ITEM 3. LEGAL PROCEEDINGS.
On November 5, 1996, the Province of Santa Cruz, Argentina brought suit against Cadipsa in the Corte Suprema de Justicia de la Nacion (the Supreme Court of Justice of the Argentine Republic, Buenos Aires, Argentina), Dossier No. s- 1451, seeking to recover approximately $10.6 million (which sum includes interest) allegedly due as additional royalties on four concessions granted in 1990 in which the Company currently owns a 100 percent working interest. The Company and its predecessors in title have been paying royalties at an eight percent rate; the Province of Santa Cruz claims the rate should be 12 percent. The amount of such claim will increase at the differential of these royalty rates until this claim is resolved. With respect to the 50 percent interest in the two concessions that the Company acquired from British Gas, plc, the Company believes that it is entitled to indemnification by
British Gas, plc for any loss sustained by the Company as a result of this claim. Such indemnification equals approximately $4.0 million of the $10.6 million claim. The Company has no indemnification from its predecessors in title with respect to the payment of royalties on the other two concessions. Although the Company cannot predict the outcome of this litigation, based upon the advice of counsel, the Company does not expect this claim to have a material adverse impact on the Company's financial position or results of operations.
The Company is also a named defendant in various other lawsuits and is a party in governmental proceedings from time to time arising in the ordinary course of business. While the outcome of such other lawsuits or proceedings against the Company cannot be predicted with certainty, management does not expect these matters to have a material adverse effect on the Company's financial position or results of operations.
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
There were no matters submitted to the Company's stockholders during the fourth quarter of the fiscal year ended December 31, 1996.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT.
The following table sets forth certain information regarding the executive officers of the Company. Officers are elected annually by the Board of Directors and serve at its discretion.
Mr. Stephenson, a co-founder of the Company, has been a Director since June 1983 and Chairman of the Board of Directors of the Company since April 1987. He was also Chief Executive Officer of the Company from April 1987 to March 1994 and President of the Company from June 1983 to May 1990. From October 1974 to March 1983, he was President of Santa Fe-Andover Oil Company (formerly Andover Oil Company), an independent oil and gas company ("Andover"), and from January 1973 to October 1974, he was Vice President of Andover. Mr. Stephenson also serves as a Director of AAON, Inc. Mr. Stephenson has a B.S. Degree in Petroleum Engineering from the University of Oklahoma, and has approximately 37 years of oil and gas experience.
Mr. Hille, the other co-founder of the Company, has been a Director of the Company since June 1983, Chief Executive Officer of the Company since March 1994 and Vice Chairman of the Company
since September 1995. He was also President of the Company from May 1990 to September 1995, Chief Operating Officer of the Company from April 1987 to March 1994, Executive Vice President of the Company from June 1983 to May 1990 and Treasurer and Secretary of the Company from June 1983 to April 1987. From August 1972 to March 1983, Mr. Hille was employed by Andover where he served at various times primarily as Executive Vice President and Vice President--Operations. Mr. Hille has a B.S. Degree in Petroleum Engineering from the University of Tulsa, and has approximately 31 years of oil and gas experience.
Mr. George has been a Director since October 1991, President of the Company since September 1995 and Chief Operating Officer of the Company since March 1994. He was also an Executive Vice President of the Company from March 1994 to September 1995 and a Senior Vice President of the Company from October 1991 to March 1994. From April 1991 to October 1991, Mr. George was Vice President of Operations and International with Santa Fe Minerals, Inc., an independent oil and gas company ("Santa Fe Minerals"). From May 1981 to March 1991, he served in various other management and executive capacities with Santa Fe Minerals and its subsidiary, Andover. From December 1974 to April 1981, Mr. George held various management and engineering positions with Amoco Production Company. He has a B.S. Degree in Mechanical Engineering from the University of Missouri-Rolla.
Mr. Barnes, a certified public accountant, has been a Director, Treasurer and Secretary of the Company since April 1987, an Executive Vice President of the Company since March 1994 and Chief Financial Officer of the Company since May 1990. He was also a Senior Vice President of the Company from May 1990 to March 1994 and Vice President--Finance of the Company from January 1984 to May 1990. From November 1982 to December 1983, Mr. Barnes was an audit manager for Arthur Andersen & Co., an independent public accounting firm, where he dealt primarily with clients in the oil and gas industry. He was Assistant Controller- - -Finance of Andover from December 1980 to November 1982. From June 1976 to December 1980, he was an auditor with Arthur Andersen & Co., where he dealt primarily with clients in the oil and gas industry. Mr. Barnes has a B.S. Degree in Business Administration from Oklahoma State University.
Mr. Abernathy has been Senior Vice President--Acquisitions of the Company since March 1994. He was Vice President--Acquisitions of the Company from May 1990 to March 1994 and Manager--Acquisitions of the Company from June 1987 to May 1990. From June 1976 to June 1987, Mr. Abernathy was employed by Exxon Company USA, where he served at various times as Senior Staff Engineer, Senior Supervising Engineer and in other engineering capacities, with assignments in drilling, production and reservoir engineering in the Gulf Coast and offshore. He has B.S. and M.S. Degrees in Mechanical Engineering from Auburn University.
Mr. Cox has been Vice President--General Counsel of the Company since March 1988. From August 1982 to March 1988, he was employed by Santa Fe Minerals and its subsidiary, Andover, where he served at various times as Vice President--Law and Regional Attorney. From April 1982 to August 1982, he was employed as Corporate Attorney by Andover. Prior to that time, Mr. Cox was employed by Amerada Hess Corporation, a major oil company, served as General Counsel and Secretary of Kissinger Petroleum Corporation, an independent oil and gas company, and served on the legal staff of Champlin Petroleum Company, an independent oil and gas company. He has a B.S. Degree in Business Administration with a major in Petroleum Marketing from the University of Tulsa, and a Juris Doctor from the University of Michigan Law School.
Mr. Dozier has been Vice President--Operations of the Company since May 1992. From June 1983 to April 1992, he was employed by Santa Fe Minerals where he held various engineering and management positions serving most recently as Manager of Operations Engineering. From January 1975 to May 1983, he was employed by Amoco Production Company serving in various positions where he worked all phases of production, reservoir evaluations, drilling and completions in the Mid-
Continent and Gulf Coast areas. He has a B.S. Degree in Petroleum Engineering from the University of Texas.
Mr. Meimerstorf, a certified public accountant, has been Controller of the Company since January 1988 and a Vice President of the Company since May 1990. He was Accounting Manager of the Company from February 1984 to January 1988. From April 1981 to February 1984, he was the Financial Reporting Supervisor for Andover. From June 1979 to April 1981, he was an auditor with Arthur Andersen & Co. He has a B.S. Degree in Accounting from Arkansas Tech University and an M.B.A. Degree from the University of Arkansas.
Mr. Phaneuf joined the Company as Vice President--Corporate Development in October 1995. From June 1995 to October 1995, he was employed in the Corporate Finance Group of Arthur Andersen LLP, specializing in energy industry corporate finance activities. From April 1993 to August 1994, he was Senior Vice President and head of the Energy Research Group at Kemper Securities, an investment banking firm. From 1988 until April 1993, he was employed by Rauscher, Pierce Refsnes, Inc., an investment banking firm, as a Senior Vice President, serving as an energy analyst involved in equity research. From 1978 to 1988, Mr. Phaneuf was Vice President of Kidder, Peabody, & Co., an investment banking firm, serving as an energy analyst in the Research Department. From 1976 to 1978, he was employed by Schneider, Bernet, and Hickman, serving as an energy analyst in the Research Department. From 1972 to 1976, he held the position of Investment Advisor for First International Investment Management, a subsidiary of NationsBank. He holds a B.A. Degree in Psychology and an M.B.A. Degree from the University of Texas.
Mr. Quackenbush has been Vice President--Production of the Company since May 1990. He was Manager--Production of the Company from November 1989 to May 1990. From May 1970 to July 1989, Mr. Quackenbush was employed by Tenneco Oil Co., an oil and gas company, where he served as Acquisition Manager and in various engineering positions. He has a B.S. Degree in Petroleum Engineering from the Colorado School of Mines.
Mr. Sheppard has been Vice President--International of the Company since November 1994. From June 1984 to August 1994, he was employed by Santa Fe Minerals serving as Manager--Acquisitions & Special Projects, Manager-- International Operations, and in various other management and supervisory capacities. From August 1977 to June 1984, he was employed by Amoco Production Company serving in various engineering and supervisory capacities. He has a B.S. Degree in Petroleum Engineering from Texas Tech University.
PART II
ITEM 5.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The information required by this Item is incorporated by reference from the sections on page 51 of the Company's 1996 Annual Report to Stockholders entitled "Stock Price Information," "Dividend Policy" and "Number of Stockholders."
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA.
The information required by this Item is incorporated by reference from page 25 of the Company's 1996 Annual Report to Stockholders.
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The information required by this Item is incorporated by reference from pages 26 through 30 of the Company's 1996 Annual Report to Stockholders.
ITEM 8.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this Item is incorporated by reference from pages 31 through 49 of the Company's 1996 Annual Report to Stockholders.
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information required by this Item with respect to the Company's directors is incorporated by reference from the sections of the Company's definitive Proxy Statement for its 1997 Annual Meeting of Stockholders (the "Proxy Statement") entitled "Election of Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance." The information required by this Item with respect to the Company's executive officers appears at Item 4A of Part I of this Form 10-K.
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION.
The information required by this Item is incorporated by reference from the section of the Proxy Statement entitled "Executive Compensation."
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by this Item is incorporated by reference from the section of the Proxy Statement entitled "Principal Stockholders and Security Ownership of Management."
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by this Item is incorporated by reference from the section of the Proxy Statement entitled "Certain Transactions."
PART IV
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) (1) Financial Statements:
The financial statements of the Company and its subsidiaries and report of independent public accountants listed below are incorporated by reference from the following pages of the Company's 1996 Annual Report to Stockholders:
Annual Report Page -------------
Consolidated Balance Sheets as of December 31, 1996 and 1995..... 31 Consolidated Statements of Income for the years ended December 31, 1996, 1995 and 1994.............................. 32 Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 1996, 1995 and 1994.......... 33 Consolidated Statements of Cash Flows for the years ended December 31, 1996, 1995 and 1994.............................. 34 Notes to Consolidated Financial Statements for the years ended December 31, 1996, 1995 and 1994.............................. 35 through 48 Report of Independent Public Accountants......................... 49
(2) Financial Statement Schedules:
All schedules are omitted as inapplicable or because the required information is contained in the financial statements or included in the footnotes thereto.
(3) Exhibits:
The following documents are included as exhibits to this Form 10-K. Those exhibits below incorporated by reference herein are indicated as such by the information supplied in the parenthetical thereafter. If no parenthetical appears after an exhibit, such exhibit is filed herewith.
3.1 Restated Certificate of Incorporation of the Company (Filed as Exhibit 3.1 to the Company's Registration Statement on Form S-1, Registration No. 33-35289 (the "S-1 Registration Statement")).
3.2 Restated By-laws of the Company (Filed as Exhibit 3.2 to the S-1 Registration Statement).
4.1 Form of stock certificate for Common Stock, par value $.005 per share (Filed as Exhibit 4.1 to the S-1 Registration Statement).
4.2 Indenture dated as of December 20, 1995, between Chemical Bank, as Trustee, and the Company (Filed as Exhibit 99.1 to the Company's report on Form 8-K filed January 16, 1996).
4.3 Indenture dated as February 5, 1997, between The Chase Manhattan Bank, as Trustee, and the Company.
10.1* Employment and Noncompetition Agreement dated January 7, 1987, between the Company and Charles C. Stephenson, Jr. (Filed as Exhibit 10.19 to the S-1 Registration Statement).
10.2* Employment and Noncompetition Agreement dated January 7, 1987, between the Company and Jo Bob Hille (Filed as Exhibit 10.20 to the S-1 Registration Statement).
10.3* Employment Agreement dated September 19, 1995, between the Company and Robert E. Phaneuf (Filed as Exhibit 10.3 to the Company's report on Form 10-K for the year ended December 31, 1995, filed April 1, 1996).
10.4* Form of Indemnification Agreement between the Company and certain of its officers and directors (Filed as Exhibit 10.23 to the S-1 Registration Statement).
10.5* Vintage Petroleum, Inc. 1990 Stock Plan (Filed as Exhibit 4(d) to the Company's Registration Statement on Form S-8, Registration No. 33-37505).
10.6* Amendment No. 1 to Vintage Petroleum, Inc. 1990 Stock Plan, effective January 1, 1991 (Filed as Exhibit 10.15 to the Company's report on Form 10-K for the year ended December 31, 1991, filed March 30, 1992).
10.7* Amendment No. 2 to Vintage Petroleum, Inc. 1990 Stock Plan dated February 24, 1994 (Filed as Exhibit 10.15 to the Company's report on Form 10-K for the year ended December 31, 1993, filed March 29, 1994).
10.8* Amendment No. 3 to Vintage Petroleum, Inc. 1990 Stock Plan dated March 15, 1996 (Filed as Exhibit A to the Company's Proxy Statement for Annual Meeting of Stockholders dated April 1, 1996).
10.9* Vintage Petroleum, Inc. 401(k) Plan (Filed as Exhibit 4(c) to the Company's Registration Statement on Form S-8, Registration No. 33- 55706).
10.10* Vintage Petroleum, Inc. Non-Management Director Stock Option Plan (Filed as Exhibit 10.18 to the Company's report on Form 10-K for the year ended December 31, 1992, filed March 31, 1993 (the "1992 Form 10-K")).
10.11* Form of Incentive Stock Option Agreement under the Vintage Petroleum, Inc. 1990 Stock Plan (Filed as Exhibit 10.20 to the Company's report on Form 10-K for the year ended December 31, 1990, filed April 1, 1991).
10.12* Form of Non-Qualified Stock Option Agreement under the Vintage Petroleum, Inc. 1990 Stock Plan (Filed as Exhibit 10.20 to the 1992 Form 10-K).
10.13 Credit Agreement dated August 29, 1996, among the Company, as borrower, certain commercial lending institutions, as lenders, and Bank of Montreal, as agent (Filed as Exhibit 10.1 to the Company's report on Form 10-Q for the quarter ended September 30, 1996, filed November 7, 1996).
10.14 First Amendment to Credit Agreement (Exhibit No. 10.13 above) dated October 21, 1996, among the Company, as borrower, certain commercial lending institutions, as lenders, and Bank of Montreal, as agent (Filed as Exhibit 10.2 to the Company's report on Form 10-Q for the quarter ended September 30, 1996, filed November 7, 1996).
10.15 Second Amendment to Credit Agreement (Exhibit No. 10.13 above) dated January 9, 1997, among the Company, as borrower, certain commercial lending institutions, as lenders, and Bank of Montreal, as agent (Filed as Exhibit 99 to the Company's Registration Statement on Form S-3, Registration No. 333-19569).
10.16 Assignment Agreement dated November 3, 1995, between Shell Compania Argentina de Petroleo S.A. and Vintage Petroleum Argentina, Inc. (Filed as Exhibit 2.1 to the Company's Registration Statement on Form S-3, Registration No. 33-97844 (the "S-3 Registration Statement")).
10.17 Assignment Agreement dated November 3, 1995, between Astra Compania Argentina de Petroleo S.A. and Vintage Petroleum Argentina, Inc. (Filed as Exhibit 2.2 to the S-3 Registration Statement).
10.18 Cadipsa Main Purchase Agreement dated June 2, 1995, between certain shareholders of Cadipsa S.A. listed in Annex 1 thereto and Vintage Petroleum Argentina, Inc. (Filed as Exhibit 2.1 to the Company's report on Form 8-K filed July 20, 1995).
10.19 Purchase Agreement dated June 2, 1995, between certain shareholders of Cadipsa S.A. listed in Annex 1 thereto and Vintage Petroleum, Argentina Inc. (Filed as Exhibit 2.2 to the Company's report on Form 8-K filed July 20, 1995).
10.20 Amended and Restated Investment Agreement dated April 28, 1994, between Cadipsa S.A. and International Finance Corporation ("IFC") (Filed as Exhibit 99.1 to the S-3 Registration Statement).
10.21 Rescheduling, Amendatory and Temporary Guarantee Agreement dated September 28, 1995, between Cadipsa S.A. and the Company and IFC (Filed as Exhibit 99.2 to the S-3 Registration Statement).
10.22 Purchase Agreement dated September 28, 1995, between IFC and Vintage Petroleum Argentina, Inc. (Filed as Exhibit 99.3 to the S-3 Registration Statement).
10.23 British Gas BGA Purchase Agreement dated September 28, 1995, between British Gas plc and Vintage Petroleum Argentina, Inc. (Filed as Exhibit 2.1 to the Company's report on Form 8-K filed October 4, 1995).
13. Portions of the Company's 1996 Annual Report to Stockholders.
21. Subsidiaries of the Company.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Netherland, Sewell & Associates, Inc.
27. Financial Data Schedule.
99.1 Letter of Netherland, Sewell & Associates, Inc. dated March 17, 1997, regarding U.S. oil and gas reserve information.
99.2 Letter of Netherland, Sewell & Associates, Inc. dated March 24, 1997, regarding South American oil and gas reserve information.
- -----------------------
* Management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the fourth quarter of the fiscal year ended December 31, 1996.
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.
VINTAGE PETROLEUM, INC.
Date: March 27, 1997 By: /s/ C. C. Stephenson, Jr. -------------------------------- C. C. Stephenson, Jr. Chairman of the Board
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:
INDEX TO EXHIBITS
The following documents are included as exhibits to this Form 10-K. Those exhibits below incorporated by reference herein are indicated as such by the information supplied in the parenthetical thereafter. If no parenthetical appears after an exhibit, such exhibit is filed herewith.
EXHIBIT NUMBER DESCRIPTION ------ -----------
3.1 Restated Certificate of Incorporation of the Company (Filed as Exhibit 3.1 to the Company's Registration Statement on Form S-1, Registration No. 33-35289 (the "S-1 Registration Statement")).
3.2 Restated By-laws of the Company (Filed as Exhibit 3.2 to the S-1 Registration Statement).
4.1 Form of stock certificate for Common Stock, par value $.005 per share (Filed as Exhibit 4.1 to the S-1 Registration Statement).
4.2 Indenture dated as of December 20, 1995, between Chemical Bank, as Trustee, and the Company (Filed as Exhibit 99.1 to the Company's report on Form 8-K filed January 16, 1996).
4.3 Indenture dated as February 5, 1997, between The Chase Manhattan Bank, as Trustee, and the Company.
10.1* Employment and Noncompetition Agreement dated January 7, 1987, between the Company and Charles C. Stephenson, Jr. (Filed as Exhibit 10.19 to the S-1 Registration Statement).
10.2* Employment and Noncompetition Agreement dated January 7, 1987, between the Company and Jo Bob Hille (Filed as Exhibit 10.20 to the S-1 Registration Statement).
10.3* Employment Agreement dated September 19, 1995, between the Company and Robert E. Phaneuf (Filed as Exhibit 10.3 to the Company's report on Form 10-K for the year ended December 31, 1995, filed April 1, 1996).
10.4* Form of Indemnification Agreement between the Company and certain of its officers and directors (Filed as Exhibit 10.23 to the S-1 Registration Statement).
10.5* Vintage Petroleum, Inc. 1990 Stock Plan (Filed as Exhibit 4(d) to the Company's Registration Statement on Form S-8, Registration No. 33-37505).
10.6* Amendment No. 1 to Vintage Petroleum, Inc. 1990 Stock Plan, effective January 1, 1991 (Filed as Exhibit 10.15 to the Company's report on Form 10-K for the year ended December 31, 1991, filed March 30, 1992).
10.7* Amendment No. 2 to Vintage Petroleum, Inc. 1990 Stock Plan dated February 24, 1994 (Filed as Exhibit 10.15 to the Company's report on Form 10-K for the year ended December 31, 1993, filed March 29, 1994).
10.8* Amendment No. 3 to Vintage Petroleum, Inc. 1990 Stock Plan dated March 15, 1996 (Filed as Exhibit A to the Company's Proxy Statement for Annual Meeting of Stockholders dated April 1, 1996).
10.9* Vintage Petroleum, Inc. 401(k) Plan (Filed as Exhibit 4(c) to the Company's Registration Statement on Form S-8, Registration No. 33-55706).
10.10* Vintage Petroleum, Inc. Non-Management Director Stock Option Plan (Filed as Exhibit 10.18 to the Company's report on Form 10- K for the year ended December 31, 1992, filed March 31, 1993 (the "1992 Form 10-K")).
10.11* Form of Incentive Stock Option Agreement under the Vintage Petroleum, Inc. 1990 Stock Plan (Filed as Exhibit 10.20 to the Company's report on Form 10-K for the year ended December 31, 1990, filed April 1, 1991).
10.12* Form of Non-Qualified Stock Option Agreement under the Vintage Petroleum, Inc. 1990 Stock Plan (Filed as Exhibit 10.20 to the 1992 Form 10-K).
10.13 Credit Agreement dated August 29, 1996, among the Company, as borrower, certain commercial lending institutions, as lenders, and Bank of Montreal, as agent (Filed as Exhibit 10.1 to the Company's report on Form 10-Q for the quarter ended September 30, 1996, filed November 7, 1996).
10.14 First Amendment to Credit Agreement (Exhibit No. 10.13 above) dated October 21, 1996, among the Company, as borrower, certain commercial lending institutions, as lenders, and Bank of Montreal, as agent (Filed as Exhibit 10.2 to the Company's report on Form 10-Q for the quarter ended September 30, 1996, filed November 7, 1996).
10.15 Second Amendment to Credit Agreement (Exhibit No. 10.13 above) dated January 9, 1997, among the Company, as borrower, certain commercial lending institutions, as lenders, and Bank of Montreal, as agent (Filed as Exhibit 99 to the Company's Registration Statement on Form S-3, Registration No. 333-19569).
10.16 Assignment Agreement dated November 3, 1995, between Shell Compania Argentina de Petroleo S.A. and Vintage Petroleum Argentina, Inc. (Filed as Exhibit 2.1 to the Company's Registration Statement on Form S-3, Registration No. 33-97844 (the "S-3 Registration Statement")).
10.17 Assignment Agreement dated November 3, 1995, between Astra Compania Argentina de Petroleo S.A. and Vintage Petroleum Argentina, Inc. (Filed as Exhibit 2.2 to the S-3 Registration Statement).
10.18 Cadipsa Main Purchase Agreement dated June 2, 1995, between certain shareholders of Cadipsa S.A. listed in Annex 1 thereto and Vintage Petroleum Argentina, Inc. (Filed as Exhibit 2.1 to the Company's report on Form 8-K filed July 20, 1995).
10.19 Purchase Agreement dated June 2, 1995, between certain shareholders of Cadipsa S.A. listed in Annex 1 thereto and Vintage Petroleum, Argentina Inc. (Filed as Exhibit 2.2 to the Company's report on Form 8-K filed July 20, 1995).
10.20 Amended and Restated Investment Agreement dated April 28, 1994, between Cadipsa S.A. and International Finance Corporation ("IFC") (Filed as Exhibit 99.1 to the S-3 Registration Statement).
10.21 Rescheduling, Amendatory and Temporary Guarantee Agreement dated September 28, 1995, between Cadipsa S.A. and the Company and IFC (Filed as Exhibit 99.2 to the S-3 Registration Statement).
10.22 Purchase Agreement dated September 28, 1995, between IFC and Vintage Petroleum Argentina, Inc. (Filed as Exhibit 99.3 to the S-3 Registration Statement).
10.23 British Gas BGA Purchase Agreement dated September 28, 1995, between British Gas plc and Vintage Petroleum Argentina, Inc. (Filed as Exhibit 2.1 to the Company's report on Form 8-K filed October 4, 1995).
13. Portions of the Company's 1996 Annual Report to Stockholders.
21. Subsidiaries of the Company.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Netherland, Sewell & Associates, Inc.
27. Financial Data Schedule.
99.1 Letter of Netherland, Sewell & Associates, Inc. dated March 17, 1997, regarding U.S. oil and gas reserve information.
99.2 Letter of Netherland, Sewell & Associates, Inc. dated March 24, 1997, regarding South American oil and gas reserve information.
- --------------------------- * Management contract or compensatory plan or arrangement.