** **

**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 1O-K/A**

**AmendmentNo. 1**

 
| o          | ** ** | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31,  2004** |
|------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------|
|       |       | **OR**                                                                                                                                           |
| o          | ** ** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION**                            |
| ** ** | ** ** | ** **                                                                                                                                       |
|       | ** ** | **PERIOD  FROM                TO**                                         |

 

**Commissionfile number: 1-11748**

 

**Eastern American Natural Gas Trust**

(Exact name ofregistrant as specified in its Charter)

 
| **Delaware**                                                     | ** ** | **36-7034603**                        |
|------------------------------------------------------------------|------------|---------------------------------------|
| (State or other  Jurisdiction of  Incorporation or Organization) |       | (I.R.S. Employer  Identification No.) |

 

**JPMorganChase Bank, Trustee**

**InstitutionalTrust Services**

**700Lavaca, 2nd Floor**

**Austin,TX 78701**

(Address ofprincipal executive office) (Zip Code)

 

**(800)852-1422**

(Registrant’stelephone number, including area code)

 

 

Securitiesregistered pursuant to Section 12(b) of the Act:

 
| ** **                    | ** ** | **Name of Each Exchange** |
|-------------------------------|------------|---------------------------|
| **Title of Each Class**       | ** ** | **On Which Registered**   |
| ** **                    | ** ** | ** **                |
| Units of  Beneficial Interest |       | New York Stock  Exchange  |

 

Securitiesregistered pursuant to Section 12(g) of the Act:

**None**

 

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports) and (2) has been subject to such filingrequirements for the past 90 days: Yes o Noý(1)

 

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-Kis not contained herein, and will not be contained, to the best of theregistrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment to thisForm 10-K. ý

 

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2of the Act).  Yes ý  No o

 

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(1)TheRegistrant inadvertently did not file reports on Form 8-K for its 2004 secondand third quarter press releases announcing quarterly distributable income anddistribution amounts.

 

As of March 30,2005, 5,900,000 Units of Beneficial Interest in Eastern American Natural GasTrust have been issued, remain outstanding and are held by non-affiliates ofthe registrant (the “Outstanding Units”).

 

The aggregatemarket value of the Outstanding Units (minus the Withdrawn Units, as describedherein) at the closing sales price on June 30, 2004 of $23.37 wasapproximately $138 million.

 

DocumentsIncorporated By Reference:     None

 

 

 

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**EXPLANATORYNOTE**

This AmendmentNo. 1 on Form 10-K/A to the Trust’s Annual Report on Form 10-K for theyear ended December 31, 2004 amends and restates Item 9A, Controlsand Procedures, to include the Trustee’s report on internal control overfinancial reporting and the related Attestation Report ofPricewaterhouseCoopers LLP, an independent registered public accounting firm,which had been omitted from the Trust’s Annual Report on Form 10-K as filed onMarch 31, 2005 as permitted by an Order issued by the Securities and ExchangeCommission.

 

 

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**TABLE OFCONTENTS**
|                                                                |       |     |
|---------------------------------------------------------------------|------------|----------|
| ** **                                                          | ** ** | **Page** |
| Item 9A. Controls and Procedures                               |       | 1        |
|                                                                |       |     |
| Item 15. Exhibits, Financial Statement  Schedules              |       | 5        |
|                                                                |       |     |
| Signature                                                           |       | 6        |
| Certification Required By Rule 13a-14(a)/15d-14(a)                  |       |     |
| Certification Required By Rule 13a-14(b)/15d-14(b)  and Section 906 |       |     |

 

 

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**Item9A.  Controls and Procedures**

 

**Evaluationof Disclosure Controls and Procedures**

 

The Trusteemaintains disclosure controls and procedures designed to provide reasonableassurance that information required to be disclosed by the Trust in the reportsthat it files or submits under the Securities Exchange Act of 1934, as amended,is recorded, processed, summarized and reported within the time periodsspecified in the SEC’s rules and regulations.  Disclosure controls andprocedures include controls and procedures designed to provide reasonableassurance that information required to be disclosed by the Trust is accumulatedand communicated by several parties, including without limitation, the workinginterest owner, Eastern American Energy Corporation (“Eastern American”), andthe independent reserve engineer to JPMorgan Chase Bank, N.A., as Trustee ofthe Trust, and its employees who participate in the preparation of the Trust’speriodic reports as appropriate to allow timely decisions regarding requireddisclosure.  In addition, the Trustee is required by the Trust Agreementto engage and has engaged an independent registered public accounting firm toreview the quarterly financial statements of the Trust and audit the annualfinancial statements of the Trust, which includes financial data provided byEastern American.

 

The Bank of NewYork (the “former Trustee”) served as Trustee of the Trust throughDecember 31, 2004, and effective January 1, 2005, JPMorgan ChaseBank, N.A. (the “successor Trustee”) was appointed successor Trustee of theTrust.  As of December 31, 2004, theformer Trustee carried out an evaluation of the former Trustee’s disclosurecontrols and procedures, as defined under Rules 13a-15(e) and 15d-15(e) underthe Securities Exchange Act.  Mauro Palladino, a Managing Director of TheBank of New York, has concluded that the disclosure controls and procedures areeffective at the reasonable assurance level, while noting certain limitationson disclosure controls and procedures as set forth below.

 

The former Trusteenoted that due to the contractual arrangements of (i) the Trust Agreement and(ii) the rights of the Trustee under the Conveyances regarding informationfurnished by Eastern American, there are certain potential weaknesses that maylimit the effectiveness of disclosure controls and procedures established bythe Trustee or its employees and their ability to verify the accuracy ofcertain financial information.  The contractual limitations creatingpotential weaknesses in disclosure controls and procedures may be deemed toinclude:

 

•Eastern American and its consolidatedsubsidiaries manage (i) historical operating data, including productionvolumes, marketing of products, operating and capital expenditures,environmental and other liabilities, the effects of regulatory changes and thenumber of producing wells and acreage, (ii) plans for future operating andcapital expenditures and (iii) geological data relating to reserves. While the Trustee requests material information for use in periodic reports aspart of its disclosure controls and procedures, the Trustee does not managethis information, and relies to the extent considered reasonable on EasternAmerican to provide accurate and timely information when requested for use inthe Trust’s reports.

•Under the terms of the Trust Agreement,the Trustee is entitled to, and in fact does, rely upon in good faith, theindependent reserve engineer, as an expert with respect to the annual reservereport, which includes projected production, operating expenses and capitalexpenses.  Other than reviewing the financial and other informationprovided to the Trust by Eastern American on a quarterly basis, the formerTrustee made no independent or direct verification of this financial or otherinformation. While the former Trustee has no reason to believe its relianceupon this expert was unreasonable, this reliance on an expert and restrictedaccess to information may be viewed as a weakness.

 

JPMorganChase Bank, N.A., as successor Trustee of the Trust effective as of January 1,2005, and based in part on  informationand a certificate from The Bank of New York, which served as Trustee throughDecember 31, 2004, has concluded that the Trust’s disclosure controls andprocedures are effective at the reasonable assurance level.

 

The successorTrustee does not expect that the Trust’s disclosure controls and procedures orthe Trust’s internal control over financial reporting will prevent all errorsand all fraud.   Further, the designof disclosure controls and procedures and internal control over financialreporting must reflect the fact that there are resource constraints, and thebenefits of controls must be considered relative to their costs. Because of theinherent limitations

 

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in all control systems,no evaluation of controls can provide absolute assurance that all controlissues and instances of fraud, if any, have been detected.

 

Neither the formerTrustee nor the successor Trustee intends to expand its responsibilities beyondthose permitted or required by the Trust Agreement and those required underapplicable law.

 

**Changes in Internal Control Over FinancialReporting**

 

                As described elsewhereherein, The Bank of New York served as Trustee through December 31, 2004,and effective January 1, 2005, JPMorgan Chase Bank, N.A. was appointedsuccessor Trustee.  The evaluation described above of the disclosurecontrols and procedures as of December 31, 2004 was conducted by anofficer of The Bank of New York.  To the knowledge of the former Trusteeand of the successor Trustee, during the three-month period endedDecember 31, 2004, there has not been any change in the Trust’s internalcontrol over financial reporting, as such term is defined in Rules 13a-15(f)and 15d-15(f) under the Exchange Act that has materially affected, or isreasonably likely to materially affect, the Trust’s internal control overfinancial reporting.

 

**Trustee’sReport on Internal Control over Financial Reporting**

 

                The Trustee isresponsible for establishing and maintaining adequate internal control overfinancial reporting, as such term is defined in Rule 13a-15(f) promulgatedunder the Securities and Exchange Act of 1934, as amended. The successorTrustee conducted an evaluation of the effectiveness of the Trust’s internalcontrol over financial reporting based on the criteria established in *Internal Control-Integrated Framework*issued by the Committee of Sponsoring Organizations of the Treadway Commission.Based on the successor Trustee’s evaluation under the framework in *Internal Control-Integrated Framework*, thesuccessor Trustee concluded that the Trust’s internal control over financialreporting was effective as of December 31, 2004. The successor Trustee’sassessment of the effectiveness of the Trust’s internal control over financialreporting as of December 31, 2004 has been audited byPricewaterhouseCoopers LLP, an independent registered public accounting firm,as stated in their report which is included herein.

 

A registrant’sinternal control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A registrant’s internal control overfinancial reporting includes those policies and procedures that (i) pertain tothe maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the registrant; (ii)provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generallyaccepted accounting principles, and that receipts and expenditures of theregistrant are being made only in accordance with authorizations of managementand directors of the registrant; and (iii) provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition, use, ordisposition of the registrant s assets that could have a material effect on thefinancial statements.

 

Because of itsinherent limitations, internal control over financial reporting may not preventor detect misstatements. Also, projections of any evaluation of effectivenessto future periods are subject to the risk that controls may become inadequatebecause of changes in conditions, or that the degree of compliance with thepolicies or procedures may deteriorate.

 

**Report of Independent Registered Public AccountingFirm**

 

To the Unit Holders of Eastern American Natural Gas Trust and JP MorganChase Bank, N.A., Trustee

 

 

In our opinion,the Trustee’s assessment, included in the accompanying Trustee’s Report onInternal Control over Financial Reporting, that Eastern American Natural GasTrust (the Trust) maintained effective internal control over financialreporting as of December 31, 2004 based on criteria established in *Internal Control — Integrated Framework* issued by the Committeeof Sponsoring Organizations of the Treadway Commission (COSO), is fairly

 

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stated, in allmaterial respects, based on those criteria. Furthermore, in our opinion, the Trust maintained, in all materialrespects, effective internal control over financial reporting as of December31, 2004, based on criteria established in *Internal Control —Integrated Framework* issued by the COSO.  The Trustee is responsible for maintainingeffective internal control over financial reporting and for its assessment ofthe effectiveness of internal control over financial reporting.  Our responsibility is to express opinions onthe Trustee’s assessment and on the effectiveness of the Trust’s internalcontrol over financial reporting based on our audit.  We conducted our audit of internal controlover financial reporting in accordance with the standards of the Public CompanyAccounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtainreasonable assurance about whether effective internal control over financialreporting was maintained in all material respects.  An audit of internal control over financialreporting includes obtaining an understanding of internal control overfinancial reporting, evaluating the Trustee’s assessment, testing andevaluating the design and operating effectiveness of internal control, andperforming such other procedures as we consider necessary in thecircumstances.  We believe that our auditprovides a reasonable basis for our opinions.

 

The Trust’s internal control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles.  The Trust’s internal control over financialreporting includes those policies and procedures that (i) pertain to themaintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the Trust;(ii) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance withgenerally accepted accounting principles, and that receipts and expenditures ofthe Trust are being made only in accordance with authorizations of the Trustee;and (iii) provide reasonable assurance regarding prevention or timelydetection of unauthorized acquisition, use, or disposition of the Trust’sassets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financialreporting may not prevent or detect misstatements.  Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls maybecome inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

 

We have also audited, in accordance with the standards of the PublicCompany Accounting Oversight Board (United States), the financial statements ofEastern American Natural Gas Trust at December 31, 2004 and 2003 and for eachof the three years in the period ended December 31, 2004, and in our reportdated March 28, 2005 we expressed an unqualified opinion thereon.

 

 

PricewaterhouseCoopers LLP

Pittsburgh, Pennsylvania

May 2, 2005

 

 

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**Item 15.*Exhibits, Financial Statement Schedules.***

 
|                                                                                                         | ** ** | **Page  in this** |
|--------------------------------------------------------------------------------------------------------------|------------|-------------------|
| Reports                                                                                                      | ** ** | **Form  10-K**    |
| Reserve Report of Ryder Scott Company,  Independent Petroleum Engineers                                      |       | A-1 - A-5         |
|                                                                                                         |       |              |
| Financial  Statements                                                                                        |       |              |
|                                                                                                         |       |              |
| The following financial  statements are included in this Annual Report on Form 10-K on the pages  indicated: |       |              |
| Report of Independent Registered Public  Accounting Firm                                                     |       | F-2               |
| Statements of Assets, Liabilities and Trust  Corpus as of December 31, 2004 and 2003                    |       | F-3               |
| Statements of Distributable Income for the  years ended December 31, 2004, 2003 and 2002                |       | F-4               |
| Statements of Changes in Trust Corpus for  the years ended December 31, 2004, 2003 and 2002             |       | F-5               |
| Notes to Financial Statements                                                                                |       | F-6 - F-14        |

 

Schedules

All schedules have beenomitted because they are not required, not applicable or the informationrequired has been included elsewhere herein.

 

Exhibits

Except as otherwiseindicated below, all exhibits have previously been filed or are incorporatedherein by reference to the indicated exhibits to filings previously made by theregistrant with the Securities and Exchange Commission.   All referencesare to the registrant’s Registration Statement on Form S-1, Registration No.33-56336, except for Exhibit 3.1, which is incorporated by reference to theRegistrant’s Annual Report on Form 10-K for the year ended December 31,1994.

 
| **Exhibit  Number** |   |                                                                                                                                                       |
|---------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1                 |   | Second Amended and  Restated Trust Agreement of Eastern American Natural Gas Trust                                                                         |
| 4.1                 |   | Specimen Depositary  Receipt                                                                                                                               |
| 4.2                 |   | Form of NPI Royalty  Deposit Agreement                                                                                                                     |
| 10.1                |   | Form of Conveyance                                                                                                                                         |
| 10.2                |   | Form of Term NPI  Conveyance                                                                                                                               |
| 10.3                |   | Form of Gas Purchase Contract  between Eastern American Energy Corporation, Eastern American Marketing  Corporation and Eastern American Natural Gas Trust |
| 10.4                |   | Form of Conveyance of  Production Payment/Assignment of Production from Eastern American Natural Gas  Trust to Eastern American Marketing Corporation      |
| 10.5                |   | Form of Assignment and  Standby Performance Agreement                                                                                                      |
| 31*                 |   | Rule  13a-14(a)/15d-14(a) Certifications                                                                                                                   |
| 32*                 |   | Section 1350  Certifications                                                                                                                          |
| 99.1                |   | Press Release issued  November 9, 2004                                                                                                                |

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*Filed herewith

 

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**SIGNATURES**

 

**Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Actof 1934, the registrant has duly caused this Form 10-K/A to be signed on itsbehalf by the undersigned, thereunto duly authorized on this 2nd dayof May, 2005.**

 
|   | EASTERN AMERICAN  NATURAL GAS  TRUST |
|--------|--------------------------------------|
|   |                                 |   |
|   | By:                                  | JPMorgan Chase Bank,  N.A., Trustee |
|   |                                 |   |   |
|   |                                 | By: | /s/ Mike Ulrich |
|   |                                 | Name: | Mike Ulrich |
|   |                                 | Title: | Senior Vice President |

 

The Registrant,Eastern American Natural Gas Trust, has no principal executive officer,principal financial officer, controller or principal accounting officer, boardof directors or persons performing similar functions.  Accordingly, noadditional signatures are available and none have been provided.

 

 

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| **Exhibit  Number** |   |                                                                                                                                                       |
|---------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1                 |   | Second Amended and Restated Trust Agreement of  Eastern American Natural Gas Trust                                                                         |
| 4.1                 |   | Specimen Depositary Receipt                                                                                                                                |
| 4.2                 |   | Form of NPI Royalty Deposit Agreement                                                                                                                      |
| 10.1                |   | Form of Conveyance                                                                                                                                         |
| 10.2                |   | Form of Term NPI Conveyance                                                                                                                                |
| 10.3                |   | Form of Gas Purchase Contract between Eastern  American Energy Corporation, Eastern American Marketing Corporation and  Eastern American Natural Gas Trust |
| 10.4                |   | Form of Conveyance of Production Payment/Assignment  of Production from Eastern American Natural Gas Trust to Eastern American  Marketing Corporation      |
| 10.5                |   | Form of Assignment and Standby Performance Agreement                                                                                                       |
| 31*                 |   | Rule 13a-14(a)/15d-14(a) Certifications                                                                                                                    |
| 32*                 |   | Section 1350 Certifications                                                                                                                           |
| 99.1                |   | Press Release issued November 9, 2004                                                                                                                 |

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*Filed herewith

 

 

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