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Reef Global Energy IV/L/P · 424B3 · On 11/15/04

Filed On 11/15/04 10:31am ET   ·   SEC File 333-93399-04   ·   Accession Number 1047469-4-34263

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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

11/15/04  Reef Global Energy IV/L/P         424B3                  1:88                                     Merrill Corp/New/- FA

Prospectus   ·   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                          HTML    671K 


Document Table of Contents

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11st Page
"Important Notice About Information in This Prospectus Supplement and the Accompanying Prospectus
"Table of Contents
"Prospectus Summary
"Risk Factors
"Forward-Looking Statements
"Terms of the Offering
"Source of Funds and Use of Proceeds
"Proposed Activities
"Management
"Prior Activities
"TABLE ONE Contributions as of July 10, 2004 and Distributions through June 30, 2004
"TABLE TWO Taxable Income or Loss
"TABLE TWO (continued) Taxable Income or Loss
"TABLE THREE Gross Revenues From Wells
"TABLE FOUR Costs Incurred by the Ventures from Inception through December 31, 2003
"TABLE FIVE Drilling Results
"Plan of Distribution
"Experts
"Reef Partners LLC Financial Statements Years ended December 31, 2003 and 2002
"Contents
"Report of Independent Registered Public Accounting Firm
"Reef Partners LLC Balance Sheets
"Reef Partners LLC Statements of Operations and Members' Equity
"Reef Partners LLC Statements of Cash Flows
"Reef Partners LLC Notes to Financial Statements December 31, 2003
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  FILED  PURSUANT  TO  RULE  424(b)(3)
REGISTRATION NO. 333-93399

PROSPECTUS SUPPLEMENT
(to the prospectus dated January 10, 2002)

Picture -- LOGO

REEF GLOBAL ENERGY IV, L.P.

375 Units of Preformation Limited Partner Interests and
125 Units of Preformation Additional General Partner Interests

Offering Price: $20,000 per unit       Minimum Purchase: $5,000 (1/4 unit)

        Reef Global Energy IV, L.P. is a limited partnership to be formed to drill and own interests in oil and natural gas properties. The partnership intends to enter into agreements with major or independent oil and gas companies to drill and own interests in oil and natural gas properties in the United States and in U.S. waters in the Gulf of Mexico. At times, the partnership may drill and own interests without such strategic partners. The primary purposes of the partnership will be to generate revenue from the production of oil and gas, distribute cash to the partners, and provide tax benefits. We are Reef Partners LLC ("Reef Partners") and we will be the managing general partner of the partnership. This partnership is the fourth to be offered in a series of partnerships to be formed by us comprising a program called Reef Global Energy Ventures.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

        These securities are speculative and involve a high degree of risk. Before buying units, you should consider carefully the risk factors beginning on page S-4 in this prospectus supplement, including:

        Oil and gas operations are highly speculative    •    We will manage and control the partnership     •     You will be unable to evaluate drilling or investment prospects    •    Third parties may control drilling, completion and production operations    •    Personal liability of additional general partners    •     Limited transferability of partnership interests    •    Cash distributions are not guaranteed    •     Conflicts of interest     •    Tax risks

 
  Per unit
  Minimum
Offering
(50 units)

  Maximum
Offering
(500 units)

Offering Price   $ 20,000   $ 1,000,000   $ 10,000,000
Management Fee and Organization and Offering Costs, including Commissions     3,000     150,000     1,500,000
   
 
 
Proceeds, before Expenses, to the Partnership   $ 17,000   $ 850,000   $ 8,500,000
   
 
 

        Reef Securities, Inc. is the dealer manager for this offering. It is offering the units on a "best efforts minimum/maximum" basis. The dealer manager was required to sell the minimum number of units in the partnership (50) in order for the partnership to be formed. The dealer manager is required to use only its best efforts to sell the units offered in the partnership. The offering period began on September 21, 2004. As of October 31, 2004, approximately $2,764,000 of units had been sold, satisfying the minimum offering amount.

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November 10, 2004


 

   
IMPORTANT NOTICE ABOUT INFORMATION IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

        This prospectus supplement describes the specific terms of the units we are offering in Reef Global Energy IV, L.P. The base prospectus gives more general information regarding Reef Global Energy Ventures, some of which may not apply to the units we are offering by this prospectus supplement.

        If the description of the units varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.

        You should rely only on the information contained in or incorporated by reference in this prospectus supplement or in the accompanying prospectus. We have not authorized anyone to provide you with different information. We are not offering to sell the units in any state where the offer or sale is not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus supplement or the accompanying prospectus is accurate as of any date later than November 10, 2004.


        We include cross references in this prospectus supplement to captions in the prospectus and this prospectus supplement where you can find further related information. The following table of contents tells you where to find these captions.

   

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

PROSPECTUS SUMMARY   S-1
RISK FACTORS   S-4
FORWARD-LOOKING STATEMENTS   S-12
TERMS OF THE OFFERING   S-12
SOURCE OF FUNDS AND USE OF PROCEEDS   S-16
PROPOSED ACTIVITIES   S-17
MANAGEMENT   S-19
PRIOR ACTIVITIES   S-22
PLAN OF DISTRIBUTION   S-40
EXPERTS   S-41
INDEX TO FINANCIAL STATEMENTS   S-42

PROSPECTUS
 
PROSPECTUS SUMMARY

 

1
  Terms of the Offering   1
  Risk Factors   3
  Our Compensation   3
  Participation in Distributions, Profits, Losses, Costs and Revenues   3
  Use of Proceeds   3
  Tax Considerations; Opinion of Counsel   4
  RISK FACTORS   5
  Special Risks of the Partnerships   5
  Risks of Oil and Natural Gas Investments   9
  Tax Risks   11
  FORWARD-LOOKING STATEMENTS   12
  TERMS OF THE OFFERING   13
     

i


 
  General   13
  Offering Periods   13
  Election to Purchase as Limited Partner or Additional General Partner   14
  Subscriptions for Units; Escrow Account   14
  Formation of the Partnerships   15
  Types of Units   15
  Investor Suitability   17
  ASSESSMENTS AND FINANCING   19
  SOURCE OF FUNDS AND USE OF PROCEEDS   20
  Source of Funds   20
  Use of Proceeds   20
  Subsequent Source of Funds   21
  PARTICIPATION IN DISTRIBUTIONS, PROFITS, LOSSES, COSTS AND REVENUES   21
  Cash Distributions   21
  Profits and Losses   21
  Revenues   22
  Costs   22
  Deficit Capital Account Balances   24
  Cash Distribution Policy   24
  Termination   25
  Amendment of Partnership Allocation Provisions   25
  COMPENSATION TO THE MANAGING GENERAL PARTNER   25
  PROPOSED ACTIVITIES   26
  Introduction   26
  Acquisition and Drilling of Undeveloped Prospects   27
  Gulf of Mexico Prospects   29
  Title to Properties   29
  Drilling and Completion Phase   30
  Production Phase of Operations   31
  Insurance   31
  COMPETITION, MARKETS AND REGULATION   32
  Competition   32
  Markets   32
  Regulation   33
  MANAGEMENT   34
  General   34
  Reef Partners LLC   35
  Ownership of Reef Partners LLC   36
  Compensation   36
  Legal Proceedings   36
  CONFLICTS OF INTEREST   37
  FIDUCIARY RESPONSIBILITY OF THE MANAGING GENERAL PARTNER   42
  PRIOR ACTIVITIES   43
  TAX CONSIDERATIONS   54
  Summary of Conclusions   55
  General Tax Effects of Partnership Structure   57
  Intangible Drilling and Development Costs Deductions   58
  Depletion Deductions   59
  Depreciation Deductions   60
  Interest Deductions   60
  Transaction Fees   60
     

ii


 
  Basis and at Risk Limitations   61
  Passive Loss Limitations   61
  Conversion of Interests   62
  Alternative Minimum Tax   62
  Gain or Loss on Sale of Property or Units   63
  Partnership Distributions   63
  Partnership Allocations   64
  Profit Motive   64
  Administrative Matters   64
  Accounting Methods and Periods   65
  Social Security Benefits; Self-Employment Tax   65
  Taxation of Foreign Operations   65
  State and Local Taxes   66
  Individual Tax Advice Should Be Sought   66
  SUMMARY OF PARTNERSHIP AGREEMENT   66
  Responsibility of Managing General Partner   66
  Liability of General Partners, Including Additional General Partners   66
  Liability of Limited Partners   67
  Allocations and Distributions   67
  Voting Rights   67
  Retirement and Removal of the Managing General Partner   68
  Term and Dissolution   68
  Indemnification   69
  Reports to Partners   70
  Power of Attorney   70
  Other Provisions   70
  TRANSFERABILITY OF UNITS   70
  PLAN OF DISTRIBUTION   71
  LEGAL OPINIONS   73
  EXPERTS   73
  ADDITIONAL INFORMATION   74
  GLOSSARY OF TERMS   74
  INDEX TO FINANCIAL STATEMENTS   F-1
APPENDIX A—FORM OF LIMITED PARTNERSHIP AGREEMENT    
APPENDIX B—SUBSCRIPTION AGREEMENT    
APPENDIX C—INSTRUCTIONS TO SUBSCRIBERS    
APPENDIX D—TAX OPINION OF BAKER & MCKENZIE    

iii


 

   
PROSPECTUS SUMMARY

        This summary highlights some information contained in this prospectus supplement. It is not complete and may not contain all of the information that is important to you. You should read the entire prospectus supplement and accompanying prospectus carefully, including the risk factors, the financial statements and the notes to the financial statements. You will find definitions of many terms, including those relating to the oil and gas business, in the "GLOSSARY OF TERMS" beginning on page 74 of the accompanying prospectus.

Terms of the Offering

The Partnership   Reef Global Energy IV, L.P. is a Nevada limited partnership to be formed to drill and own interests in oil and natural gas properties. We primarily intend to acquire interests in oil and natural gas properties in the United States and in U.S. waters in the Gulf of Mexico in which major or independent oil and gas companies also have interests. One of the ways we may identify prospects located in the Gulf of Mexico is through participation agreements entered into with Challenger Minerals, Inc. Challenger Minerals, Inc. is a subsidiary of GlobalSantaFe Corporation. We believe that these acquisitions from major or independent oil and gas companies may permit the partnership to obtain the benefit of seismic, geological and geophysical exploration and initial drilling efforts conducted by such companies. At times, however, we may drill and own interests in oil and natural gas properties without such strategic partners.

Managing General Partner

 

Reef Partners LLC

Securities Offered

 

A minimum of 50 units and a maximum of 500 units of limited partnership interest and additional general partnership interest. We will offer a maximum of 375 units of limited partner interests and a maximum of 125 units of additional general partner interests in the partnership. You may elect to purchase units as a limited partner or as an additional general partner. As long as a total of at least 50 units are sold in the partnership, there is no minimum number of additional general partner or limited partner interests that must be sold.

Offering Price

 

$20,000 per unit

Minimum Investment

 

$5,000 (1/4 unit)
     

S-1


 

Assessments

 

You are not required to make any capital contributions to the partnership other than payment of the offering price for the units you purchase. We may, however, call for additional partner assessments of up to $20,000 per unit for the purpose of conducting subsequent operations on prospects the partnership began to evaluate during the partnership's initial operations, or on leases related to these prospects that we deem merit additional operations to fully develop the prospects. Although you are not required to pay any assessments, your percentage interest in the partnership will be reduced if other partners pay an assessment and you do not.

Offering Period

 

From September 21, 2004 through December 31, 2004. However, we may terminate the offering at any time because the minimum number of units (50) has been subscribed for in the partnership. As of October 31, 2004, we had sold over 138.2 units in the partnership (approximately $2,764,000).

Suitability Standards

 

Investment in the units is suitable for you only if you do not need liquidity in this investment and can afford to lose all or substantially all of your investment. Your subscription for units will be accepted only if you represent that you meet the suitability standards described in the accompanying prospectus under "
TERMS OF THE OFFERING—Investor Suitability."

Plan of Distribution

 

Reef Securities, Inc. is the dealer manager for this offering. It will receive a sales commission, payable in cash by us out of our 15% management fee, equal to 9% of the investor partners' subscriptions. The dealer manager was required to sell the minimum number of units in the partnership (50) in order for the partnership to be formed. The dealer manager is required to use only its best efforts to sell the units offered in the partnership.

Conversion of Units

 

Additional general partners in the partnership may convert their general partnership interests into limited partnership interests at any time after the first anniversary of the partnership's formation. All additional general partnership interests in the partnership will be converted into limited partnership interests as soon as practicable after the end of the year in which drilling by the partnership has been completed.

Principal Office

 

The principal office of the partnership and Reef Partners LLC is located at 1901 N. Central Expressway, Suite 300, Richardson, Texas 75080, and its telephone numbers are (972) 437-6792 and (877) 915-7333.

Risk Factors

        The units are a speculative investment and involve a high degree of risk. You should consider the risk factors described on pages S-4 to S-11 of this prospectus supplement, together with the other information in this prospectus, in evaluating an investment in the units.

S-2


 

Our Compensation

        The following table summarizes the compensation to be received by us from the partnership.

Recipient

  Form of Compensation

  Amount

Managing General Partner   Partnership interest   10% interest

Managing General Partner

 

Management fee

 

15% of subscriptions, less organization and offering costs to be paid by us (non-recurring fee)

Managing General Partner

 

Direct and administrative costs

 

Reimbursement at cost

Affiliate of the Managing General Partner

 

Operator's Per-Well Charges

 

Competitive prices

Managing General Partner and its Affiliates

 

Payment for equipment, supplies, marketing, and other services

 

Cost or competitive prices

        Our "partnership interest," as described in the table above, refers only to our interest as managing general partner and does not include the interest we will have as a result of our purchase of any units, nor the 1% interest we will have as the result of our payment of 1% of all lease costs, intangible drilling and development costs, and well completion costs. Direct costs cannot be quantified until the partnership is conducting business.

Participation in Distributions, Profits, Losses, Costs and Revenues

        Cash distributions, if any, from the partnership will be distributed 89% to the holders of units and 11% to us.

        Partnership profits will be generally allocated 89% to the holders of units and 11% to us, not including any partnership units we purchase. We will buy at least 5% of the units issued by the partnership at the offering price of $20,000 per unit, net of the management fee.

        Deductions for organization and offering expenses and the management fee will be allocated 100% to the holders of units, except for those units purchased by the managing partner. Lease costs, intangible drilling and development costs and completion costs will be allocated 1% to us and 99% to the holders of units. Partnership direct costs, administrative costs and operating costs will be allocated 11% to us and 89% to the holders of units. We will also pay the percentage of partnership costs allocable to the partnership units we buy.

Use of Proceeds

        Eighty-five percent of the proceeds from the aggregate contributions to the capital of the partnership will be applied to acquisition, drilling and completion costs. The remaining 15% of the proceeds from the aggregate contributions to partnership capital will pay for organization and offering costs associated with the formation and sale of the partnerships and, if applicable, our management fee. We will receive a fee equal to 15% of subscriptions received to pay for these offering costs, including sales commissions. If the organization and offering costs, including commissions paid by us, are less than 15% of the subscription proceeds, we will keep the difference as a one-time management fee. If these costs exceed 15% of the subscription proceeds, we will pay the difference. The amount of our management fee that is not used to pay organization and offering costs, if any, therefore cannot be determined until all of the partnerships have been formed.

S-3


 

Tax Considerations; Opinion of Counsel

        We have received an opinion from our counsel, Baker & McKenzie LLP, concerning certain federal income tax considerations applicable to an investment in the partnership. The full text of the opinion is attached as Appendix D to the accompanying prospectus. We encourage you to read the opinion in its entirety and to read the discussion of "TAX CONSIDERATIONS" in the accompanying prospectus for a full understanding of the opinion, including the assumptions made and matters considered by Baker & McKenzie LLP in providing its opinion.

   


RISK FACTORS

        Investment in the partnership involves a high degree of risk and is suitable only for investors of substantial financial means who have no need for liquidity in their investments. You should consider carefully the following factors, in addition to the other information in this prospectus supplement and the accompanying prospectus, prior to making your investment decision.

Special Risks of the Partnership

        We will manage and control the partnership's business. Third parties may manage and control the prospects. We will exclusively manage and control all aspects of the business of the partnership and will make all decisions concerning the business of the partnership. You will not be permitted to take part in the management or in the decision making of the partnership. Third parties may act as the operator of partnership prospects, and in many cases, the partnership may acquire a less than 50% working interest in various oil and natural gas properties. Accordingly, third parties may manage and control the drilling, completion and production operations on the properties.

        You may not be able to evaluate the partnership's prospects before making your investment decision. You may not have an opportunity before purchasing units to evaluate geophysical, geological, economic or other information regarding the prospects to be selected. Delays are likely in the investment of proceeds from your subscription because the offering period for the partnership can extend over a number of months, and no prospects will be acquired until after the formation of the partnership.

        Additional general partners have unlimited liability for partnership obligations. Under Nevada law, the state in which the partnership will be formed, general partners of a partnership have unlimited liability for obligations and liabilities of that partnership. If you purchase units as an additional general partner you will be liable for all obligations and liabilities arising from partnership operations if these liabilities exceed both the assets and insurance of the partnership, and our assets and insurance. Even if you convert your general partner interest into a limited partner interest, you will continue to be liable as a general partner for matters that occurred while you owned a general partner interest. Your liability as an additional general partner may exceed the amount of your subscription.

        Cash distributions are not guaranteed. Cash distributions are not guaranteed and will depend on the partnership's future operating performance. See "PARTICIPATION IN DISTRIBUTIONS, PROFITS, LOSSES, COSTS AND REVENUES—Cash Distribution Policy" in the accompanying prospectus. We will review the accounts of the partnership at least quarterly to determine the cash available for distribution. Distributions will depend primarily on the partnership's cash flow from operations, which will be affected, among other things, by the price of oil and natural gas and the level of production of the partnership's prospects. See "—Risks of Oil and Natural Gas Investments."

        Your ability to resell your units is limited due to the lack of a public market and restrictions contained in the partnership agreement. You may not be able to sell your partnership interests. No public market for the units exists or is likely to develop. Your ability to resell your units also is restricted by the partnership agreement. The partnership itself may continue in existence for thirty years from its

S-4


 

formation, unless earlier terminated. See "TRANSFERABILITY OF UNITS" in the accompanying prospectus.

        We and our affiliates may have conflicts of interest with you and the partnership. The continued active participation by us and our affiliates in oil and gas activities individually, and on behalf of other partnerships organized or to be organized by us, and the manner in which partnership revenues are allocated, create conflicts of interest with the partnership. We and our affiliates have interests that inherently conflict with those of the unaffiliated partners, including the following:

        There can be no assurance that any transaction with us will be on terms as favorable as could have been negotiated with unaffiliated third parties.

        We and our affiliates have sponsored ventures in the past that have produced dry holes and abandoned wells. Reef Partners LLC and our affiliate, Reef Exploration, Inc., have sponsored 43 ventures from 1996 to the present. These ventures have drilled 50 wells. Of these 50 wells, 28 were exploratory wells and 22 were developmental wells. Of these wells, 37 were completed and 13 were dry holes. Of the 37 wells completed as producers, 34 were commercially producing, 10 of which were subsequently plugged and abandoned. Using this data, approximately 26% of the wells drilled by these ventures were dry holes and 20% of the wells were subsequently abandoned.

        Compensation payable to us will effect distributions. We will receive compensation from each partnership throughout the life of the partnership. Our affiliates may enter into transactions with the partnership for services, supplies, and equipment and will be entitled to compensation at competitive prices and terms as determined by reference to charges of unaffiliated companies providing similar services, supplies, and equipment. Compensation payments to us and our affiliates will be due regardless of the partnership's profitability and will reduce the amount of cash available to the partnership for distribution to its partners. See "COMPENSATION TO THE MANAGING GENERAL PARTNER" in the accompanying prospectus.

        Your subscription for units is irrevocable. Your execution of the subscription agreement is a binding offer to buy units in the partnership. Once you subscribe for units, you will not be able to revoke your subscription.

        The partnership's ability to diversify risks depends upon the number of units issued and the availability of suitable prospects. We intend to spread the risk of oil and natural gas drilling and ownership of interests in oil and natural gas properties by purchasing smaller percentage working interests in multiple prospects, primarily participating as a minority working interest owner with major and independent oil and gas companies as partners. If the partnership is subscribed at the minimum level, it will be able to participate in fewer prospects, thereby increasing the risk to the partners. As the partnership size increases, the diversification of the partnership will increase because the partnership can obtain interests in and drill on a greater number of prospects. However, if we are unable to secure sufficient attractive prospects for a larger partnership, it is possible that the average quality of the

S-5


 

partnership prospects could decline. In addition, greater demands will be placed on our management capabilities in the event of a larger partnership.

        The partnership may become liable for joint activities of other working interest owners. The partnership will usually acquire less than the full working interest in prospects and, as a result, will engage in joint activities with other working interest owners. Additionally, it is expected that the partnership will purchase less than a 50% working interest in most prospects, with the result that someone other than us or the partnership may control such prospects. The partnership could be held liable for the joint activity obligations of the other working interest owners, such as nonpayment of costs and liabilities arising from the actions of the working interest owners. Full development of the prospects may be jeopardized in the event other working interest owners cannot pay their shares of drilling and completion costs.

        The partnership has limited external sources of funds, which could result in a shortage of working capital. The partnership intends to utilize substantially all available capital from this offering for the acquisition of drilling prospects and the drilling and completion of wells on those prospects. The partnership will have only nominal funds available for partnership purposes until there are revenues from partnership operations. The partnership agreement permits the partnership to borrow money only after drilling has been completed and all additional general partnership interests have been converted into limited partnership interests. Any future requirement for additional funding will have to come, if at all, from the partnership's revenues, from assessments against the partners, or from borrowings. We cannot assure you that partnership operations will be sufficient to provide the partnership with necessary additional funding. The partnership cannot require you to pay any assessments. We are prohibited under the partnership agreement from loaning money to the partnerships, and we cannot assure you that the partnership will be able to borrow funds from third parties on commercially reasonable terms or at all.

        Other partnerships we sponsor will compete with this partnership for prospects, equipment, contractors, and personnel. We plan to offer interests in other partnerships to be formed for substantially the same purposes as those of this partnership. Therefore, multiple partnerships with unexpended capital funds, including partnerships formed before and after this partnership, may exist at the same time. Due to competition among the partnerships for suitable prospects and availability of equipment, contractors, and our personnel, the fact that partnerships previously organized by us and our affiliates may still be purchasing prospects when the partnership is attempting to purchase prospects may make the completion of prospect acquisition activities by the partnership more difficult.

        Our past experience is not indicative of the results of this partnership. We have limited experience in offerings of this nature. Information concerning the prior drilling experience of previous partnerships sponsored by us and our affiliates, presented under the caption "PRIOR ACTIVITIES," does not indicate the results to be expected by this partnership. This is the first public oil and gas program we are sponsoring. It is also the first time we are sponsoring an energy exploration program to be offered before we have selected prospects for acquisition by the program.

        Because investors bear the partnership's acquisition, drilling and development costs, they bear most of the risk of non-productive operations. Under the cost and revenue sharing provisions of the partnership agreement, we will share costs with you differently than the way we will share revenues with you. Because investor partners will bear a substantial amount of the costs of acquiring, drilling and developing the partnership's prospects, investor partners will bear a substantial amount of the costs and risks of drilling dry holes and marginally productive wells.

        The partnership agreement prohibits your participation in the partnership's business decisions. You may not participate in the management of the partnership business. The partnership agreement forbids you from acting in a manner harmful to the business of the partnership. If you violate the terms of the

S-6


 

partnership agreement, you may have to pay the partnership or other partners for all damages resulting from your breach of the partnership agreement.

        The partnership agreement limits our liability to you and the partnership and requires the partnership to indemnify us against certain losses. We will have no liability to the partnership or to any partner for any loss suffered by the partnership, and will be indemnified by the partnership against loss sustained by us in connection with the partnership if:

        Because we will act as general partner of several partnerships, other commitments may adversely affect our financial condition. As a result of our commitments as general partner of several partnerships and because of the unlimited liability of a general partner to third parties, our net worth is at risk of reduction. Because we are primarily responsible for the conduct of each partnership's affairs, a significant adverse financial reversal for us could have an adverse effect on the partnership and the value of its units.

        You may be asked for additional funds. The managing general partner may call for voluntary assessments on the partners up to a total of $20,000 per unit for the purpose of conducting subsequent operations on properties the partnership began evaluating during the partnership's initial operations. Although you are not required to pay any assessment, your percentage interest in the partnership will be reduced if other partners pay and you do not. See "ASSESSMENTS AND FINANCING" in the accompanying prospectus.

        Our dealer manager has been the subject of disciplinary proceedings. If the dealer manager were to become involved in future disciplinary proceedings, a partnership's ability to diversify risks could decrease. The dealer manager has twice settled disputes with state securities administrators that have taken the position that certain joint venture interests sold by it, which the dealer manager maintained were not securities as defined by federal and state law, were in fact securities requiring registration under such states' laws. In each of these cases, the dealer manager neither admitted nor denied the factual findings of the relevant state securities administrator, but consented to the entry of an administrative order. While the dealer manager believes that federal and state law supports the proposition that in general, joint venture interests (being an interest in a general partnership) are not securities, litigating the issue is time consuming and expensive and did not seem prudent in these two instances.

        In September 1996, the dealer manager entered into a consent order in the State of Illinois pursuant to which it paid a fine of $10,000 and withdrew its registration as a securities dealer in the State of Illinois (which was reinstated in January 1999). In December 1995, the dealer manager entered into a consent order in the State of Texas pursuant to which it paid a fine of $15,000 and agreed to 180 days probation. During the probation, the dealer manager agreed to restrict its offers to sell securities to those made by registered agents in Texas, to prohibit unregistered individuals from making calls to prospective investors on its behalf, and to maintain and make certain records and books available to the State for examination upon request.

        The dealer manager also was censured in 1995 by the National Association of Securities Dealers ("NASD") and fined $2,500 for failure to maintain its minimum required net capital and monthly balances. In 2000, the NASD fined the dealer manager $5,000 for failure to implement the firm element requirement of the NASD's continuing education program for the firm's covered registered representatives.

        On November 5, 2004, the NASD notified Reef Securities, Inc. that it intended to commence a disciplinary proceeding regarding an NASD September 2003 inspection finding that Reef

S-7


 

Securities, Inc. did not have a written policy and procedure regarding the NASD's Anti-Money Laundering Policy rule, nor did Reef Securities, Inc. have an updated written policy and procedure regarding certain aspects of its continuing education program. The NASD's notification essentially advised Reef Securities, Inc. that it was required to maintain these policies, notwithstanding the explanations provided by Reef Securities, Inc. that: (i) it did not and does not maintain customer funds or securities on deposit and thus, did not believe it was subject to a requirement for a written policy regarding the handling of customer funds, and (ii) it held daily compliance and staff meetings and maintained a written policy from 1999 that it felt was applicable to the subsequent years. Reef Securities, Inc. has negotiated with the NASD and offered to settle both matters, without admitting or denying any of the allegations of the NASD, by the payment of a fine in the amount of $17,500 and a censure for both the firm and Mr. Paul Mauceli, the firm's principal. Reef Securities, Inc. believes that the settlement will be accepted. Both of these matters relate to policies and procedures of Reef Securities, Inc. and not interests in any program sponsored by Reef Partners LLC, the partnership nor sales practices of Reef Securities, Inc.

        If the dealer manager were to become involved in future disciplinary proceedings, its ability to sell the units could be limited. This could result in the partnership being formed with less offering proceeds than if the dealer manager's sales activities were not limited by such proceedings. If the partnership is subscribed at the minimum level, it will be able to participate in fewer prospects, which would increase the risk to the partners. As partnership size increases, the diversification of the partnership will increase because the partnership can obtain interests in and drill on a greater number of prospects.

Risks of Oil and Natural Gas Investments

        Oil and natural gas investments are highly risky. The selection of prospects for oil and natural gas drilling, the drilling, ownership and operation of oil and natural gas wells, and the ownership of non-operating interests in oil and natural gas properties are highly speculative. There is a possibility you will lose all or substantially all of your investment in the partnership. We cannot predict whether any prospect will produce oil or natural gas or commercial quantities of oil or natural gas. Drilling activities may be unprofitable, not only from non-productive wells, but from wells that do not produce oil or natural gas in sufficient quantities or quality to return a profit. Delays and added expenses may also be caused by poor weather conditions affecting, among other things, the ability to lay pipelines. In addition, ground water, various clays, lack of porosity and permeability may hinder, restrict or even make production impractical or impossible.

        Drilling exploratory wells is riskier than drilling developmental wells. Most of the wells drilled by us and our affiliates since 1996 have been exploratory wells. Although no more than 20% of the partnership's proceeds from this offering that are expended on drilling activities will be used for exploratory drilling, the partnership may drill one or more exploratory wells. Drilling exploratory wells involves greater risks of dry holes and loss of the partners' investment than the drilling of developmental wells. Drilling developmental wells generally involves less risk of dry holes, although sometimes developmental acreage is more expensive and subject to greater royalties and other burdens on production. This investment is suitable for you only if you are financially able to withstand a loss of all or substantially all of your investment.

        The partnership may be required to pay delay rentals to hold drilling prospects, which may deplete partnership capital. Oil and gas leases generally must be drilled upon by a certain date or additional funds known as delay rentals must be paid to keep the lease in effect. Delay rentals typically must be paid after the first year of entering into a lease if no production or drilling activity has commenced. If delay rentals become due on any property the partnership acquires, the partnership will have to pay its share of such delay rentals or lose its lease on the property. These delay rentals could equal or exceed the cost of the property. Further, payment of these delay rentals could seriously deplete the partnership's capital available to fund drilling activities when they do commence.

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        Prices of oil and natural gas are unstable. Global economic conditions, political conditions, and energy conservation have created unstable prices for oil and natural gas. Oil and natural gas prices may fluctuate significantly in response to minor changes in supply, demand, market uncertainty, political conditions in oil-producing countries, activities of oil-producing countries to limit production, global economic conditions, weather conditions and other factors that are beyond our control. The prices for domestic oil and natural gas production have varied substantially over time and may in the future decline, which would adversely affect the partnership and the investor partners. Prices for oil and natural gas have been and are likely to remain extremely unstable.

        Competition, market conditions and government regulation may adversely affect the partnership. A large number of companies and individuals engage in drilling for oil and natural gas. As a result, there is intense competition for the most desirable prospects. The sale of any oil or natural gas found and produced by the partnership will be affected by fluctuating market conditions and regulations, including environmental standards, set by state and federal agencies. Governmental regulations may fix rates of production from partnership wells, and the prices for oil and natural gas produced from the wells may be limited. From time-to-time, a surplus of oil and natural gas occurs in areas of the United States. The effect of a surplus may be to reduce the price the partnership may receive for its oil or gas production, or to reduce the amount of oil or natural gas that the partnership may produce and sell.

        Environmental hazards and liabilities may adversely affect the partnership and result in liability for the additional general partners. There are numerous natural hazards involved in the drilling of oil and natural gas wells, including unexpected or unusual formations, pressures, blowouts involving possible damages to property and third parties, surface damages, bodily injuries, damage to and loss of equipment, reservoir damage and loss of reserves. Uninsured liabilities would reduce the funds available to the partnership, may result in the loss of partnership properties and may create liability for you if you are an additional general partner. Although the partnership will maintain insurance coverage in amounts we deem appropriate, it is possible that insurance coverage may be insufficient. In that event, partnership assets would be utilized to pay personal injury and property damage claims and the costs of controlling blowouts or replacing destroyed equipment rather than for additional drilling activities.

        The partnership may incur liability for liens against its subcontractors. Although we will try to determine the financial condition of nonaffiliated subcontractors, if subcontractors fail to timely pay for materials and services, the properties of the partnership could be subject to materialmen's and workmen's liens. In that event, the partnership could incur excess costs in discharging such liens.

        Shut-in wells and delays in production may adversely affect partnership operations. Production from wells drilled in areas remote from marketing facilities may be delayed until sufficient reserves are established to justify construction of necessary pipelines and production facilities. In addition, production from wells may be reduced or delayed due to seasonal marketing demands. Wells drilled for the partnership may have access to only one potential market. Local conditions, including closing businesses, conservation, shifting population, pipeline maximum operating pressure constraints, and development of local oversupply or deliverability problems could halt sales from partnership wells.

        The production and producing life of partnership wells is uncertain. Production will decline. It is not possible to predict the life and production of any well. The actual lives could differ from those anticipated. Sufficient oil or natural gas may not be produced for you to receive a profit or even to recover your initial investment. In addition, production from the partnership's oil and natural gas wells, if any, will decline over time, and does not indicate any consistent level of future production. This production decline may be rapid and irregular when compared to a well's initial production.

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Tax Risks

        Tax treatment may change. The tax treatment currently available with respect to oil and natural gas exploration and production may be modified or eliminated on a retroactive or prospective basis by future legislative, judicial, or administrative actions.

        Tax treatment depends upon partnership classification. Tax counsel has rendered its opinion to us that the partnership will be classified for federal income tax purposes as a partnership and not as an association taxable as a corporation or as a "publicly traded partnership." This opinion is not binding on the IRS or the courts. The IRS could assert that the partnership should be classified as a "publicly traded partnership." This would mean that any income, gain, loss, deduction, or credit of the partnership would remain at the entity level and not flow through to the partners, that the income of the partnership would be subject to corporate tax rates at the entity level, and that distributions to the investor partners might be considered dividend distributions subject to federal income tax at the partners' level.

        Tax liabilities may exceed cash distributions. You may be required to pay federal income tax based upon your distributive share of partnership taxable income for any year in an amount exceeding the cash distributed to you by the partnership. You must include in your own return for a taxable year your share of the items of the partnership's income, gain, profit, loss, and deductions for the year, whether or not cash proceeds are actually distributed to you.

        Tax treatment will differ for additional general partners and limited partners. An investment as an additional general partner in the partnership may not be advisable for you if your taxable income from all sources is not recurring or is not normally subject to the higher marginal federal income tax rates. An investment as a limited partner may not be advisable for you if you do not anticipate having substantial current taxable income from passive trade or business activities. You will not be able to utilize any passive losses generated by the partnership unless you receive passive income.

        If you invest as an additional general partner, you will have the right to convert your general partner interests into limited partner interests, subject to certain limitations. All units of general partner interest held by investors will be converted into units of limited partner interest as soon as practicable after the end of the year in which drilling by the partnership has been completed. After the conversion, gain will be recognized to the extent that any liabilities of which an additional general partner is considered relieved due to the conversion exceed his adjusted basis in his partnership interest.

        Partnership income, losses, gains, and deductions allocable to a limited partner will be subject to the passive activity rules and those allocable to an additional general partner will generally not be subject to the passive activity rules. Upon conversion of an additional general partner's interest to that of a limited partner, subsequently allocable income and gains will be treated as non-passive, while losses and deductions will be limited under the passive loss rules.

        Audits of the partnership's tax returns could result in increased taxes due by the partners or audits of partners' individual tax returns. The fact that the partnership will not be registered with the IRS as a "tax shelter" does not reduce the possibility that the IRS will audit the partnership's returns. If an audit occurs, tax adjustments might be made that would increase the amount of taxes due or increase the risk of audit of partners' individual tax returns. Costs and expenses may be incurred by the partnership in contesting any audit adjustments. The cost of responding to audits of partners' tax returns will be borne solely by the partners whose returns are audited.

        A material portion of your subscription proceeds is not currently deductible. A material portion of the subscription proceeds of the partnership will be expended for cost and expense items that will not be currently deductible for income tax purposes.

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        The IRS could challenge the partnership's deductions for prepayment of drilling costs. Some drilling cost expenditures may be made as prepayments during a year for drilling and completion operations that in large part may be performed during the following year. All or a portion of these prepayments may be currently deductible by the partnership if:

        The partnership could fail to satisfy the requirements for deduction of prepaid intangible drilling and development costs. The IRS may challenge the deductibility of these prepayments. If a challenge were successful, the challenged prepaid expenses would be deductible in the tax year in which the services under the drilling contracts are actually performed, rather than the tax year in which the payment was made.

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FORWARD-LOOKING STATEMENTS

        This prospectus supplement contains forward-looking statements that involve risks and uncertainties. You should exercise extreme caution with respect to all forward-looking statements made in this prospectus supplement. Specifically, the following statements are forward-looking:

        We believe that it is important to communicate our future expectations to our investors. Forward-looking statements reflect the current view of management with respect to future events and are subject to numerous risks, uncertainties and assumptions, including, without limitation, the factors listed above in the section captioned "RISK FACTORS." Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Should any one or more of these or other risks or uncertainties materialize or should any underlying assumptions prove incorrect, actual results are likely to vary materially from those described herein. There can be no assurance that the projected results will occur, that these judgments or assumptions will prove correct or that unforeseen developments will not occur.

        We do not intend to update our forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements.

   
TERMS OF THE OFFERING

General

        Reef Partners LLC, a Nevada limited liability company ("Reef Partners"), is sponsoring Reef Global Energy IV, L.P., which we refer to in this prospectus supplement as the "partnership." The partnership is the fourth to be offered in a series of Nevada limited partnerships comprising a program called Reef Global Energy Ventures. We are offering 375 units of limited partner interests and 125 units of additional general partner interests in the partnership. Units are being offered at an offering price of $20,000 per unit to prospective investors who meet the suitability standards described in the accompanying prospectus. The minimum required subscription per investor is one-quarter unit ($5,000). If an investor purchases units on more than one occasion during the offering period of the partnership, the minimum required subscription on each occasion is one-quarter unit ($5,000).

        The managing general partner will buy at least 5% of the partnership units. These units may be either additional general partner interests or limited partner interests. The managing general partner and its affiliates may, in their sole and absolute discretion, subscribe for additional units. No more than 500 units ($10,000,000) will be sold in the partnership.

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        The price to be paid by the managing general partner for its minimum subscription, and the price to be paid by the managing general partner and its affiliates for additional units that any of them may subscribe for, if any, is the same price per unit to be paid by investors, net, however, of the management fee. The managing general partner and/or its affiliates will be entitled to the same ratable interest per unit they purchase in the partnership as other unit holders. All units purchased by the managing general partner and/or its affiliates will be made for investment purposes only and not with a view toward redistribution or resale.

Offering Period

        The offering period for the partnership began on September 21, 2004. As of October 31, 2004, we had sold approximately 138.2 units ($2,764,000) in the partnership, excluding the units we will purchase. The offering period may be terminated at any time because the minimum number of units (50) has been subscribed for in the partnership. Unless Reef Partners elects to terminate the partnership's offering period before the maximum number of units (500) in the partnership has been subscribed for, the offering period for the partnership will terminate on December 31, 2004.

Election to Purchase As Limited Partner or Additional General Partner

        A subscriber may elect to purchase units as a limited partner or as an additional general partner, by purchasing units of limited partner interest or units of general partner interest. A maximum of 375 units of limited partner interests and a maximum of 125 units of general partner interests may be issued by the partnership. As long as a total of at least 50 units are sold in the partnership, there is no minimum number of additional general partner or limited partner interests that must be sold.

Subscriptions for Units; Escrow Account

        Subscriptions for units are payable in cash upon subscription. Checks for units should be made payable to "J.P. Morgan Trust Company, N.A., Escrow Agent for Reef Global Energy IV, L.P." and should be given to the subscriber's broker for submission to the dealer manager and escrow agent.

        The execution of the subscription agreement by a subscriber, or by his authorized representative in the case of fiduciary accounts, constitutes a binding offer to buy unit(s) in the partnership and an agreement to hold the offer open until the subscription is accepted or rejected by the managing general partner. Once an investor subscribes for units, he will not have any revocation rights, unless otherwise provided by state law. The managing general partner may not complete a sale of units to any investor until at least five business days after the date the investor has received a final prospectus. In addition, the managing general partner will send to each investor a confirmation of his purchase.

        The managing general partner may refuse to accept any subscription without liability to the subscriber. The managing general partner may reject a subscription if, for example, the prospective investor does not satisfy the suitability standards described in the accompanying prospectus or if the subscription is received after the offering period has terminated. The execution of the subscription agreement and its acceptance by the managing general partner also constitute the execution of the partnership agreement and an agreement to be bound by its terms as a partner, including the granting of a special power of attorney to the managing general partner appointing it as the partner's lawful representative to make, execute, sign, swear to, and file a Certificate of Limited Partnership, governmental reports, certifications, contracts, and other matters.

        Subscription proceeds of the partnership were held in a separate interest-bearing escrow account with J.P. Morgan Trust Company, N.A., as escrow agent until at least 50 units in the partnership were subscribed for, including units subscribed for by the managing general partner and its affiliates. Because at least 50 units have been subscribed for during the partnership's offering period, including units subscribed for by the managing general partner and its affiliates, the managing general partner may

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direct the escrow agent to disburse the funds in the escrow account, in whole or in part, at any time during the remainder of the partnership's offering period, and to pay to the managing general partner all funds in the escrow account upon termination of the partnership's offering period.

        Subscriptions will not be commingled with the funds of the managing general partner or its affiliates, nor will subscriptions be subject to the claims of their creditors. Subscription proceeds will be invested during the offering period only in short-term institutional investments comprised of or secured by securities of the U.S. government. Interest accrued on subscription funds prior to closing of the offering and funding of the partnership will be allocated pro rata to the respective subscriber.

Formation of the Partnership

        The partnership will be formed pursuant to the Nevada Uniform Limited Partnership Act (the "Act") in November 2004. The partnership is and will be a separate and distinct business and economic entity from every other Reef Global Energy Ventures partnership. Thus, the investor partners in one partnership will be partners only of that partnership in which they specifically subscribe and will not have any interest in any of the other partnerships. Therefore, they should consider and rely solely upon the operations and success of their own partnership in assessing the quality of their investment. The performance of this partnership will not be attributable to the performance of other partnerships. Investor partners will not have any interest in the managing general partner or any of its affiliates other than the interest held in the partnership in which they specifically subscribe.

        Upon funding of the partnership, the managing general partner will deposit the subscription funds in interest-bearing accounts or invest such funds in the partnership's name in short-term highly-liquid securities where there is appropriate safety of principal, until the funds are required for partnership purposes. Interest earned on amounts so deposited or invested will be credited to the accounts of the partnership.

        The managing general partner anticipates that within 12 months following the formation of the partnership all subscriptions will have been expended or committed for partnership operations. Unless the managing general partner determines that it is prudent for the partnership to set aside funds for working capital, contingencies, or any other matter, any unexpended and/or uncommitted subscriptions at the end of such 12-month period will be returned pro rata to the investor partners and the managing general partner will reimburse such partners for organization and offering costs and the management fee allocable to the return of capital.

        The managing general partner will file a Certificate of Limited Partnership and any other documents required to form the partnership with the State of Nevada. The managing general partner also will take all other actions necessary to qualify the partnership to do business as a limited partnership or cause the limited partnership status of the partnership to be recognized in any other jurisdiction where the partnership conducts business.

Types of Units

        Investor May Choose to Be a Limited Partner and/or an Additional General Partner.    An investor partner may purchase units as a limited partner and/or as an additional general partner. Although income, gains, losses, deductions, and cash distributions allocable to the investor partners are generally shared pro rata based upon the amount of their subscriptions, there are material differences in the federal income tax effects and the liability associated with these different types of units. Any income, gain, loss, or deduction attributable to partnership activities will generally be allocable to the partners who bear the economic risk of loss with respect to the activities. Additional general partners generally will be permitted to offset partnership losses and deductions against income from any source. Limited partners generally will be allowed to offset partnership losses and deductions only against passive income.

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        An investor must indicate the number of limited partner units or additional general partner units subscribed for and fill in the appropriate line on the investor signature page of the subscription agreement. If a subscriber fails to indicate on the subscription agreement a choice between investing as a limited partner or as an additional general partner, the managing general partner will not accept the subscription and will promptly return the subscription agreement and the tendered subscription funds to the subscriber.

        Limited Partners.    The liability of a limited partner of the partnership for the partnership's debts and obligations will be limited to that partner's capital contributions, his share of partnership assets, and the return of any part of his capital contribution. Under Nevada law, a limited partner is liable for all or part of a returned capital contribution as follows:

        General Partners.    The general partners of the partnership will consist of the managing general partner and each investor purchasing units of general partner interest. Each additional general partner will be fully liable for the debts, obligations and liabilities of the partnership individually and as a group with all other general partners as provided by the Act to the extent liabilities are not satisfied from the proceeds of insurance, from the indemnification by the managing general partner, or from the sale of partnership assets. See "RISK FACTORS." While the activities of the partnership will be covered by substantial insurance policies and indemnification by the managing general partner (see "PROPOSED ACTIVITIES—Insurance" and "SUMMARY OF PARTNERSHIP AGREEMENT—Indemnification" in the accompanying prospectus), the additional general partners may incur personal liability as a result of the activities of the partnership that are not covered by insurance, partnership assets, or indemnification.

        Conversion of Units by the Managing General Partner and by Additional General Partners.    The managing general partner will convert all units of general partner interest of the partnership into units of limited partner interest as soon as practicable after the end of the year in which drilling by the partnership has been completed. In addition, upon written notice to the managing general partner, and except as provided below and in the partnership agreement, additional general partners of the partnership have the right to convert their interests into limited partner interests:

        Upon conversion, an additional general partner of the partnership will become a limited partner of the partnership. Conversion will not be permitted if it will cause a termination of the partnership for federal income tax purposes.

        Conversion of an additional general partner to a limited partner in the partnership will not be effective until the managing general partner files an amendment to the partnership's Certificate of Limited Partnership. The managing general partner is obligated to file an amendment to its Certificate at any time during the full calendar month after receiving the required notice of the additional general partner requesting conversion, as long as the conversion will not result in a termination of the

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partnership for tax purposes. A conversion made in response to a material change in the partnership's insurance coverage will be made effective prior to the effective date of the change in insurance coverage. After the conversion of his general partner interest to that of a limited partner, each converting additional general partner will continue to have unlimited liability for partnership liabilities arising prior to the effective date of such conversion, and will have limited liability to the same extent as limited partners for liabilities arising after conversion to limited partner status is effected.

        Except with respect to units it buys in the partnership for cash, the managing general partner is not entitled to convert its interests into limited partnership interests. Limited partners do not have any right to convert their units into units of additional general partnership interest.

   
SOURCE OF FUNDS AND USE OF PROCEEDS

Source of Funds

        Upon completion of the offering of units in the partnership, and before borrowing becomes permissible, the sole funds available to the partnership will be the capital contributions of the partners. As of October 31, 2004, approximately $2,764,000 of units had been sold. The maximum capital contributions will be $10,000,000 if the maximum subscription of 500 units is sold. This aggregate capital contribution includes the purchase of units by the managing general partner and its affiliates. The managing general partner will purchase at least 5% of the units in the partnership at the offering price of $20,000 per unit, net of the management fee. There is no limit on the number of units the managing general partner and its affiliates may elect to purchase in the partnership.

Use of Proceeds

        In order to fund the partnership, a minimum of 50 units ($1,000,000) were required to be sold. The following table presents information regarding the financing of the partnership based upon the sale of 50 units ($1,000,000) and the sale of 500 units ($10,000,000), the minimum and maximum number of units, respectively, that can be sold for the partnership. We will receive a fee equal to 15% of the total amount of subscriptions received to pay for costs associated with the organization of the partnerships and the offering, including sales commissions. If the organization and offering costs, including commissions paid by us, are less than 15% of the subscription proceeds, we will keep the difference as a one-time management fee. If these costs exceed 15% of the subscription proceeds, we will pay the difference. The amount of our management fee that is not used to pay organization and offering costs, if any, therefore cannot be determined until all of the partnerships have been formed.

 
  Minimum
Subscription
(50 Units)

  Percent
  Maximum
Subscription
(500 Units)

  Percent
 
Total partnership capital   $ 1,000,000   100.00 % $ 10,000,000   100.00 %
Less: Organization and offering costs, including commissions, and management fee to managing general partner     150,000   15.00 %   1,500,000   15.00  
   
 
 
 
 
Amount available for investment   $ 850,000   85.00 % $ 8,500,000   85.00 %
   
 
 
 
 

Subsequent Source of Funds

        As indicated above, it is anticipated that substantially all of the partnership's initial capital will be committed or expended following the offering of units in the partnership. The partnership agreement does not permit the partnership to borrow any funds for its activities until drilling has been completed and all additional general partner interests have been converted into limited partner interests. Consequently, any future requirements for additional capital may have to be satisfied from partnership

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production or from assessments voluntarily contributed by the partners to fund subsequent operations. See "ASSESSMENTS AND FINANCING" in the accompanying prospectus and "RISK FACTORS—Special Risks of the Partnership" in this prospectus supplement. The partnership has limited external sources of funds, which could result in a shortage of working capital. Alternatively, the partnership could farm out or sell partnership properties.

   
PROPOSED ACTIVITIES

Introduction

        The partnership will be formed to drill, complete and own oil and natural gas properties. The managing general partner may conduct partnership operations in such locations as it may deem advisable. The managing general partner intends for the partnership primarily to acquire interests in oil and natural gas properties in the United States and U.S. waters in the Gulf of Mexico in which major or independent oil and gas companies also have interests. At times, the partnership may drill and own interests without such strategic partners. The managing general partner believes that these acquisitions from major or independent oil and gas companies may permit the partnership to obtain the benefit of seismic, geological and geophysical exploration and initial drilling efforts conducted by such major companies.

        Risks may be spread to a limited extent by participating in drilling operations on a number of different prospects. Until the amount of funds to be available for the partnership's drilling activities is determined, the precise number of prospects cannot be determined and the drilling budget cannot be formulated. A "prospect" is generally defined as a contiguous oil and gas leasehold estate, or lesser interest in a leasehold estate, upon which drilling operations may be conducted.

        Depending on its attributes, a prospect may be characterized by Reef Partners as an "exploratory", "developmental" or "exploitation" site. At least 80% of the proceeds from this offering that are spent on drilling activities will be used for developmental and exploitation drilling, and no more than 20% of such proceeds will be used for exploratory drilling. Generally speaking, exploratory drilling involves the conduct of either drilling operations in search of a new and yet undiscovered pool of oil and gas or, alternatively, drilling within a discovered pool with the hope of greatly extending the limits of the pool. In contrast, developmental drilling involves drilling to a known producing formation in a previously discovered field, and an exploitation well is a well drilled within or an extension of a proven oil or gas reservoir to the depth of a stratigraphic horizon known to be productive.

        It is anticipated that all prospects will be evaluated utilizing data provided to the managing general partner by Reef Exploration, Inc. ("Reef Exploration"), including well logs, production records from Reef Exploration's and others' wells, seismic, geological and geophysical information, and such other information as may be available and useful. Reef Exploration is an affiliate of the managing general partner. See "MANAGEMENT" in the accompanying prospectus. In addition, prospects will be evaluated by petroleum engineers, geophysicists, and other technical consultants retained by the managing general partner.

Gulf of Mexico Prospects

        One of the ways Reef Partners may identify prospects located in the U.S. Gulf of Mexico is through participation agreements entered into with Challenger Minerals, Inc. Challenger Minerals, Inc. ("CMI"), a subsidiary of GlobalSantaFe Corporation, is a screener of oil and gas prospects in these regions. GlobalSantaFe Corporation is a New York Stock Exchange listed company and one of the largest international drilling contractors providing offshore drilling services to the world's leading oil and gas companies. Its subsidiary, Applied Drilling Technology Inc. ("ADTI"), furnishes competitive turnkey drilling and completion services in the Gulf of Mexico and the North Sea.

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        Under the terms of an October 2001 Gulf of Mexico participation agreement between CMI and Reef Partners, which was subsequently amended effective December 1, 2003, during the period between January 31, 2002 and January 31, 2005, CMI is to identify, initially evaluate, and present to Reef Partners a minimum of 50 prospects per year in the Gulf of Mexico region, as to which working interests are available for participation by Reef Partners or its affiliates, including the Reef Global Energy Ventures partnerships. Pursuant to the original participation agreement, Reef Partners was to pay a participation fee of $1,125,000 ($375,000 per year) for the services provided by CMI under the agreement. Reef Partners was given a 12.5% participation interest in the CMI Gulf of Mexico Exploration JV program and the CMI Gulf of Mexico Field Development JV program. Under the terms of the December 1, 2003 amendment, the participation fee was reduced to $300,000 per year beginning January 31, 2004, and Reef Partners' participation interest in the CMI Gulf of Mexico Exploration JV program was reduced from up to 12.5% to up to 7.5% of the interest made available to CMI.

        Under these agreements, Reef Partners has no obligation to acquire any interest in any prospect or in any minimum number of prospects identified to it by CMI for its own account or for the account of any affiliate, including the Reef Global Energy Ventures partnerships. If Reef Partners believes that a prospect presented to it merits a detailed geo-technical review, CMI will coordinate with and assist Reef Partners' technical personnel to conduct the review. Reef Partners may thereafter elect to participate in a prospect, at times jointly with CMI and its affiliates and at times without the involvement of these entities. Reef Partners will have the right to purchase up to 12.5% of any interest in the CMI Gulf of Mexico Field Development JV program prospects offered to CMI and 7.5% of any interest in the CMI Gulf of Mexico Exploration JV program prospects offered to CMI. Reef Partners may achieve greater participation under these agreements if CMI or any of its joint venture partners elects not to participate. On many prospects in which CMI does participate it will likely bring with it the added benefit of the substantial experience ADTI has acquired in the drilling and completion of prospects in the region, as ADTI may be selected to drill and complete the wells.

        Reef Partners cannot predict how many prospects identified by CMI will be deemed suitable for its participation, nor can it predict how many of these will prove suitable for the partnership. Reef Partners believes that its arrangements with CMI will produce interests in quality prospects for acquisition. In addition, Reef Partners will save the costs of gathering exploration data and evaluation time attendant to these prospects and minimize the risk that wells on these prospects will never be drilled.

Insurance

        The managing general partner will carry blowout, pollution, public liability and workmen's compensation insurance, but such insurance may not be sufficient to cover all liabilities. Each unit held by the additional general partners represents an open ended security for unforeseen events such as blowouts, lost circulation, stuck drillpipe, etc. that may result in unanticipated additional liability materially in excess of the per unit subscription amount.

        The managing general partner has obtained various insurance policies, as described below, and intends to maintain such policies subject to its analysis of their premium costs, coverage and other factors. Reef Partners, in the exercise of its fiduciary duty as managing general partner, will obtain insurance on behalf of the partnership to provide the partnership with such coverage as the managing general partner believes is sufficient to protect the investor partners against the foreseeable risks of drilling and production. The managing general partner will review the partnership insurance coverage prior to commencing drilling operations and periodically evaluate the sufficiency of insurance. The managing general partner will obtain and maintain such insurance coverage for the partnership equal to twice the capitalization of such partnership. In no event will the partnership maintain public liability insurance of less than $10 million. Subject to the foregoing, the managing general partner may, in its

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sole discretion, increase or decrease the policy limits and types of insurance from time to time as it deems appropriate under the circumstances, which may vary materially. The managing general partner is the beneficiary under each policy and pays the premiums for each policy. The following types and amounts of insurance have been obtained and are expected to be maintained:

        The managing general partner will notify all additional general partners of the partnership at least 30 days prior to any adverse material change in the amount of the partnership's insurance coverage. Within this 30 day period and otherwise after the expiration of one year following the closing of the offering with respect to the partnership, additional general partners have the right to convert their units into units of limited partnership interest by giving written notice to the managing general partner. Additional general partners will have limited liability as a limited partner for any partnership operations conducted after their conversion date, effective upon the filing of an amendment to the Certificate of Limited Partnership of the partnership. At any time during this 30 day period, upon receipt of the required written notice from the additional general partner of his intent to convert, the managing general partner will amend the partnership agreement and will file the amendment with the State of Nevada prior to the effective date of the change in insurance coverage. This amendment to the partnership agreement will effectuate the conversion of the interest of the former additional general partner to that of a limited partner. Effecting conversion is subject to the express requirement that the conversion will not cause a termination of the partnership for federal income tax purposes. However, even after an election of conversion, an additional general partner will continue to have unlimited liability regarding partnership activities while he was an additional general partner. See "TERMS OF THE OFFERING."

   
MANAGEMENT

General

        The managing general partner of the partnership is Reef Partners LLC, a privately-owned Nevada limited liability company that was formed in February 1999 by the holders of all of the outstanding common stock of Reef Exploration. Reef Exploration was organized in 1987 for the principal purpose of reviewing drilling prospects upon which partnerships and joint ventures formed by Reef Exploration might engage in exploration, development and production activities. Since 1987, Reef Exploration has been engaged continuously in the business of exploring for, developing and producing oil and natural gas both within and outside the continental United States, through partnerships and joint ventures it has formed. Michael J. Mauceli, the manager of the managing general partner, is the Chief Executive Officer of Reef Exploration.

        The managing general partner will actively manage and conduct the business and oversee the day to day operations of the partnership. It will be responsible for maintaining partnership bank accounts,

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collecting partnership revenues, making distributions to the partners, delivering reports to the partners, and supervising the drilling, completion, and operation of the partnership's oil and natural gas wells. Certain officers of the managing general partner are also directors, officers and employees of Reef Exploration. Subject to limitations set forth in the partnership agreement, such individuals, the managing general partner and Reef Exploration itself intend to continue to engage in the oil and gas business for their own account and for the account of others. See "CONFLICTS OF INTEREST" in the accompanying prospectus. The managing general partner and such directors, officers and employees will devote as much of their time and talents to the management of the partnership as necessary for the proper conduct of the partnership's business.

        Reef Exploration employs Dwight E. Roberts, Vice President—Exploration to oversee all aspects of prospect and project generation and review. Working closely with Mr. Roberts is Laura S. Klein, Vice President—Engineering, whose responsibilities encompass drilling design, well completion and production oversight. H. Walt Dunagin, Vice President—Land Management, oversees legal aspects concerning leasing, operating agreements, industry partner joint venture arrangements, and acts as Reef Exploration's chief negotiator. Reef Exploration also retains a number of subcontractors and consulting companies who report to the Vice Presidents. These include, but are not limited to, geologists, geophysicists, petrophysicists, paleontologists, drilling engineers, completion engineers, reservoir engineers, drilling rig supervisors, landmen, surveyors and other specialists with expertise in the search, exploration, development and day to day operations associated with petroleum exploration and production. Mr. Roberts, Ms. Klein and Mr. Dunagin, and these subcontractors and consulting companies are retained by the managing general partner.

        When the opportunity arises, the managing general partner will choose operators of the prospects that are experienced in the operation of oil and natural gas properties. However, in many cases the partnership will own too small an interest in the prospect to make decisions regarding who will act as operator for the property. In such cases, the choice of who acts as operator will be made by parties owning a greater percentage of the particular prospect. Although the managing general partner believes that the operator of partnership prospects will usually be an unrelated third party, Reef Exploration, an affiliate of the managing general partner, may act as operator. Since its inception in 1987, Reef Exploration has served as operator of approximately 125 wells and it is currently the operator of 25 wells.

Reef Partners LLC

        The Manager, officers and key personnel of the managing general partner, their ages, current positions with the managing general partner and/or Reef Exploration, and certain additional information are set forth below:

Name

  Age
  Positions and Offices Held
Michael J. Mauceli   48   Manager of Reef Partners; Chief Executive Officer and Director of Reef Exploration
H. Walt Dunagin   47   Vice President—Land Manager of Reef Exploration
Dwight E. Roberts   51   Vice President—Exploration of Reef Exploration
Laura S. Klein   44   Vice President—Engineering of Reef Exploration
Daniel C. Sibley   52   Chief Financial Officer of Reef Partners and Reef Exploration
David M. Tierney   52   Controller—Reef Global Energy Ventures

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        Michael J. Mauceli is the Manager and a member of Reef Partners, as well as the Chief Executive Officer and a Director of Reef Exploration. Mr. Mauceli has held these positions with the managing general partner since its formation in February 1999. He has served in these positions with Reef Exploration since 1987. Since its inception, Mr. Mauceli has also served as manager of Reef Operating Company LLC, a Nevada limited liability company formed in December 2001 by Reef Partners and Reef Exploration. Mr. Mauceli attended the University of Mississippi where he majored in business management and marketing as well as the University of Houston where he received his Commercial Real Estate License. He entered the oil and gas business in 1976 when he joined Tenneco Oil & Gas Company. Mr. Mauceli moved to Dallas in 1979, where he was engaged by several exploration and development firms planning exploratory activities of and assessing the marketing feasibility of privately sponsored drilling programs.

        H. Walt Dunagin is Vice President—Land Manager of Reef Exploration. He has held this position since 1990. He is a 1979 graduate of the University of Mississippi. Mr. Dunagin began his career doing independent land work for Exxon Co. U.S.A. Since that time he has performed land work in Alabama, Mississippi, Louisiana, North Dakota, Montana, Oklahoma and Texas. For six years prior to joining Reef Exploration, he was directly involved in the sale of producing properties for Mobil, Texaco, Oryx Energy and American Exploration Company. He became a Certified Professional Landman in August 1986 and is a member of the American Association of Petroleum Landmen, Dallas Association of Petroleum Landmen and the International Association of Petroleum Negotiators.

        Dwight E. Roberts is Vice President—Exploration at Reef Exploration. He was appointed to this position in 2003. He is a graduate of Eastern New Mexico University with a Bachelor's degree in geology and did post-graduate work at the Colorado School of Mines in 1975-76. Mr. Roberts has worked for several oil and gas companies as a geologist developing exploration prospects, and was also self employed as a geologist from 1992-1997, generating exploration and exploitation prospects for clients as well as performing studies for well re-completions and infield development projects for clients. From 1997 to June 1999 Mr. Roberts was a senior staff geologist at Pioneer Natural Resources USA, Inc. From July 1999 to March 2002 he was the Manager of Geology/Geophysics at Prize Energy Corporation, and supervised the company's exploration activity, which was concentrated in South Texas, the Texas Gulf Coast, Louisiana and the Permian Basin. He is a member of AAPG (American Association of Petroleum Geologists) and the Society of Petroleum Engineers.

        Laura S. Klein is Vice President—Engineering at Reef Exploration, a position she has held since joining the company early in 2000. She is a 1981 graduate of the Colorado School of Mines with a Bachelor's degree in Petroleum Engineering. Since receiving her degree, Ms. Klein has accumulated 21 years of experience as a drilling/completion engineer and as a worldwide rig operations supervisor. From 1996 until coming to Reef Exploration, she held the position of Senior Staff Drilling Engineer with Mobil's International Drilling Services Unit and oversaw projects in Russia, China, Italy and the North Sea. Ms. Klein also managed recruiting and training for Mobil's worldwide drilling organization. Ms. Klein's professional affiliations include SPE (Society of Petroleum Engineers), AADE (American Association of Drilling Engineers) and ASTD (American Society of Training and Development).

        Daniel C. Sibley is Chief Financial Officer of Reef Partners and Reef Exploration. He became General Counsel and Chief Financial Officer of Reef Partners in December 1999 and Reef Exploration in 1998. From 1980 to 1998, Mr. Sibley was involved in the private practice of law. He received a B.B.A. in accounting from the University of North Texas in 1973, a law degree (J.D.) from the University of Texas in 1977, and a Master of Laws-Taxation degree (L.L.M.) from Southern Methodist University in 1984.

        David M. Tierney was employed by Reef Exploration, Inc. in March 2001, and is the Controller of the Reef Global Energy Ventures partnerships. Mr. Tierney received a Bachelor's degree from Davidson College in 1974, a Masters of Business Administration (MBA) from Tulane University in

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1976, and is a Texas Certified Public Accountant. Mr. Tierney has worked in public accounting, and has been employed in the oil and gas industry since 1979. From 1992 through 2000 he served as controller/treasurer of an independent oil and gas exploration company.

Ownership of Reef Partners LLC

        The following table sets forth information with respect to the membership interests of the managing general partner owned by each person who owns beneficially 5% or more of the outstanding membership interests, by all managers of the managing general partner individually, and by all managers and executive officers of the managing general partner as a group. The interest held by Michael J. Mauceli includes a 99% interest held of record by Mr. Mauceli and a 1% interest held of record by Reef Exploration, Inc., a corporation controlled by Mr. Mauceli.

Name and Address

  Amount
Beneficially
Owned

  Percent
of Class

 
Michael J. Mauceli
c/o Reef Partners LLC
1901 N. Central Expressway
Suite 300
Richardson, Texas 75080
  N/A   100 %
Managers and executive officers as a group (1 person)   N/A   100 %

Compensation

        No officer, manager, director or employee of Reef Partners or Reef Exploration will receive any direct remuneration or other compensation from any of the partnerships.

Legal Proceedings

        There are currently no legal proceedings involving Reef Partners LLC or any of the Reef Global Energy Ventures partnerships.

   
PRIOR ACTIVITIES

        Investors in Reef Global Energy IV, L.P. should not assume that they will experience returns similar to those experienced by investors in the other programs described below which were sponsored by Reef Exploration or Reef Partners. There can be no assurance that prior performance will be indicative of future returns. The results described below should be viewed only as indicative of our experience and level of activity.

        Reef Global Energy Ventures is the first public drilling program sponsored by Reef Partners as managing general partner. Reef Global Energy I, L.P., which began operations in January 2003, was the first partnership formed in this program. Reef Global Energy II, L.P. began operations in December 2003. Reef Global Energy III, L.P. was formed in April 2004 and has just completed its offering of partnership units to investors.

        Since its formation in February 1999, Reef Partners has sponsored eighteen private drilling ventures and nine private income fund ventures, as well as the Reef Global Energy Ventures drilling program. Together, these ventures sponsored by Reef Partners have raised approximately $137.6 million from outside investors.

        Between January 1996 and February 1999, Reef Exploration, as managing general partner, sponsored 13 private joint ventures engaged in oil and gas drilling operations. Together, these joint ventures raised approximately $56.8 million.

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        Effective December 31, 2001, nine of the Texas joint ventures sponsored by Reef Partners or Reef Exploration were converted into Texas limited partnerships. Upon each joint venture's conversion, Reef Partners or Reef Exploration, as the case may be, ceased to be the managing venturer, and Reef Operating Company LLC, a Nevada limited liability company owned by Reef Partners and Reef Exploration, became the managing general partner. Bell City 3-D Joint Venture is now Reef—Bell City 3-D L.P. Savoie- Fontenot Joint Venture is now Reef—Savoie-Fontenot L.P. Bell City #1 Joint Venture is now Reef—Bell City #1 L.P. Bell City #5 Joint Venture is now Reef—Bell City #5 L.P. Bell City #6 Joint Venture is now Reef—Bell City #6 L.P. Reef Partners 1999-A Joint Venture is now Reef 1999-A Income Fund L.P. Reef Partners 1999-B Joint Venture is now Reef 1999-B Income Fund L.P. Reef Partners 2000-A Joint Venture is now Reef 2000-A Income Fund L.P. Lastly, Reef Partners 2001-A Joint Venture is now Reef 2001-A Income Fund L.P.

        The tables below set forth certain operating statistics with respect to the ventures sponsored by Reef Partners and Reef Exploration. Both Reef Global Energy III, L.P. and Reef Oil & Gas Income Fund IX, L.P. had been formed but not fully funded as of the dates reported on these tables. The first two tables set forth the contributions to, distributions from and federal income taxable gain or loss from each venture. The third table sets forth the gross revenues earned by the venture and by Reef Exploration, Reef Partners and their affiliates from each prospect. The fourth table sets forth the costs incurred by the venture. The fifth table sets forth the drilling results for each of the 34 drilling ventures sponsored by Reef Partners and Reef Exploration. Note that in Table Five, the well in the Valle Morado Joint Venture was completed and sold prior to beginning production.

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TABLE ONE
Contributions as of July 10, 2004 and
Distributions through June 30, 2004

 
   
   
   
   
   
   
   
  Distributions for
Three Months
Ended June 30,
2004

 
 
   
   
  Number
of Units
Acquired by
Reef and
Affiliates
in Initial
Offering

   
  Contributions
to Ventures
by Reef
Entity
Serving as
Managing
Venturer

  Distributions through
June 30, 2004

 
 
   
   
  Contributions
to Ventures
by
Investors

 
Drilling Related Ventures
  Funding
Date

  Number
of Units

  To
Investors

  To
Reef

  To
Investors

  To
Reef

 
Reef-Bell City 3-D L.P.   10/17/95   50   0.500   $ 2,750,563   $ 166,057   $ 6,743,716   $ 583,181   $ 174,452   $ 8,025  
Reef-Savoie-Fontenot L.P.   04/22/96   48   0.667     3,118,998     72,358     13,809,412     182,230     725,581     5,112  
Hardison Sadler Joint Venture   05/21/96   35.5   0.585     2,618,855     48,322     165,638     979          
Holt #2-R Joint Venture   06/17/96   22.77   0.427     815,740     25,444     19,159     610          
Valle Morado Joint Venture   10/04/96   48       5,827,200     58,861     11,732,798     58,837          
Thunder Alley Joint Venture   02/19/97   49   0.667     4,712,631     105,472     563,676     14,575          
West Bell City 3-D Joint Venture   07/15/97   40       4,489,716     43,703                  
Reef-Bell City #1 L.P.   08/27/97   49   0.800     6,987,345     188,367     25,356,296     761,683     609,702     9,822  
Northwest Bell City Joint
Venture
  11/24/97   48   1.625     6,095,766     272,495     220,817     55,167          
Bell City #2 Joint Venture   03/10/98   35.5   0.500     5,771,976     142,749     436,689     18,264          
Bell City #3 Joint Venture   08/31/98   26.5   2.910     3,235,805     408,186                  
Bell City #4 Joint Venture   10/06/98   35       6,043,537     103,545     54,171     3,548          
Reef-Bell City #5 L.P.   12/23/98   23.041       4,344,968     44,757     10,209,520     103,513     303,094     1,531  
Domino #1 Joint Venture   09/15/99   43       7,692,422     69,010     542,492     5,438          
Reef-Bell City #6 L.P.   10/29/99   27   0.068     4,952,146     64,353     211,997     2,672          
RAM Joint Venture   12/24/99   40       7,794,041     78,788                  
RAM 2000 Joint Venture   02/15/00   2   0.625     268,115     125,814                  
Magnolia Bayou #1 Joint
Venture
  06/19/00   50.566       7,059,111     71,306                  
Lake Barre #1 Joint Venture   11/07/00   37.125       5,308,937     53,625                  
West Bell City #1-A Joint Venture   12/15/00   30   1.000     4,127,962     41,697                  
Reef Partners Lake Salvador No. 1 Joint Venture   7/12/01   40   1.725     5,829,193     324,315                  
Reef Partners Sorrento No. 1 Joint Venture   12/28/01   25.333       3,662,033     37,027                  
Reef Partners Sorrento No. 1 2002 Joint Venture   01/22/02   1.715       248,225     2,507                  
Reef-Toledo Bend #1 Joint Venture   12/26/02   25.294       5,485,189     178,625     538,082     42,751     285,691     22,698  
Reef Global Energy I, L.P.   12/31/02   98.807   4.940     1,877,340     98,080     185,195     33,841     73,981     13,519  
Reef-Bobcat Run Infield Drilling Joint Venture #1   03/28/03   29.725       5,935,828     60,020     1,213,570     12,258     644,089     6,506  
Reef-Bell City #7 Joint Venture   07/10/03   27       5,319,561     69,195                  
Reef-Andrew Infield Drilling Joint Venture #1   09/23/03   24.658       4,818,248     48,669     215,227     2,174     215,227     2,174  
Reef Global Energy II, L.P.   12/15/03   311.963   15.598     5,927,296     271,030     47,559     8,691     31,706     5,794  
Reef-Backridge Infield Drilling No.1 Joint Venture   01/07/04   23.472       4,044,254     40,851                  
Reef-Broussard Infield Development Joint Venture #1   03/25/04   35.599       6,977,358     70,478     n/a *   n/a *   n/a *   n/a *
Reef-Treasure Isle Infield Development Joint Venture #1   05/25/04   25.393   0.064     5,063,362     64,068     n/a *   n/a *   n/a *   n/a *
Reef-Bayou Carlin Infield Development No. 1 Joint Venture   06/30/04   32.656       5,381,743     54,361     n/a *   n/a *   n/a *   n/a *
Reef Global Energy III, L.P.   not fully funded   125.026   6.251     2,375,490     107,518     n/a     n/a     n/a     n/a  
               
 
 
 
 
 
 
  Subtotal—Drilling Related Ventures                 156,960,964     3,610,653     72,266,014     1,890,412     3,063,523     75,181  
               
 
 
 
 
 
 

Income Fund Ventures

 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

Reef 1999-A Income Fund L.P.

 

09/30/99

 

23.887

 

0.500

 

 

2,323,670

 

 

50,000

 

 

2,463,440

 

 

316,621

 

 

314,895

 

 

42,803

 
Reef 1999-B Income Fund L.P.   04/10/00   12.625   0.500     1,212,500     50,000     1,276,227     209,790     116,868     19,749  
Reef Partners 1999-C Ltd. Income Fund   05/19/00   8.055   0.500     755,520     50,000     702,158     132,583     116,921     21,589  
Reef 2000-A Income Fund L.P.   05/08/01   50.000   1.334     4,866,608     133,392     3,278,102     461,571     926,150     131,111  
Reef 2001-A Income Fund L.P.   10/24/01   41.878   0.500     4,137,798     50,000     2,280,880     305,519     663,156     91,709  
Reef Partners 2001-B Income Fund   12/23/02   42.452   0.500     4,195,223     50,000     1,667,213     210,519     251,046     31,218  
Reef Partners 2002-A Income Fund   08/19/03   41.704   0.500     4,120,396     50,000     610,271     79,143     247,285     30,810  
Reef Partners 2003-A Income Fund   06/10/04   80.125   0.500     7,962,500     50,000     392,014     54,418     302,864     39,207  
Reef Oil & Gas Income Fund IX, L.P.   not fully funded   7.454   0.500     745,350     50,000     n/a     n/a     n/a     n/a  
               
 
 
 
 
 
 
  Subtotal—Income Fund Ventures                 30,319,565     533,392     12,670,305     1,770,164     2,939,185     408,196  
               
 
 
 
 
 
 
    Total—All Ventures               $ 187,280,529   $ 4,144,045   $ 84,936,319   $ 3,660,576   $ 6,002,708   $ 483,377  
               
 
 
 
 
 
 

*
The Reef-Treasure Isle Infield Development Joint Venture #1 well began production during July 2004 and we anticipate distributions to partners will commence in September 2004. The Reef-Broussard Infield Development Joint Venture #1 well began production in August 2004 and we anticipate distributions to partners will commence during the fourth quarter of 2004. The Reef-Bayou Carlin Infield Development No. 1 Joint Venture well reached total depth in September 2004 and is expected to be completed as a productive well during the fourth quarter.

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        In the above table, the column labeled "Number of Units Acquired by Reef and Affiliates in Initial Offering" refers to units purchased in the initial offering of units in each venture. Reef Exploration purchased 3.25 units in Reef-Bell City 3-D L.P., 1.4 units in West Bell City 3-D Joint Venture, 0.25 units in Reef-Bell City #1 L.P., 0.95 units in Northwest Bell City Joint Venture and 1.25 units in Bell City #4 Joint Venture after formation of the ventures. Reef Exploration sold one unit of West Bell City #1-A Joint Venture after formation of the venture. Michael J. Mauceli and H.Walt Dunagin, officers of Reef Exploration, each purchased 0.125 units of Savoie-Fontenot Joint Venture and 0.25 units of Reef-Bell City 3-D L.P. after formation of the ventures. Reef Partners purchased 1.625 units in Reef-Toledo Bend #1 Joint Venture, 0.125 units in Bell City #7 Joint Venture, 0.125 units in Reef 1999-B Income Fund L.P. and 0.50 units in Reef 2001-A Income Fund L.P. after formation of the ventures.

   
TABLE TWO
Taxable Income or Loss

 
  Venture Federal Taxable Income Gain (Loss)
 
 
  Investor
  Reef Entity Serving as Managing Venturer
 
First Tax Year

  Taxable Income
Before Depletion

  Depletion
Expense

  Taxable
Income after
Depletion

  Taxable Income
before Depletion

  Depletion
Expense

  Taxable
Income after
Depletion

 
Drilling Related Ventures
 
Reef-Bell City 3-D L.P.   $ (13,694 ) $   $ (13,694 ) $ (138 ) $   $ (138 )
Reef-Savoie-Fontenot L.P.     (1,643,453 )       (1,643,453 )   (16,599 )       (16,599 )
Hardison Sadler Joint Venture     (1,700,582 )   (5,505 )   (1,706,087 )   (17,177 )   (56 )   (17,233 )
Holt #2-R Joint Venture     (612,774 )   (3,026 )   (615,800 )   (6,190 )   (31 )   (6,221 )
Valle Morado Joint Venture     (138,355 )       (138,355 )   (1,398 )       (1,398 )
Thunder Alley Joint Venture     (2,668,668 )       (2,668,668 )   (61,282 )       (61,282 )
West Bell City 3-D Joint Venture     (19,659 )       (19,659 )   (199 )       (199 )
Reef-Bell City #1 L.P.     (4,171,801 )       (4,171,801 )   (108,692 )       (108,692 )
Northwest Bell City Joint Venture     (4,327,882 )       (4,327,882 )   (196,898 )       (196,898 )
Bell City #2 Joint Venture     (5,335,287 )       (5,335,287 )   (64,994 )       (64,994 )
Bell City #3 Joint Venture     (3,235,805 )       (3,235,805 )   (408,186 )       (408,186 )
Bell City #4 Joint Venture     (3,751,819 )       (3,751,819 )   (37,901 )       (37,901 )
Reef-Bell City #5 L.P.     (2,178,626 )       (2,178,626 )   (22,007 )       (22,007 )
Domino #1 Joint Venture     (4,244,145 )       (4,244,145 )   (43,455 )       (43,455 )
Reef-Bell City #6 L.P.     (3,404,174 )       (3,404,174 )   (34,406 )       (34,406 )
RAM Joint Venture     (7,794,041 )       (7,941,541 )   (78,788 )       (78,788 )
RAM 2000 Joint Venture     (268,125 )       (268,125 )   (125,814 )       (125,814 )
Magnolia Bayou #1 Joint Venture     (7,059,111 )       (7,059,111 )   (71,306 )       (71,306 )
Lake Barre #1 Joint Venture     (5,308,937 )       (5,308,937 )   (53,625 )       (53,625 )
West Bell City #1-A Joint Venture     (3,990,362 )       (3,990,362 )   (41,697 )       (41,697 )
Reef Partners Lake Salvador No. 1 Joint Venture     (5,829,193 )       (5,829,193 )   (324,315 )       (324,315 )
Reef Partners Sorrento No. 1 Joint Venture     (2,968,607 )       (2,968,607 )   (30,394 )       (30,394 )
Reef Partners Sorrento No. 1 2002 Joint Venture     (248,225 )       (248,225 )   (2,507 )       (2,507 )
Reef-Toledo Bend #1 Joint Venture     (3,033,128 )       (3,033,128 )   (30,638 )       (30,638 )
Reef Global Energy I, L.P.     (791,099 )   (22,726 )   (813,825 )   (63,420 )   (4,153 )   (67,573 )
Reef-Bobcat Run Infield Drilling Joint Venture #1     (4,160,480 )   (6,494 )   (4,166,974 )   (42,025 )   (66 )   (42,091 )
Reef-Bell City #7 Joint Venture     (4,084,849 )       (4,084,849 )   (41,262 )       (41,262 )
Reef-Andrew Infield Drilling Joint Venture #1     (3,490,954 )       (3,490,954 )   (35,262 )       (35,262 )
Reef Global Energy II, L.P.     (520,106 )       (520,106 )   (35,151 )       (35,151 )
Reef-Backridge Infield Drilling No. 1 Joint Venture     (2,265,568 )       (2,265,568 )   (22,886 )       (22,886 )
Reef-Broussard Infield Development Joint Venture #1     n/a     n/a     n/a     n/a     n/a     n/a  
Reef-Treasure Isle Infield Development Joint Venture #1     n/a     n/a     n/a     n/a     n/a     n/a  
Reef-Bayou Carlin Infield Development No. 1 Joint Venture     n/a     n/a     n/a     n/a     n/a     n/a  
Reef Global Energy III, L.P.     n/a     n/a     n/a     n/a     n/a     n/a  
   
 
 
 
 
 
 
  Subtotal—Drilling Related Ventures     (89,259,509 )   (37,751 )   (89,297,260 )   (2,018,612 )   (4,306 )   (2,022,918 )
   
 
 
 
 
 
 

Income Fund Ventures

 

 


 

 


 

 


 

 


 

 


 

 


 

Reef 1999-A Income Fund L.P.

 

 

200,205

 

 

(50,764

)

 

149,441

 

 

32,884

 

 

(7,169

)

 

25,715

 
Reef 1999-B Income Fund L.P.     273,204     (98,646 )   174,558     44,455     (14,411 )   30,044  
Reef Partners 1999-C Ltd. Income Fund     134,678     (33,444 )   101,234     28,169     (6,352 )   21,817  
Reef 2000-A Income Fund L.P.     120,087     (26,888 )   93,199     19,067     (3,661 )   15,406  
Reef 2001-A Income Fund L.P.     114,342     (53,538 )   60,804     25,657     (7,528 )   (18,129 )
Reef Partners 2001-B Income Fund     1,492     (1,087 )   405     660     (231 )   429  
Reef Partners 2002-A Income Fund     7,575     (3,105 )   4,470     2,596     (801 )   1,795  
Reef Partners 2003-A Income Fund     13,019     (6,707 )   6,312     2,676     (858 )   1,818  
Reef Partners Oil & Gas Income Fund IX, L.P.     n/a     n/a     n/a     n/a     n/a     n/a  
   
 
 
 
 
 
 
  Subtotal—Income Fund Ventures     864,602     (274,179 )   590,423     156,164     (41,011 )   115,153  
   
 
 
 
 
 
 
    Total—All Ventures   $ (88,394,907 ) $ (311,930 ) $ (88,706,837 ) $ (1,862,448 ) $ (45,317 ) $ (1,907,765 )
   
 
 
 
 
 
 

S-25


 

   
TABLE TWO (continued)
Taxable Income or Loss

 
  Venture Federal Taxable Income Gain (Loss)
 
Inception through December 31, 2003

  Investor
  Reef Entity Serving as Managing Venturer
 
Drilling Related Ventures

  Taxable Income
before
Depletion

  Depletion
Expense

  Taxable
Income
after Depletion

  Taxable Income
before
Depletion

  Depletion
Expense

  Taxable
Income
after Depletion

 
Reef-Bell City 3-D L.P.   $ 4,644,896   $ (1,118,477 ) $ 3,526,419   $ 393,050   $ (99,464 ) $ 293,586  
Reef-Savoie-Fontenot L.P.     10,629,166     (1,976,246 )   8,652,920     142,842     (39,065 )   103,777  
Hardison Sadler Joint Venture     (2,453,217 )   (5,505 )   (2,458,722 )   (20,843 )   (56 )   (20,899 )
Holt #2-R Joint Venture     (796,581 )   (3,026 )   (799,607 )   (24,832 )   (31 )   (24,863 )
Valle Morado Joint Venture     5,905,598         5,905,598     (24 )       (24 )
Thunder Alley Joint Venture     (4,118,825 )   (30,125 )   (4,148,950 )   (90,206 )   (692 )   (90,898 )
West Bell City 3-D Joint Venture     (4,319,907 )       (4,319,907 )   (170,736 )       (170,736 )
Reef-Bell City #1 L.P.     18,736,110     (4,058,858 )   14,677,252     589,107     (122,724 )   466,383  
Northwest Bell City Joint Venture     (5,937,243 )   (37,253 )   (5,974,496 )   (225,656 )   (1,030 )   (226,686 )
Bell City #2 Joint Venture     (5,335,287 )       (5,335,287 )   (64,994 )       (64,994 )
Bell City #3 Joint Venture     (3,235,805 )       (3,235,805 )   (408,186 )       (408,186 )
Bell City #4 Joint Venture     (5,954,977 )       (5,954,977 )   (134,399 )       (134,399 )
Reef-Bell City #5 L.P.     6,152,770     (1,531,180 )   4,621,590     58,353     (14,910 )   43,443  
Domino #1 Joint Venture     (7,149,930 )   (86,989 )   (7,236,919 )   (63,572 )   (879 )   (64,451 )
Reef-Bell City #6 L.P.     (4,600,640 )       (4,600,640 )   (58,183 )       (58,183 )
RAM Joint Venture     (7,794,041 )       (7,794,041 )   (78,788 )       (78,788 )
RAM 2000 Joint Venture     (268,125 )       (268,125 )   (125,814 )       (125,814 )
Magnolia Bayou #1 Joint Venture     (7,059,111 )       (7,059,111 )   (71,306 )       (71,306 )
Lake Barre #1 Joint Venture     (5,308,937 )       (5,308,937 )   (53,625 )       (53,625 )
West Bell City #1-A Joint Venture     (4,127,962 )       (4,127,962 )   (41,697 )       (41,697 )
Reef Partners Lake Salvador No. 1 Joint Venture     (5,829,193 )       (5,829,193 )   (324,315 )       (324,315 )
Reef Partners Sorrento No. 1 Joint Venture     (3,662,033 )       (3,662,033 )   (37,027 )       (37,027 )
Reef Partners Sorrento No. 1 2002 Joint Venture     (248,225 )       (248,225 )   (2,507 )       (2,507 )
Reef-Toledo Bend #1 Joint Venture     (4,482,473 )       (4,482,473 )   (146,357 )       (146,357 )
Reef Global Energy I, L.P.     (791,099 )   (22,726 )   (813,825 )   (63,420 )   (4,153 )   (67,573 )
Reef-Bobcat Run Infield Drilling Joint Venture #1     (4,160,480 )   (6,494 )   (4,166,974 )   (42,025 )   (66 )   (42,091 )
Reef-Bell City #7 Joint Venture     (4,084,849 )       (4,084,849 )   (41,262 )       (41,262 )
Reef-Andrew Infield Drilling Joint Venture #1     (3,490,954 )       (3,490,954 )   (35,262 )       (35,262 )
Reef Global Energy II, L.P.     (520,106 )       (520,106 )   (35,151 )       (35,151 )
Reef-Backridge Infield Drilling No. 1 Joint Venture     (2,265,568 )       (2,265,568 )   (22,886 )       (22,886 )
Reef-Broussard Infield Development Joint Venture #1     n/a     n/a     n/a     n/a     n/a     n/a  
Reef-Treasure Isle Infield Development Joint Venture #1     n/a     n/a     n/a     n/a     n/a     n/a  
Reef-Bayou Carlin Infield Development No. 1 Joint Venture     n/a     n/a     n/a     n/a     n/a     n/a  
Reef Global Energy III, L.P.     n/a     n/a     n/a     n/a     n/a     n/a  
   
 
 
 
 
 
 
  Subtotal—Drilling Related Ventures     (51,927,028 )   (8,876,879 )   (60,803,907 )   (1,199,721 )   (283,070 )   (1,482,791 )
   
 
 
 
 
 
 

Income Fund Ventures

 

 


 

 


 

 


 

 


 

 


 

 


 

Reef 1999-A Income Fund L.P.

 

 

1,654,681

 

 

(708,896

)

 

945,785

 

 

250,048

 

 

(66,335

)

 

183,713

 
Reef 1999-B Income Fund L.P.     1,044,222     (327,491 )   716,731     178,450     (47,093 )   131,357  
Reef Partners 1999-C Ltd. Income Fund     526,136     (191,994 )   334,142     105,859     (29,742 )   76,117  
Reef 2000-A Income Fund L.P.     1,921,301     (958,744 )   962,557     305,152     (87,282 )   217,870  
Reef 2001-A Income Fund L.P.     1,291,578     (710,819 )   580,759     202,680     (57,662 )   145,018  
Reef Partners 2001-B Income Fund     1,123,525     (540,632 )   582,893     167,807     (39,410 )   129,397  
Reef Partners 2002-A Income Fund     130,095     (128,800 )   1,295     39,748     (10,875 )   28,873  
Reef Partners 2003-A Income Fund     13,019     (6,707 )   6,312     2,676     (858 )   1,818  
Reef Partners Oil & Gas Income Fund IX, L.P.     n/a     n/a     n/a     n/a     n/a     n/a  
   
 
 
 
 
 
 
  Subtotal—Income Fund Ventures     7,704,557     (3,574,083 )   4,130,474     1,252,420     (339,257 )   913,163  
   
 
 
 
 
 
 
    Total—All Ventures   $ (44,222,471 ) $ (12,450,962 ) $ (56,673,473 ) $ 52,699   $ (622,327 ) $ (569,628 )
   
 
 
 
 
 
 

S-26


 

        The columns labeled "Investors" in Table Three set forth the revenues from each prospect earned by the venturers other than Reef. The columns entitled "Reef and Affiliates Outside Venture" set forth the revenue earned from each prospect by certain entities that are or may be considered affiliates of Reef Exploration and Reef Partners but are not participants in the venture. Pure Reef, L.P. ("Pure Reef"), a Texas limited partnership of which Reef Exploration is the general partner and of which Pure Holdings, Inc., a corporation owned by the shareholders of Reef Exploration and Reef Partners, holds all of the limited partnership interest, has a carried working interest in certain ventures as described in the narratives immediately following these tables. Pure Reef initially purchased the leases that include the well sites or well bores for many of the wells on these prospects; or in other cases initially acquired the concession containing the prospect. Pure Reef conducted the initial geographical and geological studies. In consideration of the work done by Pure Reef and the risk absorbed by it that the venture in question might not be formed and funded sufficiently to drill the wells, Pure Reef received a carried working interest that is reflected in the columns labeled "Reef and Affiliates Outside Venture." The carried working interest pertained only to the costs of drilling, testing, completing and equipping the wells. Upon commencement of oil and gas production the carried interests paid their pro rata share of all taxes and operating costs. In certain cases, Pure Reef transferred the leases to Reef-Bell City 3-D L.P. or West Bell City 3-D Joint Venture to conduct the initial testing, and these entities also received a carried working interest. Because the total revenue generated by these carried working interests is included in the total revenue figure for each of these two ventures, it is not included in the figures set forth in the column labeled "Reef and Affiliates Outside Venture."

        The figures set forth under the column entitled "Reef and Affiliates Outside Venture" in Table Three also include certain working interests, not greater than 5% on any prospect, held by the Estate of Vearl Sneed in certain prospects prior to June 30, 2003. Prior to his death, Vearl Sneed was a controlling shareholder in Reef Exploration. Effective June 30, 2003, in connection with a final settlement, the Estate received an undivided 50% interest in the property interests owned by the Reef entities, including Pure Reef L.P., and ceased to own any interest in Reef Exploration or any of its affiliates. Therefore, subsequent to June 30, 2003, the interests previously owned by the Estate of Vearl Sneed, as well as the interests transferred to the Estate of Vearl Sneed, are excluded from the columns entitled "Reef Entity Serving as Managing Venturer" and "Reef and Affiliates Outside Venture."

S-27


 

   
TABLE THREE
Gross Revenues From Wells

 
  Revenues from Oil and Gas Wells
From Inception through June 2004

  Revenues from Oil and Gas Wells
for three months ended June 2004

Drilling Related Ventures

  Investors
  Reef Entity
Serving as
Managing
Venturer

  Reef and Affiliates
Outside Venture

  Total
Revenue

  Investors
  Reef Entity
Serving as
Managing
Venturer

  Reef and Affiliates
Outside Venture

  Total
Revenue

Reef-Bell City 3-D L.P.   $ 7,088,079   $ 604,509   $   $ 7,692,588   $ 213,185   $ 9,451   $   $ 222,636
Reef-Savoie-Fontenot L.P.     15,007,677     277,731     5,228,246     20,513,654     804,425     5,668     287,502     1,097,595
Hardison Sadler Joint Venture     178,632     16,434     65,022     260,088                
Holt #2-R Joint Venture     7,481     233     2,571     10,285                
Valle Morado Joint Venture     11,945,597     120,663     4,022,087     16,088,347                
Thunder Alley Joint Venture     663,438     18,364     227,267     909,069                
West Bell City 3-D Joint Venture                                
Reef-Bell City #1 L.P.     24,520,555     742,594     10,129,930     35,393,079     767,397     12,363     358,854     1,138,614
Northwest Bell City Joint
Venture
    263,633     13,988     92,540     370,161                
Bell City #2 Joint Venture                                
Bell City #3 Joint Venture                                
Bell City #4 Joint Venture     127,258     4,479     43,912     175,649                
Reef-Bell City #5 L.P.     10,058,148     94,783     4,264,304     14,417,235     334,692     1,690     159,262     495,644
Domino #1 Joint Venture     580,491     5,864     236,010     822,365                
Reef-Bell City #6 L.P.     299,459     3,792     126,107     429,358                
RAM Joint Venture                                
RAM 2000 Joint Venture                                
Magnolia Bayou #1 Joint
Venture
                               
Lake Barre #1 Joint Venture                                
West Bell City #1-A Joint Venture                                
Reef Partners Lake Salvador No. 1 Joint Venture                                
Reef Partners Sorrento No. 1 Joint Venture                                
Reef Partners Sorrento No. 1 2002 Joint Venture                                
Reef-Toledo Bend #1 Joint Venture     1,033,219     82,090         1,115,309     405,568     32,223         437,791
Reef Global Energy I, L.P.     310,669     56,769         367,438     67,746     12,379         80,125
Reef-Bobcat Run Infield Drilling Joint Venture #1     2,304,848     23,281     1,017,798     3,345,927     904,718     9,139     399,515     1,313,372
Reef-Bell City #7 Joint Venture     58,101     1,135     23,695     82,931     19,858     388     8,099     28,345
Reef-Andrew Infield Drilling Joint Venture #1     970,505     9,803     326,156     1,306,464     967,280     9,771     325,072     1,302,123
Reef Global Energy II, L.P.     87,629     16,012         103,641     52,237     9,545         61,782
Reef-Backridge Infield Drilling No. 1 Joint Venture     n/a     n/a     n/a     n/a     n/a     n/a     n/a     n/a
Reef-Broussard Infield Development Joint Venture #1     n/a     n/a     n/a     n/a     n/a     n/a     n/a     n/a
Reef-Treasure Isle Infield Development Joint Venture #1     n/a     n/a     n/a     n/a     n/a     n/a     n/a     n/a
Reef-Bayou Carlin Infield Development No. 1 Joint Venture     n/a     n/a     n/a     n/a     n/a     n/a     n/a     n/a
Reef Global Energy III, L.P.     n/a     n/a     n/a     n/a     n/a     n/a     n/a     n/a
   
 
 
 
 
 
 
 
  Subtotal—Drilling Related Ventures     75,505,419     2,092,524     25,805,645     103,403,588     4,537,106     102,617     1,538,304     6,178,027
   
 
 
 
 
 
 
 

Income Fund Ventures

 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


Reef 1999-A Income Fund L.P.

 

 

3,307,667

 

 

447,692

 

 


 

 

3,755,359

 

 

111,837

 

 

15,202

 

 


 

 

127,039
Reef 1999-B Income Fund L.P.     1,863,214     305,172         2,168,386     119,716     20,230         139,946
Reef Partners 1999-C Ltd. Income Fund     1,050,944     197,491         1,248,435     56,985     10,522         67,507
Reef 2000-A Income Fund L.P.     4,167,099     587,322         4,754,421     289,352     40,963         330,315
Reef 2001-A Income Fund L.P.     3,078,305     411,751         3,490,056     284,201     39,303         323,504
Reef Partners 2001-B Income Fund     2,457,662     310,155         2,767,817     335,785     41,756         377,541
Reef Partners 2002-A Income Fund     1,300,452     166,342         1,466,794     365,539     45,545         411,084
Reef Partners 2003-A Income Fund     912,344     114,162         1,026,506     393,436     46,460         439,896
Reef Partners Oil & Gas Income Fund IX L.P.     n/a     n/a         n/a     n/a     n/a         n/a
   
 
 
 
 
 
 
 
  Subtotal—Income Fund Ventures     18,137,687     2,540,087         20,677,774     1,956,851     259,981         2,216,832
   
 
 
 
 
 
 
 
    Total—All Ventures   $ 93,643,106   $ 4,632,611   $ 25,805,645   $ 124,081,362   $ 6,493,957   $ 362,598   $ 1,538,304   $ 8,394,859
   
 
 
 
 
 
 
 

S-28


 

        Table Four below describes all costs incurred by each of the ventures from inception through December 31, 2003. The column labeled "Direct Costs Paid By Reef to Third Parties" includes all drilling costs associated with the venture, but excludes all organization and syndication costs, which are broken out separately in the next column. All costs were paid to third parties by the Reef entity serving as managing venturer of each venture. The amounts set forth under "Costs Paid to Reef for Turnkey Drilling Expenses" were paid by each venture. The final column, entitled "Excess (Deficit) of Amounts Paid to Reef over Direct Costs Paid to Third Parties" excludes any overhead costs incurred by Reef Exploration or Reef Partners while acting as the managing venturer of each venture. As of December 2003, Reef Partners was continuing to incur drilling-related costs with respect to the wells drilled by Reef-Andrew Infield Drilling Joint Venture #1 and Reef Bell City #7 Joint Venture. Costs incurred in the startup of the Reef Global Energy Ventures program cannot be allocated on a partnership by partnership basis until all of the partnerships have been formed. Therefore, the Reef Global Energy Ventures program has been considered a single program for purposes of this table. Because the Reef Global Energy Ventures partnerships do not use Reef Exploration for turnkey drilling, the amounts shown in the column entitled "Costs paid to Reef for Turnkey Drilling Expenses" consist of (i) the 15% management fee paid by each fund to the managing general partner and (ii) Reef Global Energy Ventures' reimbursement of the participation fee paid to Challenger Minerals, Inc. by the managing general partner.

   
TABLE FOUR
Costs Incurred by the Ventures
from Inception through December 31, 2003

Drilling Related Ventures

  Operating
Costs

  Administrative
Costs

  Costs Paid to Reef for
Turnkey Drilling
Expenses

  Direct Costs Paid
By Reef to Third
Parties

  Organization
and
Syndication
Costs

  Excess (Deficit) of
Amounts Paid to
Reef over Direct
Costs Paid to Third
Parties

 
Reef-Bell City 3-D L.P.   $ 1,432,190   $ 8,204   $ 2,889,050   $ 2,966,045   $ 341,950   $ (418,945 )
Reef-Savoie-Fontenot L.P.     1,512,293     57,633     3,163,673     3,153,788     440,920     (431,035 )
Hardison Sadler Joint Venture     216,785     19,089     2,667,177     2,102,953     492,762     71,462  
Holt #2-R Joint Venture     28,901     9,060     831,325     718,504     127,877     (15,056 )
Valle Morado Joint Venture         24     5,827,200     5,170,000     754,264     (97,064 )
Thunder Alley Joint Venture     378,607     17,974     4,777,663     5,482,557     628,300     (1,333,194 )
West Bell City 3-D Joint Venture         58     4,489,716     2,292,927     564,304     1,632,485  
Reef-Bell City #1 L.P.     2,391,697     25,483     7,109,777     6,693,309     907,412     (490,944 )
Northwest Bell City Joint Venture     43,328     15,466     6,285,792     4,411,207     787,672     1,086,913  
Bell City #2 Joint Venture         163     5,332,926     1,884,899     1,012,658     2,435,369  
Bell City #3 Joint Venture         240     3,643,750     2,140,413     437,250     1,066,087  
Bell City #4 Joint Venture     105,003     198     6,079,823     3,786,214     794,200     1,499,409  
Reef-Bell City #5 L.P.     1,184,799     15,880     4,344,931     3,436,727     796,496     111,708  
Domino #1 Joint Venture     86,700     102     7,692,422     6,506,848     874,924     310,650  
Reef-Bell City #6 L.P.     272,499     2,767     4,964,969     3,819,240     655,180     490,549  
RAM Joint Venture         174     7,794,041     6,221,147     1,301,247     271,647  
RAM 2000 Joint Venture         33     390,000     311,295     65,112     13,593  
Magnolia Bayou #1 Joint Venture         293     7,059,111     5,866,362     958,022     234,727  
Lake Barre #1 Joint Venture         151     5,308,937     4,330,179     797,499     181,259  
West Bell City #1-A Joint Venture         114     4,127,962     2,896,344     531,952     699,666  
Reef Partners Lake Salvador No. 1 Joint Venture             6,091,972     3,806,645     1,250,549     1,034,778  
Reef Partners Sorrento No. 1 Joint Venture         33     3,662,033     2,358,866     804,587     498,580  
Reef Partners Sorrento No. 1 2002 Joint Venture             248,225     159,691     54,539     33,995  
Reef-Toledo Bend #1 Joint Venture     24,706     1,080     5,485,189     3,054,714     888,199     1,542,276  
Reef Global Energy Ventures
Program
    13,734     123,339     1,578,384     750,000     2,119,616     (1,291,232 )
Reef-Bobcat Run Infield Drilling Joint Venture #1     47,656     185     5,935,828     3,884,090     1,260,971     790,767  
Reef-Bell City #7 Joint Venture     12,536     132     5,319,561     3,581,546     1,098,515     639,500  
Reef-Andrew Infield Drilling Joint Venture #1     0     115     3,602,590     2,696,353     895,072     10,535  
Reef-Backridge Infield Drilling No. 1 Joint Venture     n/a     n/a     n/a     n/a     n/a     n/a  
Reef-Broussard Infield Development Joint Venture #1     n/a     n/a     n/a     n/a     n/a     n/a  
Reef-Treasure Isle Infield Development Joint Venture #1     n/a     n/a     n/a     n/a     n/a     n/a  
Reef-Bayou Carlin Infield Development No. 1 Joint Venture     n/a     n/a     n/a     n/a     n/a     n/a  
   
 
 
 
 
 
 
  Subtotal—Drilling Related Ventures     7,751,434     297,990     126,704,027     94,482,863     21,642,679     10,578,485  
   
 
 
 
 
 
 

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Income Fund Ventures

  Operating
Costs

  Administrative
Costs

  Well Acquisition Costs
and Commissions Paid
To Reef

  Well Acquisition
Costs Paid by
Reef

  Organization and Syndication Costs
  Excess (Deficit)
of Amounts Paid to Reef over Direct Costs Paid to Third Parties

 
Reef 1999-A Income Fund L.P.     1,065,575     50,551     2,325,749     2,038,876     205,500     81,373  
Reef 1999-B Income Fund L.P.     564,142     19,242     1,255,000     1,121,940     120,408     12,652  
Reef Partners 1999-C Ltd. Income Fund     391,250     8,221     805,520     717,791     94,130     (6,401 )
Reef 2000-A Income Fund L.P.     1,335,172     63,736     4,922,762     4,352,007     406,042     164,713  
Reef 2001-A Income Fund L.P.     1,008,879     55,866     4,408,192     3,870,793     346,146     191,253  
Reef Partners 2001-B Income Fund     432,817     39,681     4,232,660     3,700,002     387,368     145,290  
Reef Partners 2002-A Income Fund     197,797     7,291     4,110,617     3,623,814     369,977     116,826  
Reef Partners 2003-A Income Fund     8,779     123     1,893,640     1.673.830     136,316     83,494  
Reef Partners Oil & Gas Income Fund IX, L.P.     n/a     n/a     n/a     n/a     n/a     n/a  
   
 
 
 
 
 
 
  Subtotal—Income Fund Ventures     5,004,411     244,711     23,954,140     21,099,053     2,065,887     789,200  
   
 
 
 
 
 
 
    Total—All Ventures   $ 12,755,845   $ 542,701   $ 150,658,167   $ 115,581,916   $ 23,708,566   $ 11,367,685  
   
 
 
 
 
 
 

        Table Five below sets forth the drilling results for each of the thirty-four drilling ventures sponsored by Reef Partners and Reef Exploration, other than Reef-Bayou Carlin Infield Development No. 1 Joint Venture, which was drilling as of June 30, 2004, and Reef Global Energy III, L.P., which had one well drilling as of June 30, 2004. The first two columns indicate the total amount of oil (in barrels) and gas (in mcf) allocated to the venture and also to Reef and the Reef Affiliates outside the venture participating in the wells, from the commencement of production through June 2004. The third and fourth columns give the same information for the venture only. The fifth column sets forth the venture's net present value of future net cash flows, at a 10% discount rate, associated with the remaining proved reserves for wells still producing as of June 30, 2004. The sixth and seventh columns set forth the venture's share of the remaining oil (in barrels) and gas (in mcf) reserves. The final column sets forth the expected payout date for those ventures with producing wells. The Reef—Bayou Carlin Infield Development No. 1 Joint Venture well has reached total depth during September 2004 and is expected to be completed as a productive well.

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TABLE FIVE
Drilling Results

 
  Inception through June 30, 2004
  At June 30, 2004
 
  Total Allocated to
Venture and Reef and
Affiliates Outside
Venture from Production

  Total Allocated to
Venture only from
Production

  NPV @ 10%
(Venture
Interest Only)

  Oil Reserves
(Venture
Interest Only)

  Gas Reserves
(Venture
Interest Only)

  Approximate
Payout Date
to Investors

 
  Oil
(barrels)

  Gas (mcf)
  Oil
(barrels)

  Gas (mcf)
   
  Oil (barrels)
  Gas (mcf)
   
Reef-Bell City 3-D L.P.   91,686   1,637,169   91,686   1,637,169   $ 657,133   9,648   138,726   payout has occurred
Reef-Savoie-Fontenot L.P   129,328   5,053,496   95,973   3,749,602     2,079,825   7,769   525,582   payout has occurred
Hardison Sadler Joint Venture     95,911     70,934          
Holt #2-R Joint Venture   3,204     2,378            
Valle Morado Joint Venture                   payout has occurred
Thunder Alley Joint Venture   40,571   100,882   30,221   75,147          
West Bell City 3-D Joint Venture                  
Reef-Bell City #1 L.P.   474,296   8,487,326   334,160   5,978,869     1,932,907   24,511   463,191   payout has occurred
Northwest Bell City Joint Venture   451   226,580   335   168,183          
Bell City #2 Joint Venture                  
Bell City #3 Joint Venture                  
Bell City #4 Joint Venture                  
Reef-Bell City #5 L.P.   144,715   2,677,779   100,802   1,852,779     846,669   1,318   231,959   payout has occurred
Domino #1 Joint Venture   3,507   163,918   2,499   116,875          
Reef-Bell City #6 L.P.   2,436   117,745   1,722   83,203          
RAM Joint Venture                  
RAM 2000 Joint Venture                  
Magnolia Bayou #1 Joint Venture                  
Lake Barre #1 Joint Venture                  
West Bell City 1-A Joint Venture                  
Reef Partners Lake Salvador No. 1 Joint Venture                  
Reef Partners Sorrento No. 1 Joint Venture                  
Reef Partners Sorrento No. 1 2002 Joint Venture                  
Reef-Toledo Bend #1 Joint Venture   3,257   178,884   3,257   178,884     2,056,147   3,085   576,876  
Reef Global Energy I, L.P.   1,152   60,947   1,152   60,947     2,510,997   16,554   596,650   2009
Reef-Bobcat Run Infield Drilling Joint Venture #1   9.768   536,661   6,797   373,415     4,292,061   6,441   1,204,188   2006
Reef-Bell City #7 Joint Venture   599   9,729   428   6,950     513,340   22,577    
Reef-Andrew Infield Drilling Joint Venture #1   1,910   189,001   1,433   141,817     12,616,218   38,380   4,109,225   2006
Reef Global Energy II, L.P.   662   10,747   662   10,747     9,842,796   23,131   2,180,520   2008
Reef-Backridge Infield Drilling No. 1 Joint Venture                  
Reef-Broussard Infield Development Joint Venture #1             23,635,258   112,428   4,387,630   2005
Reef-Treasure Isle Infield Development Joint Venture #1             7,731,888   10,925   1,610,185   2006
Reef-Bayou Carlin Infield Development No. 1 Joint Venture   n/a   n/a   n/a   n/a     n/a   n/a   n/a  
Reef Global Energy III, L.P.   n/a   n/a   n/a   n/a     n/a   n/a   n/a  
   
 
 
 
 
 
 
   
Total   907,542   19,546,775   673,505   14,505,521   $ 68,715,239   276,767   16,024,732    
   
 
 
 
 
 
 
   

        As of the date of this prospectus supplement, the 34 drilling ventures described in the tables above had drilled 42 wells. Of these 42 wells, 28 were exploratory wells and 14 were developmental wells. Of these 42 wells, 29 were completed and 13 (31%) were dry holes. Of the 29 wells completed as producers, 26 were commercially producing. Of the 29 wells completed as producers, 14 were subsequently abandoned.

        Reef Exploration and its affiliates also conducted drilling operations on ventures formed between 1988 and 1995. Since 1988, when Reef Exploration commenced operations, it has drilled a total of 97 wells including the wells described in the foregoing tables. Of these 97 wells, 63 were exploratory and 34 were developmental. Of these 97 wells, 54 were completed and 43 (44.3%) were dry holes. Of the 54 wells completed as producers, 50 were commercially producing. Of the 54 wells completed as

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producers, 21 were subsequently abandoned, 17 were subsequently sold, and 16 continue production of oil and gas.

        The nine income fund ventures formed by Reef Partners since 1999 primarily purchase working and royalty interests in producing oil and gas wells. These wells are generally operated by outside third parties. The income fund ventures do not participate in exploratory drilling. The ventures do participate in the drilling of additional developmental wells on properties purchased by the ventures. Since 1999, the ventures have participated as non-operating working interest owners in the drilling of eight developmental wells. All eight of the wells have been completed and are currently active producing wells.

        The narratives set forth below describe the thirteen ventures previously sponsored by Reef Exploration since 1996 and the thirty ventures previously sponsored by Reef Partners LLC since 1999.

        Reef Global Energy I, L.P. is a Nevada limited partnership formed to drill both exploratory and developmental wells. The partnership's offering period ended in December 2002. During 2004 and 2003, the partnership participated in the drilling of seven developmental wells and one exploratory well. Six of the developmental wells have discovered oil and gas, the first of which began production in June 2003. Two wells were plugged and abandoned. The producing wells are located in Oklahoma, Louisiana, Texas and the Gulf of Mexico.

        Reef Global Energy II, L.P. is a Nevada limited partnership formed to drill both exploratory and developmental wells. The partnership's offering period ended in December 2003. The partnership is currently conducting drilling operations and has drilled four productive wells as of June 30, 2004. Two additional wells are currently drilling, and one well has been plugged and abandoned. The partnership also purchased an interest in 12 producing wells in Louisiana and Texas. Subsequent to June 30, 2004, the partnership has committed funds to four additional developmental projects and to four workover projects on certain of the producing wells purchased. One of these projects has been drilled and the well is awaiting completion.

        Reef Global Energy III, L.P. is a Nevada limited partnership formed to drill both exploratory and developmental wells. The partnership's offering period ended in September 2004. The first partnership well has reached total depth and is expected to be completed as a producing well. The partnership has also purchased a royalty interest in a producing field in Louisiana that currently has four producing wells. In addition, the partnership has committed funds to five developmental and one exploratory project.

        Reef-Bell City 3-D L.P. is a Texas limited partnership formed to conduct and interpret three-dimensional seismic activities over a 14 square mile area in Calcasieu Parish, Louisiana, and to acquire oil and gas leasehold interests over selected acreage within this 14 square mile area. Seven selected leasehold interests have been contributed to drilling operations conducted by Reef-Bell City #1 L.P., Bell City #2 Joint Venture, Bell City #4 Joint Venture, Reef-Bell City #5 L.P., Reef-Bell City #6 L.P., and Reef Bell City #7 Joint Venture in exchange for a 12.5% carried working interest in the wells drilled upon such acreage. Six wells were completed as producers, four of which have been subsequently plugged and abandoned. Reef Exploration purchased a 1.99% interest in this partnership, and unrelated third parties purchased the remaining 98.01%. No Reef Exploration affiliate has any carried interest in the operations of this partnership.

        Reef-Savoie-Fontenot L.P. is a Texas limited partnership formed to drill two exploratory oil and gas wells. The first well was drilled to approximately 10,700 feet in Calcasieu Parish, Louisiana. A second well of approximately 11,100 feet was drilled in Jefferson Davis Parish, Louisiana. Both wells were successfully completed as producers, one of which was subsequently abandoned. Reef Exploration purchased a 1.3896% interest in this partnership, and unrelated third parties purchased the remaining 98.6104%. In addition, Pure Reef received a 25% carried working interest (18.75% net revenue

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interest) in these wells. This venture owns a 71.5% working interest (53.6% net revenue interest) in these wells.

        Hardison Sadler Joint Venture was a Texas general partnership formed to drill two exploratory oil and gas wells in Limestone County, Texas to depths of approximately 11,300 feet. Both wells were completed as producing wells. Neither well is producing at this time, and the venture has disposed of its interests in both wells to third parties. Reef Exploration purchased a 1.8083% interest in this partnership, and unrelated third parties purchased the remaining 98.1917%. In addition, Pure Reef received a 25% carried working interest (18.75% net revenue interest) in these wells. This venture owned a 71% working interest (53.25% net revenue interest) in these wells and has been dissolved.

        Holt Ranch No. 2-R Joint Venture was a Texas general partnership formed to re-enter and sidetrack one oil and gas well in Limestone County, Texas to a depth of approximately 12,500 feet. The well was completed as a producing well. The well has subsequently been plugged and abandoned. Reef Exploration purchased a 1.873811% interest in this partnership, and unrelated third parties purchased the remaining 98.126189%. In addition, Pure Reef received a 25% carried working interest (18.75% net revenue interest) in this well. This venture owned a 52.367187% working interest (40.0254% net revenue interest) in this well and has been dissolved.

        Valle Morado Joint Venture was a Texas general partnership formed to drill an exploratory well in Salta and Jujuy Provinces in the Republic of Argentina to a depth of approximately 21,000 feet. The well was completed and shut-in to await additional development of the reservoir and the construction of processing and transportation facilities. The venture, Reef Exploration and its affiliates all sold their interests to Compania General de Combustibles before the well was placed into production. Reef Exploration purchased a 1% interest in this partnership, and unrelated third parties purchased the remaining 99%. In addition, Pure Reef received a 25% carried working interest (20% net revenue interest) in this well. This venture owned a 28.8% working interest (23.04% net revenue interest) in this well and has been dissolved.

        Thunder Alley Joint Venture was a Texas general partnership formed to drill one exploratory oil and gas well in Jefferson Davis Parish, Louisiana of approximately 10,900 feet and one exploratory oil and gas well in Jasper County, Mississippi of approximately 15,500 feet. Both wells were successfully completed. Subsequently, the well in Louisiana was plugged and abandoned and the well in Mississippi was sold. Reef Exploration purchased a 2.3468% interest in this partnership, and unrelated third parties purchased the remaining 97.6532%. In addition, Pure Reef retained (i) a 25% carried working interest (18.18523% net revenue interest) in the Louisiana well and (ii) an 18.030316% carried working interest (13.54929% net revenue interest) in the Mississippi well. The venture owned a 73.0053% working interest (55.125% net revenue interest) in both wells and has been dissolved.

        West Bell City 3-D Joint Venture was a Texas general partnership formed to conduct and interpret three-dimensional seismic activities over a 17 square mile area in Calcasieu Parish, Louisiana, and to acquire oil and gas leasehold interests over selected acreage within the 17 square mile area. Two selected leasehold interests were contributed to drilling operations conducted by Bell City #3 Joint Venture and West Bell City #1-A Joint Venture in exchange for a 12.5% carried working interests in the wells drilled upon the acreage. Each of these wells was a dry hole. Reef Exploration purchased a 1% interest in this partnership, and unrelated third parties purchased the remaining 99%. This venture has been dissolved.

        Reef-Bell City #1 L.P. is a Texas limited partnership formed to drill two exploratory oil and gas wells in Calcasieu Parish, Louisiana. The two wells were drilled to depths of approximately 14,200 and 12,000 feet. Both wells were completed, but one was plugged and abandoned one year after drilling. The other well is producing oil and gas. Reef Exploration purchased a 2.616% interest in this partnership, and unrelated third parties purchased the remaining 97.384%. Pure Reef received a 25% carried working interest (18.75% net revenue interest) in these wells. Bell City 3-D L.P. received a

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12.5% carried working interest (9.375% net revenue interest) in these wells. This venture owns a 58.76% working interest (43.64% net revenue interest) in these wells.

        Northwest Bell City Joint Venture was a Texas general partnership formed to drill three exploratory oil and gas wells, one in Calcasieu Parish, Louisiana and two in Panola County, Texas. The Louisiana well was drilled to a depth of approximately 14,200 feet and the Texas wells were drilled to depths of approximately 6,500 feet (a re-entry well) and 9,700 feet. The Louisiana well was a dry hole. The Texas wells were completed, and both wells were subsequently sold to third parties. Reef Exploration purchased a 4.35163% interest in this partnership, and unrelated third parties purchased the remaining 95.34837%. Pure Reef received a 25% carried working interest (18% net revenue interest) in the Louisiana well and 18.75% carried working interests (14.06% net revenue interests) in the Texas wells. This venture owned a 72% working interest (51.84% net revenue interest) in the Louisiana well and 36% and 72% working interests (27% and 54% net revenue interests) in the Texas wells and has been dissolved.

        Bell City #2 Joint Venture was a Texas general partnership formed to drill one exploratory oil and gas well in Calcasieu Parish, Louisiana, to a depth of approximately 12,500 feet. The well was a dry hole. Reef Exploration purchased a 2.3944% interest in this partnership, and unrelated third parties purchased the remaining 97.6056%. Pure Reef received a 25% carried working interest (18.125% net revenue interest) in these wells. Reef-Bell City 3-D L.P. received a 12.5% carried working interest (9.0625% net revenue interest) in this well. This venture owned a 59.1662% working interest (42.8958% net revenue interest) in this well and has been dissolved.

        Bell City #3 Joint Venture was a Texas general partnership formed to drill one exploratory oil and gas well in Calcasieu Parish, Louisiana, to a depth of approximately 12,500 feet. The well was a dry hole. Reef Exploration purchased an 11.8711% interest in this partnership, and unrelated third parties purchased the remaining 88.1289%. Pure Reef received a 12.5% carried working interest (9% net revenue interest) in this well. West Bell City 3-D Joint Venture received a 12.5% carried working interest (9% net revenue interest) in this well. This venture owned a 72.72727% working interest (52.727271% net revenue interest) in this well and has been dissolved.

        Bell City #4 Joint Venture was a Texas general partnership formed to drill one exploratory oil and gas well in Calcasieu Parish, Louisiana, to a depth of approximately 12,600 feet. The well was completed but has subsequently been plugged and abandoned. Reef Exploration purchased a 1% interest in this partnership, and unrelated third parties purchased the remaining 99%. Pure Reef received a 12.5% carried working interest (9% net revenue interest) in this well. Reef-Bell City 3-D L.P. received a 12.5% carried working interest (9% net revenue interest) in this well. This venture owned a 72.91667% working