-----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, VZQMNkYebi6XQop4ubtr1eonwhY9pdoZHuQFGg1RNvX0nqzbzkxA2PYK71JcxHMH ZgEBE1qdCL4eG6Te0JBEeg== 0000858470-97-000004.txt : 19970701 0000858470-97-000004.hdr.sgml : 19970701 ACCESSION NUMBER: 0000858470-97-000004 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970630 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CABOT OIL & GAS CORP CENTRAL INDEX KEY: 0000858470 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 043072771 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10447 FILM NUMBER: 97632832 BUSINESS ADDRESS: STREET 1: 15375 MEMORIAL DR CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 7135894600 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM 10-K/A AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 Commission File Number 1-10447 CABOT OIL & GAS CORPORATION (Exact name of registrant as specified in it charter) DELAWARE 04-3072771 (State of incorporation) (IRS Employer ID No.) 15375 Memorial Drive, Houston, Texas 77079 (281) 589-4600 (Address of principal executive office) (Registrant's telephone) The registrant hereby amends the annual report on Form 10-K to include under Part IV, Item 14, a(3) the following: EXHIBIT 99.1 - Annual Report on Form 11-K for the Cabot Oil & Gas Corporation Savings Investment Plan CABOT OIL & GAS CORPORATION INDEX TO FORM 10-K/A, AMENDMENT NO. 1 PAGE Signature page . . . . . . . . . . . . . . . . . . . . . . . . 2 Exhibit 99.1 - Annual Report on Form 11-K for the Cabot Oil & Gas Savings Investment Plan -1- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. CABOT OIL & GAS CORPORATION BY: /S/ CHARLES P. SIESS, JR ------------------------- CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT June 27, 1997 -2- EX-99 2 EXHIBIT 99.1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 1996 CABOT OIL & GAS CORPORATION SAVINGS INVESTMENT PLAN (Full title of the Plan) CABOT OIL & GAS CORPORATION 15375 Memorial Drive, Houston, Texas 77079 (Name of issuer of securities held pursuant to the plan and address of principal executive offices) Commission file number 1-10447 CABOT OIL & GAS CORPORATION SAVINGS INVESTMENT PLAN INDEX PAGE Signature Page . . . . . . . . . . . . . . . . . . . . . . . . 2 Report of Independent Accountants, Financial Statements, and Supplemental Schedules . . . . . . . . . . . . . . . . . F pages Exhibit 23.1 - Consent of Independent Accountants -1- SIGNATURE Pursuant to the requirements of the Securities Act of 1934, the Administrator has duly caused this Annual Report to be signed by the undersigned thereunto duly authorized. CABOT OIL & GAS CORPORATION SAVINGS INVESTMENT PLAN BY: CABOT OIL & GAS CORPORATION ADMINISTRATIVE COMMITTEE, Administrator of the Cabot Oil & Gas Corporation Savings Investment Plan BY: /S/ CHARLES P. SIESS, JR. -------------------------- CHAIRMAN June 27, 1997 -2- CABOT OIL & GAS CORPORATION SAVINGS INVESTMENT PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES WITH REPORT OF INDEPENDENT ACCOUNTANTS AS OF DECEMBER 31, 1996 AND 1995 AND FOR THE YEAR ENDED DECEMBER 31, 1996 TABLE OF CONTENTS PAGE ----- Report of Independent Accountants F-2 Financial Statements: Statement of Net Assets Available for Plan Benefits as of December 31, 1996 and 1995 F-3 Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended December 31, 1996 F-4 Notes to Financial Statements F-6 Supplemental Schedules: Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1996 F-15 Item 27d - Schedule of Reportable Transactions for the Year ended December 31, 1996 F-16 F-1 REPORT OF INDEPENDENT ACCOUNTANTS To the Administrative Committee of the Cabot Oil & Gas Corporation Savings Investment Plan: We have audited the accompanying statement of net assets available for plan benefits of Cabot Oil & Gas Corporation Savings Investment Plan ("the Plan") as of December 31, 1996 and 1995, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1996. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements 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 plan benefits of the Plan as of December 31, 1996 and 1995, and the changes in net assets available for plan benefits for the year ended December 31, 1996 in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of the Plan are presented for the purpose 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 in the statement of net assets available for plan benefits and in the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan 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. COOPERS & LYBRAND L.L.P. Houston, Texas June 13, 1997 F-2 CABOT OIL & GAS CORPORATION SAVINGS INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, With Fund Information
December 31, ------------------------------ 1996 1995 ---------- ---------- Investments, at Fair Market Value: Participant Directed: Fidelity Money Market Trust: Retirement Money Market Portfolio $ 4,670,132 $ 3,437,324 Fidelity Magellan Fund 4,584,116 5,029,036 Fidelity U.S. Equity Index Portfolio 3,215,431 1,447,143 Fidelity U.S. Bond Index Portfolio 973,350 1,133,016 Fidelity Asset Manager Fund - 829,897 Fidelity Asset Manager Growth Fund - 1,063,120 Fidelity Asset Manager Income Fund - 346,289 Fidelity Growth & Income Portfolio 1,519,442 - Fidelity Retirement Growth Fund 287,868 - Fidelity Stock Selector 483,675 - Participants Loans 712,891 651,139 Non-participant Directed: Cabot Corporation Common Stock 4,024,036 4,792,992 Cabot Oil & Gas Corporation Common Stock 1,303,198 1,280,632 ---------- ---------- Net Assets Available for Plan Benefits $ 21,774,139 $ 20,010,588 ========== ==========
The accompanying notes are an integral part of these financial statements. F-3 CABOT OIL & GAS CORPORATION SAVINGS INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, With Fund Information for the year ended December 31, 1996
Participant Directed ------------------------------------------------------------------------------------------------ Fidelity Money Fidelity Fidelity Market Trust: Fidelity Fidelity Fidelity Asset Asset Retirement Fidelity U.S. Equity U.S. Bond Asset Manager Manager Money Market Magellan Index Index Manager Growth Income Portfolio Fund Portfolio Portfolio Fund Fund Fund --------- --------- --------- --------- --------- --------- --------- Additions: Employer contributions ........ $ 153,008 $ 224,090 $ 94,657 $ 36,803 $ 26,594 $ 47,191 $ 9,317 Employee contributions ........ 275,228 414,844 213,516 59,398 50,657 93,961 18,694 Interest income ............... 27,142 20,979 6,436 6,338 4,610 6,241 1,589 Dividend income ............... 186,839 806,351 67,878 69,453 14,659 -- 10,060 Net appreciation in fair market value of investments ......... -- (277,540) 433,040 (40,114) 34,501 116,565 3,416 Other ......................... 128,031 140,291 59,362 15,562 10,393 25,521 1,615 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total additions ............. 770,248 1,329,015 874,889 147,440 141,414 289,479 44,691 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Deductions: Distributions to participants . 455,105 339,956 85,726 141,940 69,278 75,521 44,985 Loan withdrawals and other .... 115,501 208,304 54,575 1,602 11,235 63,075 7,941 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total deductions ............ 570,606 548,260 140,301 143,542 80,513 138,596 52,926 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Interfund transfers, net ........ 1,033,166 (1,225,675) 1,033,700 (163,564) (890,798) (1,214,003) (338,054) ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net increase (decrease) ..... 1,232,808 (444,920) 1,768,288 (159,666) (829,897) (1,063,120) (346,289) Net assets available for plan benefits: Beginning of year ............. 3,437,324 5,029,036 1,447,143 1,133,016 829,897 1,063,120 346,289 --------- --------- --------- --------- --------- --------- -------- End of year ................... $ 4,670,132 $ 4,584,116 $ 3,215,431 $ 973,350 $ -- $ -- $ -- ========= ========= ========= ========= ========= ========= ========
The accompanying notes are an integral part of these financial statements. F-4 CABOT OIL & GAS CORPORATION SAVINGS INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, With Fund Information, Continued for the Year Ended December 31, 1996
Participant Directed Non-participant Directed ------------------------------------------------------- --------------------------- Fidelity Fidelity Cabot Growth and Retirement Fidelity Cabot Oil & Gas Income Growth Stock Participant Corporation Corporation Portfolio Fund Selector Loans Common Stock Common Stock Total ----------- ----------- ----------- ----------- ----------- ----------- --------- Additions: Employer contributions ........ $ 15,062 $ 5,672 $ 9,325 $ -- $ -- $ 26,610 $ 648,329 Employee contributions ........ 29,596 10,663 18,121 -- -- 45,749 1,230,427 Interest income ............... 77 28 103 -- -- 1,074 74,617 Dividend income ............... 22,685 33,424 38,836 -- -- -- 1,250,185 Net appreciation in fair market value of investments ......... 79,178 (18,280) 2,151 -- (270,970) 219,831 281,778 Other ......................... 8,900 2,022 3,513 (319,091) -- 2,021 78,140 --------- --------- --------- --------- --------- --------- ---------- Total additions ............. 155,498 33,529 72,049 (319,091) (270,970) 295,285 3,563,476 --------- --------- --------- --------- --------- --------- ---------- Deductions: Distributions to participants . -- -- -- 65,164 427,910 69,882 1,775,467 Loan withdrawals and other .... 2,346 95 3,386 (446,007) -- 2,405 24,458 --------- --------- --------- --------- --------- --------- ---------- Total deductions ............ 2,346 95 3,386 (380,843) 427,910 72,287 1,799,925 --------- --------- --------- --------- --------- --------- ---------- Interfund transfers, net ........ 1,366,290 254,434 415,012 -- (70,076) (200,432) -- --------- --------- --------- --------- --------- --------- ---------- Net increase (decrease) ..... 1,519,442 287,868 483,675 61,752 (768,956) 22,566 1,763,551 Net assets available for plan benefits: Beginning of year ............. -- -- -- 651,139 4,792,992 1,280,632 20,010,588 --------- --------- --------- --------- --------- --------- ---------- End of year ................... $ 1,519,442 $ 287,868 $ 483,675 $ 712,891 $ 4,024,036 $ 1,303,198 $21,774,139 ========= ========= ========= ========= ========= ========= ==========
The accompanying notes are an integral part of these financial statements. F-5 CABOT OIL & GAS CORPORATION SAVINGS INVESTMENT PLAN Notes to the Financial Statements 1. Description of Plan: The following brief description of the Cabot Oil & Gas Corporation Savings Investment Plan (the "Plan") is provided for general information purposes only. Participants should refer to the summary plan description and legal plan document for more complete information. General Cabot Oil & Gas Corporation ("COGC" or "Company") was previously a subsidiary of Cabot Corporation ("Cabot"). In February 1990, the Company completed its initial public offering of approximately 18% of the total outstanding shares of common stock and, accordingly, ceased to be a wholly-owned subsidiary of Cabot. On March 28, 1991, Cabot completed an exchange offer. Following the completion of the exchange offer, the Company became 100% publicly-owned and ceased to be a subsidiary of Cabot. Effective January 1, 1991, COGC established the Plan which is a defined contribution plan in which participation is voluntary on the part of the employees. Employees are eligible to become a participant in the Plan upon the first day of employment. Prior to the commencement of the Plan, COGC employees participated in the Cabot Profit Sharing and Savings Plan ("PSSP") and the Cabot Employee Stock Ownership Plan ("ESOP"). All COGC employees who were members of the PSSP automatically became a participant in the Plan on January 1, 1991, were 100% vested with respect to balances in the PSSP and ESOP as of December 31, 1990, and had their PSSP and ESOP account balances transferred to the Plan. The Plan assumed legal responsibility for the accrued benefits of such affected employees on January 1, 1991. Benefits under the ESOP were frozen as of December 31, 1990. The ESOP balance is comprised of Cabot and/or COGC common stock. The participant is not eligible to withdraw, exchange, or take a loan against the ESOP balance while an active COGC employee. Dividends earned on the ESOP common stock are distributed to the other Plan investment election(s) according to the participant's most recent investment election. If such an election is not made by a participant, dividends from the ESOP are placed in the money market fund. F-6 1. Description of Plan, continued: Vested Benefits A participant can contribute in the aggregate from 1% to 15% of eligible compensation as defined in the Plan on a pre-tax (before federal and state taxes are withheld) and/or after-tax basis through payroll deductions, except for employees residing in the state of Pennsylvania. Pennsylvania requires that state taxes be withheld before the pre-tax contribution. The participant is always fully vested in his or her contributions made on either a pre-tax or after-tax basis. The Company provides an incentive for each employee to participate in the pre-tax portion of the Plan by matching 100% of the first 4% contributed. None of the after-tax contributions by a participant are matched by the Company. The Company matching contribution vests 20% per year after the first year of vesting service, with 100% vesting attained after five years of vesting service. The participant is credited with a year of vesting service for each plan year in which he or she has 1,000 or more hours of service. Service with Cabot prior to January 1, 1991 counts as vesting service under the Plan to the extent and in the same manner as computed under PSSP. A participant's account becomes 100% vested with less than five years of vesting service as a result of either (i) permanent and total disability, (ii) death (account value is paid to the designated beneficiary), or (iii) attainment of age 65. The Plan was amended in February 1993 to fully vest certain participants who were terminated due to a reduction in workforce. The Plan was amended in 1996 to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover. The Plan was further amended in 1996 to limit loans to members who are active employees. If a participant leaves COGC and is rehired within five years, the prior service with COGC will be restored under the Plan. Additionally, if the participant was partially vested when the employment was initially terminated, COGC will redeposit any amount of the matching contribution which was forfeited from the account (because the participant left before becoming 100% vested) after repayment by the participant of his or her previous distribution, if any. Investment Options and Other Elections The Plan offers eight different investment options with varying levels of risk for the participant to choose from. In July, 1996, the Plan management terminated three Fidelity Asset Manager Funds which were performing below expectations and selected three new Fidelity mutual funds. The three funds that were selected by Plan management are the Fidelity Stock Selector, Fidelity Retirement Growth Fund and the Fidelity Growth & Income Portfolio. The options available at the end of the year were as follows: The Fidelity Retirement Money Market Portfolio is a low-risk investment and seeks stability of principal and high money market yields. The portfolio manager invests in a variety of money market instruments, including certificates of deposit, banker's acceptances, commercial paper, repurchase agreements and obligations of the U.S. Government. The Fidelity Magellan Fund seeks capital appreciation primarily through investments in common stock, diversified across many sectors of the market. Some of the companies in the fund's portfolio are well-known, while other firms are smaller or less well-known. . F-7 1. Description of Plan, continued: Investment Options and Other Elections, continued The Fidelity U.S. Equity Index Portfolio seeks to match the compositions and total return of the Standard and Poor's Daily Stock Price Index of 500 common stocks (S&P 500 Index), while keeping transaction costs and other expenses low. The portfolio manager tries to achieve this objective by investing primarily in common stocks of the 500 companies that make up the S&P 500 Index. Dividends are reinvested automatically in participant accounts creating a compounding effect on its value. The Fidelity U.S. Bond Index Portfolio seeks to match the investment returns of the Shearson Lehman Hutton Aggregate Bond Index. This index, which includes 6,500 different bond issues, consists of about 75% government and corporate bonds and about 25% mortgage-backed securities. The Fidelity Growth & Income Portfolio is a growth and income fund. It seeks high total return through a combination of current income and capital appreciation. It invests primarily in domestic and foreign stocks, focusing on those that pay current dividends and offer potential growth of earnings, such as common stocks, securities convertible into common stocks, preferred stocks and fixed-income securities. The Fidelity Retirement Growth Fund is a growth fund. It seeks long-term capital appreciation by investing primarily in common stocks, although it can invest in all types of securities. The Retirement Growth Fund was created exclusively for tax-advantaged accounts, and the Fund therefore intends to realize capital gains without regard to a shareholder's current tax liability. The Fidelity Stock Selector is a growth fund. Using a computer-aided quantitative approach, it seeks capital growth by investing in common domestic and foreign stocks which are determined to be undervalued relative to their industry's norms. Cabot Oil & Gas Corporation Common Stock participants were allowed to invest in COGC common stock effective the second quarter of 1994. Dividends paid on COGC common stock are automatically reinvested in COGC common stock. F-8 1. Description of Plan, continued: Investment Options and Other Elections, continued The Plan also allows the participants to (i) change the percentage of pay withheld through payroll deduction a maximum of four times per year, with changes taking effect the first pay period after advance notice, (ii) change investment fund options for future contributions at any time, directly by telephone with the Fidelity Management Trust Company ("Trustee"), (iii) transfer the total balance of his or her accumulated investments from one fund to another four times per year, and (iv) discontinue participation in the Plan at any time, to be effective the first pay period after advance notice. Re-enrollment can be at any time, except after a hardship withdrawal. Payment of Benefits A participant eligible for a distribution from the Plan can elect to receive an immediate lump sum payment, or if the participant's account balance exceeds $3,500 he or she can defer the payment up to age 70.5. An exception is made for those participants who (i) had shares of Cabot stock transferred from the PSSP and/or ESOP to the Plan and (ii) exchanged shares of Cabot common stock in his or her PSSP and/or ESOP account for shares of COGC common stock pursuant to an exchange offer completed by Cabot in April 1991. Such participants can have the stock balance paid in cash or as common stock certificates. If the participant decides to sell such stock certificates, the commission fee will be reflected in the net asset value of the stock trade. Balances transferred to the Plan from the PSSP and/or ESOP retain payment options provided under the PSSP and/or ESOP. Withdrawals During Employment A participant is eligible to make certain withdrawals while employed. The first category of funds that is eligible for withdrawal represents amounts that were transferred from the PSSP. The second category represents amounts contributed under the Plan. Different rules apply to the withdrawal, depending on the category. If the participant was a former member in the PSSP, the participant is eligible to make either a voluntary withdrawal or a hardship withdrawal from the amounts that were transferred. A voluntary withdrawal may be made from the PSSP after-tax and employer contribution accounts. Two voluntary withdrawals can be made per year, provided that not more than two are made within three months of each other. A voluntary withdrawal will be deducted from the participant's account in a specific order as provided for in the Plan. F-9 1. Description of Plan, continued Withdrawals During Employment, continued A participant is also eligible for a hardship withdrawal from his or her PSSP pre-tax account under the following conditions, (i) in a year in which the participant has already made two voluntary withdrawals and (ii) when three months have not elapsed since the time of the last voluntary withdrawal. Special rules apply which determine the hierarchy of access to the various sources of funds including (i) the participant has already withdrawn the full amount of both the after-tax contributions and the vested Company contributions, (ii) the participant must have fully exhausted the ability to obtain funds from any other source, including a loan from the Plan, and (iii) the participant submitted an application to the Administrative Committee for a hardship withdrawal. Following a hardship withdrawal, there will be an automatic 12-month suspension of the participant's pre-tax contributions. A participant can withdraw at any time an amount equal to the after-tax contributions made to the Plan after January 1, 1991. The minimum withdrawal amount is $500. A withdrawal of after-tax contributions requires a withdrawal of a proportionate share of investment earnings thereon, which will be taxable and will include 10% early distribution tax if made before age 59.5 under current tax laws. Additionally, the participant can withdraw an amount equal to the pre-tax contributions made to the Plan after January 1, 1991 at any time after age 59.5. This withdrawal will be taxable, but will not include the 10% early distribution tax under current tax laws. Loans to Participants A participant can borrow up to 50% of his or her vested account balance (excluding ESOP) while in the Plan. The amount borrowed may be from a minimum of $1,000 to a maximum of $50,000, but never more than 50% of the vested account balance. Only one loan can be outstanding at any one time. A loan must be repaid by payroll deduction over a period not to exceed five years; early payoff is permitted. The loan interest rate is set by the Administrative Committee. For the 1996 Plan year, it was 1% above the prime rate charged by COGC's principal commercial bank in effect at the time of the loan. The set-up fee and the ongoing administrative fee for the loan are charged directly to the participant's account on a quarterly basis. Withdrawals Upon Termination of Employment A participant can withdraw the total vested amount in the Plan account as a result of either (i) termination of employment (ii) retirement at age 65 or at age 55 or later with 10 years of service or (iii) permanent and total disability or death. The full value of the Plan account will be paid and will be subject to income tax when the participant retires or qualifies as permanently and totally disabled, unless an election is made by the participant to roll over the funds as allowed by the Internal Revenue Code. If death occurs before retirement, the full value of the account will be paid to the designated beneficiary. F-10 1. Description of Plan, continued: Disposition of Forfeitures by Participants A forfeiture of unvested benefits shall be accounted for in the following manner. First, the forfeiture shall be credited to the Company contribution account of a re-employed participant for whom a reinstatement of prior forfeiture is required. Second, the forfeiture shall be applied toward the account of a former participant pursuant to the unclaimed benefit provisions of the Plan. To the extent that forfeitures for any Plan year exceed the amounts required to reinstate the accounts noted above, they will be applied against the next succeeding Company contribution. Rollover Contributions Generally, if a participant received a qualified total distribution as defined in the Internal Revenue Code of 1986 as amended, the participant can deposit or "rollover" those funds into the Plan if approved by the Administrative Committee. 2. Summary of Significant Accounting Policies: Basis of Presentation The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles. Valuation of Investments Investments are recorded at fair market value based on market prices that have been provided by the Trustee. Net Appreciation in Fair Market Value of Investments The statement of changes in net assets available for Plan benefits presents the net appreciation in the fair market value of investments which consists of realized gains or losses and the unrealized appreciation (depreciation) on those investments. Plan Trustee Fidelity Management Trust Company was appointed trustee of the Plan by a contract dated June 1, 1991. Under the contract, the trustee shall hold all property received, manage the Plan and invest and reinvest Plan assets. Administrative Expenses Administrative expenses consist of all expenses incident to the administration, termination or protection of the Plan, including, but not limited to, legal, accounting, investment manager and trustee fees. All administrative expenses, except for expenses associated with loans to participants, were paid by the Company in 1996. F-11 Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates. Risks and Uncertainties The Plan provides for various investment options in any combination of stocks and mutual funds. Investment securities are exposed to various risks, such as market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statement of net assets available for plan benefits. 3. Plan Termination: While the Company has not expressed any intent to discontinue its contributions or terminate the Plan, it is free to do so at any time. In the event of such a discontinuance or termination of the Plan, all amounts credited to the accounts of participants shall become fully vested and non-forfeitable. 4. Tax Status of Plan: The Plan is designed to constitute a "Qualified Plan" under the provisions of Section 401(a) of the Internal Revenue Code and, therefore, be exempt from federal income tax under the provisions of Section 501(a). The Plan obtained its latest determination letter on October 23, 1993, in which the Internal Revenue Service stated that the Plan was in compliance with the applicable requirements of the Internal Revenue Code. The Plan was amended in 1994 and 1996, subsequent to the receipt of the determination letter. The Plan Administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. F-12 5. Party In Interest Transactions The Plan invests in various Fidelity mutual funds and portfolios. These investments are considered party in interest transactions because Fidelity Management Trust Company serves as trustee of the Plan. The Plan management has approved these investment options. F-13 SUPPLEMENTAL SCHEDULES F-14 CABOT OIL & GAS CORPORATION SAVINGS INVESTMENT PLAN Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1996
Current or Description Units Held Cost* Fair Value - --------------------------------------------------- ---------- ----------- ----------- Fidelity Money Market Trust: Retirement Money Market Portfolio ......... 4,670,132 $ 4,670,132 $ 4,670,132 Fidelity Magellan Fund ............................ 56,840 4,217,361 4,584,116 Fidelity U.S. Equity Index Portfolio .............. 119,311 2,482,416 3,215,431 Fidelity U.S. Bond Index Portfolio ................ 92,173 976,597 973,350 Fidelity Stock Selector Fund ...................... 20,280 481,985 483,675 Fidelity Retirement Growth Fund ................... 16,649 306,153 287,868 Fidelity Growth & Income Portfolio ................ 49,445 1,440,692 1,519,442 Cabot Corporation Common Stock .................... 160,161 1,149,675 4,024,036 Cabot Oil & Gas Corporation Common Stock .......... 76,099 999,104 1,303,198 Participant Loans (Interest rates range from 7.75% to 9.5%) ................................. 0 712,891 ---------- ---------- $16,724,115 $21,774,139 ========== ==========
- ---------------- * Cost is based on average cost. F-15 CABOT OIL & GAS CORPORATION SAVINGS INVESTMENT PLAN Item 27d - Schedule of Reportable Transactions for the year ended December 31, 1996
SALES PURCHASE ------------------------- NET GAIN/ DESCRIPTION PRICE PRICE COST(1) (LOSS)(1) - ------------------------------------- ----------- ----------- ------------ ----------- Single Transactions: None $ -- $ -- $ -- $ -- Series of Transactions: Fidelity Magellan Fund 2,200,383 2,367,762 2,245,884 121,878 Fidelity Growth & Income Fund 1,457,991 17,727 17,299 428 Fidelity Asset Manager Fund 135,933 1,000,332 915,119 85,213 Fidelity Asset Manager Growth Fund 326,147 1,505,831 1,291,564 214,267 Fidelity Money Market Trust: Retirement Money Market Portfolio 2,300,804 1,067,996 1,067,996 -- Fidelity U.S. Equity Index Portfolio 1,559,861 224,613 178,320 46,293
------------------------------------------------------------------ * Cost and net gain/(loss) on sale transactions is based on average cost. All other required information which has been omitted for the reason that such information is not applicable or can be obtained from information found elsewhere in the financial statements. F-16 EXHIBIT 23.1 Consent of Independent Accountants We consent to the incorporation by reference in the registration statements on Form S-8 of Cabot Oil & Gas Corporation filed with the Securities and Exchange Commission on June 23, 1990, November 1, 1993 and May 20, 1994 of our report dated June 13, 1997 on our audits of the financial statements and supplemental schedules of the Cabot Oil & Gas Corporation Savings Investment Plan, as of December 31, 1996 and 1995, and for the year ended December 31, 1996, which report is included in this Annual Report on Form 11-K. COOPERS & LYBRAND L.L.P. Houston, Texas June 13, 1997 -----END PRIVACY-ENHANCED MESSAGE-----