-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VmS/Ienqy3ZLWfS2GhCikwBZg4/NAGhyiEAKJFEpm6+HWLT7ObYZT6rodTyIoaF9 lfMdXX4zLeBdKrVv0Y9jgA== 0000788965-96-000020.txt : 19960816 0000788965-96-000020.hdr.sgml : 19960816 ACCESSION NUMBER: 0000788965-96-000020 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HALLADOR PETROLEUM CO CENTRAL INDEX KEY: 0000788965 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 841014610 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-14731 FILM NUMBER: 96611675 BUSINESS ADDRESS: STREET 1: 1660 LINCOLN ST STE 2700 CITY: DENVER STATE: CO ZIP: 80264 BUSINESS PHONE: 3038395505 MAIL ADDRESS: STREET 1: 1660 LINCOLN STREET STREET 2: SUITE 2700 CITY: DENVER STATE: CO ZIP: 80264 FORMER COMPANY: FORMER CONFORMED NAME: KIMBARK OIL & GAS CO /CO/ DATE OF NAME CHANGE: 19900102 FORMER COMPANY: FORMER CONFORMED NAME: KIMBARK INC DATE OF NAME CHANGE: 19860624 10QSB 1 SECOND QUARTER FORM 10-QSB U.S. Securities and Exchange Commission Washington, D.C. 20549 Form 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1996 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT Commission File Number 0-14731 HALLADOR PETROLEUM COMPANY (Exact name of small business issuer as specified in its charter) COLORADO 84-1014610 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 1660 Lincoln St., Suite 2700, Denver, Colorado 80264 (Address of principal executive offices) 303-839-5504 FAX 303-832-3013 (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes [x]. No [ ]. As of August 12, 1996 7,095,000 shares of the issuer's common stock were outstanding. This report contains 9 pages. Exhibit table on page 9. 1 PART I. FINANCIAL INFORMATION: HALLADOR PETROLEUM COMPANY Consolidated Balance Sheet (in thousands)
June 30, December 31, 1996 1995 * ------------ ------------- ASSETS - ------ Current assets: Cash and cash equivalents $ 926 $ 3,459 Marketable securities - available for sale 2,870 Accounts receivable- Oil and gas sales 380 419 Well operations 314 331 Insurance claim received in January 1996 114 -------- ------- Total current assets 4,490 4,323 -------- ------- Oil and gas properties (full cost accounting), at cost: Evaluated properties 39,681 39,562 Less - accumulated depreciation, depletion, amortization (32,402) (32,118) -------- ------- 7,279 7,444 -------- ------- Other assets 159 159 -------- ------- $ 11,928 $ 11,926 ======== =======
*Derived from the Form 10-KSB. See accompanying notes. 2 HALLADOR PETROLEUM COMPANY Consolidated Balance Sheet (in thousands)
June 30, December 31, 1996 1995 * -------- ------------ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 230 $ 185 Oil and gas sales payable 90 39 Debt with recourse only to the South Cuyama Field 574 670 -------- ------- Total current liabilities 894 894 -------- ------- Debt with recourse only to the South Cuyama Field 5,861 6,203 -------- ------- Deferred Bonus Plan 147 127 -------- ------- Other 65 65 -------- ------- Stockholders' equity: Common stock, $.01 par value; 100,000,000 shares authorized; 7,145,000 (post split) shares issued and 70,982,723 (pre-split) shares issued 71 710 Preferred stock, $.10 par value; 10,000,000 shares authorized; no shares issued Additional paid-in capital 18,064 17,428 Accumulated deficit (13,174) (13,501) -------- ------- 4,961 4,637 -------- ------- $ 11,928 $ 11,926 ======== =======
*Derived from the Form 10-KSB. See accompanying notes. 3 HALLADOR PETROLEUM COMPANY Consolidated Statement of Operations (in thousands, except per share amounts)
Six Months ended Three months ended June 30, June 30, 1996 1995 1996 1995 -------- -------- -------- -------- Revenue: Oil $ 2,038 $ 1,875 $ 1,068 $ 991 Gas 155 279 75 129 NGLs 245 258 117 118 Interest 104 18 51 10 Other 35 ------- ------- ------- ------- 2,577 2,430 1,311 1,248 ------- ------- ------- ------- Costs and expenses: Lease operating 1,411 1,507 684 786 Depreciation, depletion and amortization 284 321 143 165 General and administrative 248 189 159 101 Interest 307 470 150 233 ------- ------- ------- ------- 2,250 2,487 1,136 1,285 ------- ------- ------- ------- Net income (loss) $ 327 $ (57) $ 175 $ (37) ======= ======= ======= ======= Net per share amounts* $ .05 (.07) $ .02 (.05) ======= ======= ======= ======= Weighted average shares outstanding* 7,145 766 7,145 766 ======= ======= ======= ======= * The 1995 amounts have been restated to reflect the May 29, 1996 stock split.
See accompanying notes. 4 HALLADOR PETROLEUM COMPANY Consolidated Statement of Cash Flows (in thousands)
Six months ended June 30, 1996 1995 -------- -------- Cash flows from operating activities $ 894 $ 473 Cash flows used in investing activities: Marketable securities (2,870) Additions to oil and gas properties (34) (54) Additions to unproved properties (85) Net cash (used in) investing activities (2,989) (54) Cash flows used in financing activities: Repayments of debt (438) (225) Net increase (decrease) in cash and cash equivalents (2,533) 194 Cash and cash equivalents, beginning of period 3,459 438 Cash and cash equivalents, end of period $ 926 $ 632
NOTES TO FINANCIAL STATEMENTS 1. The interim financial data is unaudited; however, in the opinion of management, the interim data includes all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the results for the interim periods. The financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principals have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures included herein are adequate to make the information presented not misleading. The organization and business of the Company, accounting policies followed by the Company and other information are contained in the notes to the Company's financial statements filed as part of the Company's December 31, 1995 Form 10-KSB. This quarterly report should be read in conjunction with such annual report. 5 HALLADOR PETROLEUM COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION RESULTS OF OPERATIONS PROPERTIES SOLD IN JULY In July 1995, the Company sold substantially all its Texas properties for $354,000. LOE for these properties for the six-month period ended June 30, 1995 was approximately $44,000. LOE for the three month period ended June 30, 1995 was approximately $21,000. Sales volumes and values are set forth in the following tables:
Six Month Sales Second Quarter Sales 1995 1995 Volume Value Volume Value ------ ----- ------ ----- Oil-barrels 2,955 $50,713 1,366 $24,400 Gas-MCF 34,486 56,391 16,729 27,327
YEAR-TO-DATE COMPARISON Average product prices and volumes are set forth in the following table:
1996 1995 Sales Volume Average Price Sales Volume Average Price ------------ ------------- ------------ ------------- Oil - barrels 110,715 $18.41 114,990 $16.30 Gas - MCF 110,980 1.40 193,210 1.45 NGLs- barrels 19,820 12.37 22,280 11.59
Revenue increased due to a higher average oil price, interest income and non-recurring refunds. Higher prices more than offset the decline in gas sales resulting from lower production levels and property sales. General and administrative expenses increased due to annual meeting expenses of $15,000, non-recurring expenses of $16,000 and state taxes of $18,000. The Company did not have an annual meeting in 1995 and state taxes were insignificant. Interest expense decreased due to the conversion of the convertible debt in November 1995. QUARTER-TO-DATE COMPARISON Revenue and general and administration increased to due the reasons stated above. 6 The table below provides sales data and average prices for the the second quarters.
1996 1995 Sales Volume Average Price Sales Volume Average Price ------------ ------------- ----------- -------------- Oil - barrels 55,020 $19.41 58,485 $16.94 Gas - MCF 58,034 1.30 90,939 1.43 NGLs- barrels 10,272 11.46 11,010 10.73
OUTLOOK FOR REMAINDER OF 1996 HEDGING The Company continues to evaluate hedging strategies for its oil production but has never entered into such actions and at this time does not expect to. As of August 12, 1996, the Company is receiving $18.82 per barrel for its California production. LIQUIDITY AND CAPITAL RESOURCES Cash from operations and available funds will enable the Company to meet its obligations, commitments and capital expenditures as they become due through the next 12 months. FUTURE RESULTS OF OPERATIONS Assuming stable production and prices, a small profit is expected for the remaining six months. 7 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company's Shareholders' meeting was held on May 29, 1996. All of the Company's directors were elected, the amendment to the 1993 Stock Option Plan was approved and adopted, the 100 for 1 reverse split followed by the 10 for 1 forward split was approved and effected. Total shares outstanding were 71,485,755 and total shares represented by proxy were 61,576,650 presenting 86.14% outstanding shares voted. No shares were represented in person. Below is a table showing the voting results:
Common Stock Proposal #1-Election of Directors Cortlandt S. Dietler For 61,575,684 Withheld 966 David Hardie For 61,575,684 Withheld 966 Steven Hardie For 61,575,684 Withheld 966 Bryan H. Lawrence For 61,575,684 Withheld 966 Victor P. Stabio For 61,575,684 Withheld 966 Proposal #2 - To adopt and ratify amendment No. 1 to the Stock Option Plan For 61,347,058 Against 12,622 Abstain 955 Not Voted 216,015 Proposal #3 - To amend the Company's Articles of Incorporation to effect a 100 for 1 reverse split of the Company's common stock followed by a 10 for 1 forward split of the Company's common stock. For 61,574,036 Against 2,153 Abstain 441 Not Vote 20
8 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Ex-27 Financial Data Schedule; EDGAR filing only. Ex-3.(i) Articles of Incorporation Ex-3.(ii) Amendment to the Articles of Incorporation filed 12/14/89 Ex-3.(iii) Amendment to the Articles of Incorporation filed 12/30/90 Ex-3.(iv) Amendment to the Articles of Incorporation filed 5/29/96 (b) No reports on Form 8-K were filed by the Company during the quarter ended June 30, 1996. SIGNATURE In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HALLADOR PETROLEUM COMPANY Date: August 12, 1996 By: /s/ VICTOR P. STABIO Victor P. Stabio Chief Executive Officer and Chief Financial Officer Signing on behalf of the registrant and as principal financial and accounting officer. 9 EX-3.(I) 2 RESTATED ARTICLES OF INCORPORATION OF KIMBARK OIL & GAS COMPANY THE STATE OF COLORADO S S COUNTY OF DENVER S The undersigned natural persons, acting as the President and Secretary of Kimbark Oil & Gas Company, a Colorado corporation (the "Corporation"), file the following Restated Articles of Incorporation (the "Articles") for the Corporation. These Articles correctly set forth the provisions for the Articles of Incorporation, as amended, and such amendments have been adopted by the Board of Directors by resolution and approved by the shareholders receiving the affirmative vote of the holders of a majority of the shares entitled to vote thereon. These Articles supersede the original Articles of Incorporation and all amendments thereto. 1. The name of the Company shall be Kimbark Oil & Gas Company. 2. The term for which the Corporation is to exist is perpetual. 3. (a) The purpose for which this Corporation is formed is the transaction of any or all lawful business for which corporations may be incorporated under the laws of Colorado. (b) The Corporation shall have and may exercise all of the rights, powers and privileges now or hereafter conferred upon corporations organized under the laws of Colorado and may do everything necessary, equitable or proper for the accomplishment of any of its corporate purposes. 4. (a) The aggregate number of shares which the Corporation shall have the authority to issue is 40,000,000 shares of Common Stock with a par value of each share of $.10, and 10,000,000 shares of preferred stock with a par value of each share of $.10. (b) The board of directors of the Corporation ("Board of Directors") is authorized, subject to limitations prescribed by Colorado law and the provisions of this Article 4 to divide the preferred stock into series and fix the determine the relative rights and preferences of the shares of any series so established. (c) The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following: (i) The number of shares constituting that series and the distinctive designation of that series; (ii) The dividend rate on the shares of that series, the time of payment of dividends, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series; (iii) Whether shares of that series shall have voting powers, in addition to the voting powers provided by law, and if so, the terms of such voting powers; (iv) Whether shares of that series shall have conversion privileges, and, if so, the terms and conditions on which such shares may be converted, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine; (v) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the redemption price, which amount may vary under different conditions and at different redemption rates; (vi) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; (vii) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series; (viii) Any other relative rights, preferences and limitations of that series. Any of the voting powers, designation, preferences, rights and qualifications, limitations or restrictions of any such series of preferred stock may be made dependent upon facts ascertainable outside these Articles of Incorporation or of any amendment hereto, or outside the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors pursuant to authority expressly vested in int by these provisions, provided that such facts and the manner in which such facts shall operate upon the voting powers, designations, preferences, rights and qualifications, limitations or restrictions of such series of stock are clearly and expressly set forth in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors. (d) Each shareholder of record shall have one vote for each share of common stock standing in his name on the books of the Corporation and entitled to vote. Cumulative voting shall not be allowed in the election of directors or for any other purpose. (e) At all meetings of stockholders, one-third of the shares entitled to vote at such meeting represented in person or by proxy, shall constitute a quorum, and at any meeting at which a quorum is present the affirmative vote of a majority of the shares represented at such meeting and entitled to vote on the subject matter shall be the act of the shareholders; except that the following actions shall require the affirmative vote or concurrence of the holders of at least a majority of all of the outstanding shares of the Corporate entitled to vote thereon: (1) adopting an amendment or amendments to these articles of incorporation, (2) lending money to, guaranteeing the obligations of or otherwise assisting any of the directors of the Corporation, (3) authorizing the sale, lease, exchange or other disposition of all or substantially all of the property and assets of the corporation, with or without its good w ill, not in the usual and regular course of business, (4) approving a plan of merger or consolidation, (5) adopting a resolution submitted by the Board of Directors to dissolve the Corporation, and (6) adopting a resolution submitted by the Board of Directors to revoke voluntary dissolution proceedings. (f) The Board of Directors may from time to time distribute to the shareholders in partial liquidation, out of either stated capital or capital surplus of the Corporation, a portion of its assets, in cash or property, subject to the limitations contained in the statutes of Colorado. 5. (a) The Corporation shall have the right to indemnify any person to the fullest extent allowed by the laws of Colorado. (b) A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 7-5-114 of the Colorado Corporation Coed, or (iov) for any transaction from which the director derived an improper personal benefit. If the Colorado Corporation Code is amended after approval by the shareholders of this article to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Colorado Corporation Code, as so amended. (c) Any repeal or modification of the foregoing paragraph by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. 6. The initial registered office of the Corporation shall be: 1580 Lincoln Street Suite 1000 Denver, Colorado 80203 and the name of its registered agent at such address shall be Rodgers A. Dockstader. The number of directors of the Corporation shall be not less than three nor more than fifteen, and determined from time to time by the Board of Directors; provided however, that there need be only as many directors as there are shareholders. 8. The name and address of the initial directors is as follows: Rodgers A. Dockstader 1580 Lincoln Street Suite 1000 Denver, Colorado 80203 The name and address of incorporator is as follows: Robert K. Whitt P. O. Box 2776 Midland, TX 79702 No holder of any shares of any class of stock of the Corporation shall, as such holder, have any preemptive or preferential right to receive, purchase, or subscribe to (1) any unissued or treasury shares of any class of stock, whether now or hereafter authorized, of the Corporation, (2) any obligations, evidences or indebtedness, or other securities of the Corporation convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase, or subscribe to any such unissued or treasury shares, (3) any warrant or option for the purchase of, any of the foregoing securities, or (4) any other securities that may be issued or sold by the Corporation, other than such (if any) as the Board of Directors of the Corporation, in its sole and absolute discretion, may determine from time to time. IN WITNESS WHEREOF, I have hereunto set my hand, this 28th day of August 1987. /s/ Rodgers A. Dockstader Rodgers A. Dockstader, President /s/ Andrew J. Wolfe Andrew J. Wolfe, Secretary STATE OF COLORADO S) S) COUNTY OF S) Before me, a notary public, on this day personally appeared Rodgers A. Dockstader, know to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, declared that the statements therein contained are true and correct. Given under my hand and seal of office this 28th day of August 1987. /s/ Cecily Ann Voruz (Notarial Seal) Notary Public State of Colorado Printed Name: Cecily Ann Voruz 1580 Lincoln Street, Suite 1000 Denver, Colorado 80203 EX-3.(II) 3 ARTICLES OF AMENDMENT to the ARTICLES OF INCORPORATION (Filed with the Colorado Secretary of State on December 14, 1989.) Pursuant to the provisions of the Colorado Corporation Code, the undersigned corporation adopts the following Articles of Amendments to its Articles of Incorporation: FIRST: The name of the corporation is (note 1) Kimbark Oil & Gas Company. SECOND: The following amendment to the Articles of Incorporation was adopted on December 12, 1989, as prescribed by the Colorado Corporation Code, in the manner marked with an X below: ___ Such amendment was adopted by the board of directors where no shares have been issued. _X_ Such amendment was adopted by a vote of the shareholders. The number os shares voted for the amendment was sufficient for approval. RESOLVED, that the Article 1 of the Corporation's Restated Articles of Incorporation be amended by deleting such article in its entirety and substituting the following in lieu thereof: 1. The name of the Corporation shall be Hallador Petroleum Company. RESOLVED, that the paragraph (a) of Article 4 of the Corporation's Restated Articles of Incorporation be amended by deleting such paragraph (a) in its entirety and substituting the following in lieu thereof: (a) The aggregate number of shares which the Corporation shall have the authority to issue is 100,000,000 shares of Common Stock with a par value of each share of $.01 and 10,000,000 shares of Preferred Stock with a par value of each share of $.10. THIRD: The manner, if not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is a follows: None. FOURTH: The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capitals as change by such amendment, are as follows: No change. KIMBARK OIL & GAS COMPANY (NOTE 1) BY: /s/ WILLIAM T. KRIEG WILLIAM T. KRIEG, PRESIDENT /S/ ANDREW J. WOLFE ANDREW J. WOLFE, SECRETARY (NOTE 2) Note: 1. Exact corporate name of corporation adopting the Articles of Amendments. (If this is a change of name amendment the name before this amendment is filed.) 2. Signatures and titles of officers signing for the corporation. 3. Where no shares have been issued, signature of a director. EX-3.(II) 4 ARTICLES OF AMENDMENT to the ARTICLES OF INCORPORATION (Filed with the Colorado Secretary of State on December 31, 1990.) Pursuant to the provisions of the Colorado Corporation Code, the undersigned corporation adopts the following Articles of Amendments to its Articles of Incorporation: FIRST: The name of the corporation is (note 1) Hallador Petroleum Company. SECOND: The following amendment to the Articles of Incorporation was adopted on December 31, 1990, as prescribed by the Colorado Corporation Code, in the manner marked with an X below: ___ Such amendment was adopted by the board of directors where no shares have been issued. _X_ Such amendment was adopted by a vote of the shareholders. The number of shares voted for the amendment was sufficient for approval. RESOLVED, that Articles of Incorporation of Hallador Petroleum Company (the "Corporation") be amended by deleting paragraph (a) of Article Fourth and substituting therefor the following new paragraph (a): FOURTH: (a) The aggregate number of shares of capital stock which the Corporation shall have authority to issue shall be 110,000,000 shares, consisting of 100,000,000 shares of Common Stock, with a par value of each share of $0.01, and 10,000,000 shares of Preferred Stock, with a par value of each share of $0.10, issuable in series. Each ten (10) shares of the Corporation's Common Stock issued and outstanding at the time Articles of Amendment containing this amendment are filed with the Secretary of State of Colorado shall be and hereby are automatically changed and reclassified without further action into one (1) fully paid and nonassessable share of the Corporation's Common Stock, provided that no fractional shares shall be issued pursuant to such change and reclassification as a result of such change and reclassification the cash value of such fractional share based upon the average of the closing bid and asked quotations on the National Association of Securities Dealers trading period commencing on November 27, 1990 until the day preceding the date Articles of Amendment containing this amendment are filed with the Secretary of State of Colorado. THIRD: The manner, if not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is a follows: None. FOURTH: The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capitals as change by such amendment, are as follows: No change. HALLADOR PETROLEUM COMPANY (NOTE 1) BY: WILLIAM T. KRIEG, PRESIDENT W. ANDERSON BISHOP, SCTY (NOTE 2) Note: 1. Exact corporate name of corporation adopting the Articles of Amendments. (f this is a change of name amendment the name before this amendment is filed.) 2. Signatures and titles of officers signing for the corporation. 3. Where no shares have been issued, signature of a director. EX-3.(IV) 5 ARTICLES OF AMENDMENT to the ARTICLES OF INCORPORATION (Filed with the Colorado Secretary of State on May 29, 1996.) Pursuant to the provisions of the Colorado Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation. FIRST: The name of the corporation is Hallador Petroleum Company. SECOND: The following amendment to the Articles of Incorporation was adopted on May 29, 1996, as prescribed by the Colorado Business Corporation Code, in the manner marked with an X below: ___ No shares have been issued or Directors Elected - Action by Incorporators ___ No shares have been issued but Directors Elected - Action by Directors ___ Such amendment as adopted by the board of directors where shares have been issued. _X_ Such amendment was adopted by a vote of the shareholders. The number of shares voted for the amendment was sufficient for approval. RESOLVED, that, upon the filing of these Articles of Amendment to the Articles of Incorporation, each one hundred (100) shares of the Corporation's Common Stock issued and outstanding at the time Articles of Amendment containing this amendment are filed with the Secretary of State of Colorado shall be and hereby are automatically changed and reclassified without further action into one (1) fully paid and nonassessable share of the Corporation's Common Stock, provided that no fractional shares shall be issued pursuant to such change and reclassification. The Corporation shall pay to each shareholder who would otherwise be entitled to a factional share as a result of such change and reclassification the cash value of such fractional share based upon the average of the closing bid and asked quotations on the National Association of Securities Dealers Automated Quotations System, as reported by the NASD OTC Bulletin Board Service, for the trading period commencing on May 13, 1996 and continuing until the day preceding the date Articles of Amendment containing this amendment are filed with the Secretary of State of Colorado. FURTHER RESOLVED, that, on the day after the filing of these Articles of Amendment to the Articles of Incorporation, each share of Common Stock shall automatically be forward split and each such share shall become ten shares of Common Stock. THIRD: The manner, if not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is a follows: None. If these amendments are to have a delayed effective date, please list that date:_____________________________ (Not to exceed ninety (90) days from the date of filing). /s/ Victor P. Stabio By: Victor P. Stabio President EX-27 6 ARTICLE 5 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the consolidated balance sheets and consoliated statement of operations found on pages 3 and 4 of the Company's form 10-QSB for the year-to-date, and is qualified in its entirety by reference to such fiancial statements. 0000788965 HALLADOR PETROLEUM COMPANY 1000 6-MOS DEC-31-1995 JUN-30-1996 926 2870 694 0 0 4490 39681 32402 11928 894 5861 0 0 71 0 11928 380 2577 0 2250 0 0 307 0 0 0 0 0 0 127 .05 .05
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