are numerous uncertainties inherent in estimating quantities of proved
reserves and in projecting the future rates of production, timing and plan of
development. Oil and gas reserve engineering must be recognized as a
subjective process of estimating underground accumulations of oil and gas
that cannot be measured in an exact way, and estimates of other engineers
might differ from those above. The accuracy of any reserve estimate is a
function of the quality of available data and of engineering and geological
interpretation and judgment. Results of drilling, testing and production
subsequent to the date of the estimate may justify revision of such estimate,
and, as a general rule, reserve estimates based upon volumetric analysis are
inherently less reliable than those based on lengthy production history.
Accordingly, reserve estimates are often different from the quantities of oil
and gas that are ultimately recovered.
In estimating the oil and natural gas reserves, the Registrant, in accordance
with criteria prescribed by the Securities and Exchange Commission, has used
prices received as of December 31, 1998 without escalation, except in those
instances where fixed and determinable gas price escalations are covered by
contracts, limited to the price the Partnership reasonably expects to
receive. The Registrant does not believe that any favorable or adverse event
causing a significant change in the estimated quantity of proved reserves has
occurred between December 31, 1998 and the date of this report.
Future prices received for the sale of the Partnership's product may be
higher or lower than the prices used in the evaluation described above; the
operating costs relating to such production may also increase or decrease
from existing levels. The estimates presented above are in accordance with
rules adopted by the Securities and Exchange Commission.
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ITEM 3. LEGAL PROCEEDINGS
The Partnership is not aware of any material pending legal proceedings to
which it is a party or of which any of its property is the subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of limited partners during the fiscal year
covered by this report.
PART II
ITEM 5. MARKET PRICE OF AND DISTRIBUTIONS ON THE REGISTRANT'S UNITS
AND RELATED LIMITED PARTNER MATTERS
MARKET INFORMATION
Units in the Partnership were initially sold at a price of $1,000 per Unit.
Units are not traded on any exchange and there is no established public
trading market for the Units.
HOLDERS
As of December 31, 1998, there were 35 Limited Partners holding Units in the
Partnership.
DISTRIBUTIONS
The Partnership generally makes distributions to Limited Partners on a
monthly basis, subject to the restrictions set forth in the Limited
Partnership Agreement. In the fiscal year ending December 31, 1998, the
Partnership distributed a total of (To be Determined) to holders of its
Units. Cash distributions constitute net proceeds from sale of oil and gas
production after payment of lease operating expenses and other partnership
expenses. Some or all of such amounts or any proceeds from the sale of
partnership properties could be deemed to constitute a return of investors'
capital.
Oil and gas investments involve a high risk of loss, and no assurance can be
given that any particular level of distributions to holders of Units can be
achieved or maintained. Although it is anticipated that monthly distributions
will continue to be made through 1999, the Partnership's ability to make
distributions could be diminished by any event adversely affecting the oil
and gas properties in which the Partnership owns interests or the amount of
revenues received by the Partnership therefrom.
The Partnership's Limited Partnership Agreement contains various provisions
which might serve to delay, defer or prevent a change in control of the
Partnership, such as the requirement of a vote of Limited Partners in order
to sell all or substantially all of the
10
Partnership's properties or the requirement of consent by the Managing
General Partner to transfers of limited partnership interests.
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data, prepared in accordance with generally
accepted accounting principles as of December 31, 1998, should be read in
conjunction with the financial statements included in Item 8.
1998
------------
Revenues $ (To be Determined)
Income (Loss) $ (To be Determined)
Total Assets $ (To be Determined)
Cash Distributions $ (To be Determined)
Long Term Obligations $ (To be Determined)
Limited Partners' Net Income (Loss) Per Unit $ (To be determined)
Limited Partners' Cash
Distributions Per Unit $ (To be Determined)
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Oil and gas reserves are depleting assets and therefore often experience
significant production declines each year from the date of acquisition
through the end of the life of the property. The primary source of liquidity
to the Partnership comes almost entirely from the income generated from the
sale of oil and gas produced from ownership interests in oil and gas
properties. Net cash provided by operating activities totaled (To be
Determined). This source of liquidity and the related results of operations,
and in turn cash distributions, will decline in future periods as the oil and
gas produced from the properties also declines while production and general
and administrative costs remain relatively stable making it unlikely that the
Partnership will hold the properties until they are fully depleted, but will
likely liquidate when a substantial majority of the reserves have been
produced. The Partnership has expended all of the partner's net commitments
available for property acquisitions and development by developing oil and gas
properties. The partnership invests primarily in development properties.
Significant purchases of additional reserves or extensive drilling activity
are not anticipated. Capital expenditures totaled (To be Determined), in
1998,. Cash distributions totaled (To be Determined) in 1998.
The Managing General Partner ("MGP") anticipates that the Partnership will
have adequate liquidity from income from continuing operations to satisfy any
future capital expenditure requirements, so long as 1999 market conditions
remain comparable to those in 1998.
11
RESULTS OF OPERATIONS
(To be Determined)
YEAR 2000
The Year 2000 issue results from computer programs and embedded computer
chips with date fields that cannot distinguish between the years 1900 and
2000. The Managing General Partner is currently implementing the steps
necessary to make its operations and the related operations of the
Partnership capable of addressing the Year 2000. These steps include
upgrading and certifying its computer systems and field operation services
and obtaining Year 2000 compliance certification from all important business
suppliers. The Managing General Partner anticipates that all of its the
mission critical systems will be capable of Year 2000 operations.
The Managing General Partner's business systems are almost entirely comprised
of off-the-shelf software. Most of the necessary changes in computer
instructional code can be made by upgrading this software. The Managing
General Partner is currently in the process of either upgrading the
off-the-shelf software or receiving certification as to Year 2000 compliance
from vendors or third party consultants.
The Managing General Partner does not believe that costs incurred to address
the Year 2000 issue with respect to its business systems will have a material
effect on the Partnership's results of operations, or its liquidity and
financial condition. The estimated total cost to the Managing General Partner
to address Year 2000 issues is projected to be less than $10,000 and the
Partnership's share of this cost is expected to be insignificant.
The failure to correct a material Year 2000 problem could result in an
interruption, or failure of certain normal business activities or operations.
Based on activities to date, the Managing General Partner believes that it
will be able to resolve any Year 2000 problems concerning its financial and
administrative systems. It is undeterminable how all the aspects of the Year
2000 will impact the Partnership. The most reasonably likely worst case
scenario would involve a prolonged disruption of external power sources upon
which core equipment relies, resulting in a substantial decrease in the
Partnership's oil and gas production activities. In addition, the pipeline
operators to whom the Managing General Partner sells the Partnership's
natural gas, as well as other customers and suppliers, could be prone to Year
2000 problems that could not be assessed or detected by the Managing General
Partner. The Managing General Partner is contacting its major purchasers,
customers, suppliers, financial institutions and others with whom it conducts
business to determine whether they will be able to resolve in a timely manner
any Year 2000 problems directly affecting the Managing General Partner or
Partnership and to inform them of the Managing General Partner's internal
assessment of its Year 2000 review. There can be no assurance that such third
parties will not fail to appropriately address their Year 2000 issues or will
not themselves suffer a Year 2000 disruption that could have a material
adverse effect on the Partnership's activities, financial condition or
operating results. Based
12
upon these responses and any problems that arise during the testing phase,
contingency plans or back-up systems would be determined and addressed.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Part IV, Item 14(a) for index to financial statements.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
As a limited partnership, the Registrant has no directors or executive
officers. The business and affairs of the Registrant are managed by Blue
Ridge as Managing General Partner. Set forth below is certain information as
of March 12, 1999 regarding the directors and executive officers of Blue
Ridge.
DIRECTORS AND EXECUTIVE OFFICERS
Position(s) with
Name Age Blue Ridge and Other Companies
---- --- ------------------------------
Robert D. Burr 53 Chairman of the Board of Blue Ridge,
President and Chief Executive Officer
J. Thomas Cook, Jr. 46 Director of Blue Ridge, Senior
Vice President-Finance and Chief Financial Officer
Gregory B. Shea 36 Director of Blue Ridge; Senior Vice President-Operations
ITEM 11. EXECUTIVE COMPENSATION
As noted in Item 10, "Directors and Executive Officers of the Registrant,"
above, the Partnership has no executive officers. The executive officers of
Blue Ridge are not compensated by the Partnership.
Certain fees and allowances contemplated by the Limited Partnership Agreement
have been paid by the Partnership to Blue Ridge. See Note (4) in Notes To
Financial Statements (Related-Party Transactions) for further discussion.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Blue Ridge Group, Inc., the Managing General Partner, located at 632 Adams
Street, Suite 700, Bowling Green, KY 42101, owns 100 Limited Partnership
Units, which is 9.67 percent of all outstanding Limited Partnership Units.
All Limited Partnership Units owned by Blue Ridge were acquired as part of
the initial funding. As the Managing General Partner, Blue Ridge is not
permitted generally, under the Limited Partnership Agreement, to vote its
Limited Partnership Units.
Blue Ridge is not aware of any arrangement, the operation of which may at a
subsequent date result in a change in control of the Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As noted in Item 10, "Directors and Executive Officers of the Registrant,"
above, the Partnership has no executive officers or directors, and thus has
not engaged in any transactions in which any such person had an interest. The
Partnership is permitted to engage in certain transactions with Blue Ridge as
Managing General Partner, subject to extensive guidelines and restrictions as
described in the "Conflicts of Interest" section of the Amended Prospectus
contained in the Registration Statement, which is incorporated herein by
reference.
Summarized below are the principal transactions that have occurred between the
Partnership and Blue Ridge and its affiliates.
1. The oil and gas properties acquired by the Partnership, as described in
Item 2, "Properties" above, were typically acquired initially by Blue Ridge
from the seller thereof and subsequently transferred to the Partnership. Such
transfers were made by Blue Ridge at its Property Acquisition Costs (as
defined in the Limited Partnership Agreement).
2. The Partnership paid to Blue Ridge certain fees as contemplated by the
Limited Partnership Agreement. See Note (4) in Notes To Financial Statements
(Related-Party Transactions) for further discussion.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K a(1)
Not Yet Available.
15
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.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Blue Ridge Energy Fund 1997A
Limited Partnership
(Registrant)
By: BLUE RIDGE GROUP, INC.
General Partner
Date: March 31, 1999 By: s/b Robert D. Burr
Robert D Burr,
Chairman of the Board, President
and Chief Executive Officer
Date: March 31, 1999 By: s/b J. Thomas Cook, Jr.
J. Thomas Cook, Jr.
Director, Senior Vice President-
Finance and Chief Financial
Officer
Date: March 31, 1999 By: s/b Gregory B. Shea
Gregory B. Shea
Director, Senior Vice President-
Operations
16