<PAGE> 1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 31, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-6959
MITCHELL ENERGY & DEVELOPMENT CORP.
(Exact name of registrant as specified in its charter)
TEXAS 74-1032912
(State of Incorporation) (I.R.S. Employer Identification No.)
2001 TIMBERLOCH PLACE
THE WOODLANDS, TEXAS 77380
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code: (713) 377-5500
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
Class A Common Stock, $.10 Par Value New York and Pacific
Class B Common Stock, $.10 Par Value New York and Pacific
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months, and (2) has
been subject to such filing requirements for the past 90
days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. (X)
The aggregate market value of voting stock held by nonaffiliates of the
registrant at March 31, 1994 was approximately $157,965,000.
Shares of common stock outstanding at March 31, 1994:
Class A - 23,563,836
Class B - 29,189,185
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by
reference into the indicated parts of this report:
Annual Report to Stockholders for the fiscal year ended
January 31, 1994 - Parts I and II.
Definitive Proxy Statement to be filed within 120 days after
January 31, 1994 - Part III.
================================================================================
<PAGE> 2
FORM 10-K/A
AMENDMENT NO. 2
The undersigned registrant hereby amends Exhibits No.s 99(a) and 99(b)
to its annual report on Form 10-K for the year ended January 31, 1994 as set
forth in the pages attached hereto:
Exhibit 99(a) - Form 11-K for the year ended January 31, 1994 for the
Mitchell Energy & Development Corp. Thrift and Savings Plan is
hereby amended to include the financial statements and schedules
required by that form and the related Report of Independent Public
Accountants on such statements and schedules together with their
consent to incorporate such report into previously filed Form S-8
registration statements.
Exhibit 99(b) - Form 11-K for the year ended January 31, 1994 for the
MND Hospitality, Inc. Thrift and Savings Plan is hereby amended to
include the financial statements and schedules required by that form
and the related Report of Independent Public Accountants on such
statements and schedules together with their consent to incorporate
such report into a previously filed Form S-8 registration statement.
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this amendment to be signed on its behalf
by the undersigned, thereunto duly authorized.
Mitchell Energy & Development Corp.
(Registrant)
By:_____________________________________
Philip S. Smith
Senior Vice President - Administration
Chief Financial Officer and
Principal Accounting Officer
Date: July 28, 1994
<PAGE> 3
Index to Exhibits
<TABLE>
<CAPTION>
Exhibit Description
- - ------- -----------
<S> <C>
99(a) Annual Report on Form 11-K for the fiscal year ended January 31, 1994 of
Mitchell Energy & Development Corp. Thrift and Savings Plan
99(b) Annual Report on Form 11-K for the fiscal year ended January 31, 1994 of
MND Hospitality, Inc. Thrift and Savings Plan
</TABLE>
<PAGE> 1
Exhibit 99(a)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 31, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-6959
_______________________
MITCHELL ENERGY & DEVELOPMENT CORP.
THRIFT AND SAVINGS PLAN
_______________________
MITCHELL ENERGY & DEVELOPMENT CORP.
(Name of issuer of securities held pursuant to the Plan)
P. O. Box 4000, The Woodlands, Texas 77387-4000
(Address of Plan and principal executive office of issuer)
<PAGE> 2
Mitchell Energy & Development Corp.
Thrift and Savings Plan
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Public Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Statement of Net Assets Available for Plan Benefits
January 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
January 31, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Statement of Changes in Net Assets Available for
Plan Benefits for the Year Ended
January 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
January 31, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Notes to Financial Statements--January 31, 1994 and 1993 . . . . . . . . . . . . . . . . . . . 7
Schedule I--Schedule of Assets Held for
Investment Purposes--January 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Schedule II--Schedule of Reportable Transactions
for the Year Ended January 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>
-1-
<PAGE> 3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the Mitchell
Energy & Development Corp. Thrift and Savings Plan:
We have audited the accompanying statements of net assets available for
plan benefits of the Mitchell Energy & Development Corp. Thrift and Savings
Plan as of January 31, 1994 and 1993, and the related statements of changes in
net assets available for plan benefits for the years then ended. These
financial statements and the schedules referred to below are the responsibility
of Mitchell Energy & Development Corp.'s management. Our responsibility is to
express an opinion on these financial statements and schedules based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan benefits of
the Mitchell Energy & Development Corp. Thrift and Savings Plan as of January
31, 1994 and 1993, and the changes in net assets available for plan benefits
for the years then ended, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes as of January 31, 1994 and reportable transactions
for the year then ended are presented for purposes of additional analysis and
are not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules have been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, are fairly stated, in all material respects, in relation to the basic
financial statements taken as a whole.
As explained in note (d) to the schedule of reportable transactions,
information certified by Merrill Lynch Trust Company of Somerset, New Jersey,
does not include certain information required to be disclosed by the
Department of Labor's Rules and Regulations for Reporting and Disclosures under
the Employee Retirement Income Security Act of 1974.
ARTHUR ANDERSEN & CO.
Houston, Texas
June 17, 1994
-2-
<PAGE> 4
Mitchell Energy & Development Corp.
Thrift and Savings Plan
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
JANUARY 31, 1994
<TABLE>
<CAPTION>
Mutual Funds
---------------------------------------------------
MEDC Merrill
Common Fixed Lynch Merrill
Stock Income AIM Franklin Basic Lynch
Fund Fund Value Income Value Capital
----------- -------------- ----------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments (at fair values)
MEDC Common Stock
Class A . . . . . . . . . . . $10,754,950 $ - $ - $ - $ - $ -
Class B . . . . . . . . . . . 11,395,844 - - - - -
Merrill Lynch Retirement
Preservation Trust . . . . . - 40,187,394 - - - -
Group annuity contracts
Allstate Insurance Company . - 6,278,276 - - - -
Southwestern Life
Insurance Company . . . . . - 4,801,542 - - - -
Mutual Funds . . . . . . . . . . - 1,528,079 288,700 7,830,854 8,831,367
Participants Loans . . . . . . . - - - - - -
Merrill Lynch CMA Money Fund . . 14,181 598,409 - - 4,021 12,852
----------- ----------- ---------- -------- ---------- ----------
22,164,975 51,865,621 1,528,079 288,700 7,834,875 8,844,219
Due from trustee . . . . . . . . . - 5,547 4,692 - - -
----------- ----------- ---------- -------- ---------- ----------
Total assets . . . . . . . . 22,164,975 51,871,168 1,532,771 288,700 7,834,875 8,844,219
LIABILITIES . . . . . . . . . . . . - - - - - -
----------- ----------- ---------- -------- ---------- ----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS . . . . . . . $22,164,975 $51,871,168 $1,532,771 $288,700 $7,834,875 $8,844,219
----------- ----------- ---------- -------- ---------- ----------
----------- ----------- ---------- -------- ---------- ----------
</TABLE>
<TABLE>
<CAPTION>
Mutual Funds
-------------------------------------------------------------
Merrill Oppenheimer Transamerica
Lynch New Main Street Special
Global York Income Emerging Loan
Allocation Venture & Growth Growth Fund Total
----------- ------------ ------------ -------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments (at fair values)
MEDC Common Stock
Class A . . . . . . . . . . . $ - $ - $ - $ - $ - $ 10,754,950
Class B . . . . . . . . . . . - - - - - 11,395,844
Merrill Lynch Retirement
Preservation Trust . . . . . - - - - - 40,187,394
Group annuity contracts
Allstate Insurance Company . - - - - - 6,278,276
Southwestern Life
Insurance Company . . . . . - - - - - 4,801,542
Mutual Funds . . . . . . . . . . 1,891,557 1,272,947 1,013,844 86,620 - 22,743,968
Participants Loans . . . . . . . - - - - 3,336,972 3,336,972
Merrill Lynch CMA Money Fund . . 1,622 - 1,187 - - 632,272
---------- ---------- ---------- ------- ---------- ------------
1,893,179 1,272,947 1,015,031 86,620 3,336,972 100,131,218
Due from trustee . . . . . . . . . - - 4,854 10,787 - 25,880
---------- ---------- ---------- ------- ---------- ------------
Total assets . . . . . . . . 1,893,179 1,272,947 1,019,885 97,407 3,336,972 100,157,098
LIABILITIES . . . . . . . . . . . . - - - - - -
---------- ---------- ---------- ------- ---------- ------------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS . . . . . . . $1,893,179 $1,272,947 $1,019,885 $97,407 $3,336,972 $100,157,098
---------- ---------- ---------- ------- ---------- ------------
---------- ---------- ---------- ------- ---------- ------------
</TABLE>
_________________________________
The accompanying notes are an integral part of this statement.
-3-
<PAGE> 5
Mitchell Energy & Development Corp.
Thrift and Savings Plan
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
JANUARY 31, 1993
<TABLE>
<CAPTION>
Mutual Funds
----------------------
MEDC Merrill
Common Fixed Lynch Merrill
Stock Income Basic Lynch Loan
Fund Fund Value Capital Fund Total
----------- ------------- --------- --------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments (at fair values)
MEDC Common Stock
Class A . . . . . . . . . . $14,192,179 $ - $ - $ - $ - $14,192,179
Class B . . . . . . . . . . 13,781,392 - - - - 13,781,392
Merrill Lynch Retirement
Preservation Trust . . . . - 22,624,986 - - - 22,624,986
Group annuity contracts
Allstate Insurance Company - 5,742,436 - - - 5,742,436
Southwestern Life
Insurance Company . . . - 4,411,598 - - - 4,411,598
Pan American Life
Insurance Company . . . - 3,765,976 - - - 3,765,976
Mutual Funds . . . . . . . . . - - 5,181,659 6,792,567 - 11,974,226
Participant Loans . . . . . . - - - - 2,390,359 2,390,359
Merrill Lynch CMA
Money Fund . . . . . . . . 22,287 90,873 - - - 113,160
----------- ----------- ---------- ---------- ---------- -----------
27,995,858 36,635,869 5,181,659 6,792,567 2,390,359 78,996,312
Cash . . . . . . . . . . . . . . - 46,517 225,808 72,744 - 345,069
----------- ----------- ---------- ---------- ---------- -----------
Total assets . . . . . . . 27,995,858 36,682,386 5,407,467 6,865,311 2,390,359 79,341,381
----------- ----------- ---------- ---------- ---------- -----------
LIABILITIES
Due to (from) Trustee . . . . . . 72,807 (54,767) 208,917 41,285 - 268,242
Due to (from) other funds . . . . (61,572) 61,572 - - - -
----------- ----------- ---------- ---------- ---------- -----------
Total liabilities . . . . . 11,235 6,805 208,917 41,285 - 268,242
----------- ----------- ---------- ---------- ---------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS . . . . . . $27,984,623 $36,675,581 $5,198,550 $6,824,026 $2,390,359 $79,073,139
----------- ----------- ---------- ---------- ---------- -----------
----------- ----------- ---------- ---------- ---------- -----------
</TABLE>
_________________________________
The accompanying notes are an integral part of this statement.
-4-
<PAGE> 6
Mitchell Energy & Development Corp.
Thrift and Savings Plan
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED JANUARY 31, 1994
<TABLE>
<CAPTION>
Mutual Funds
-----------------------------------------------------
MEDC Merrill
Common Fixed Lynch Merrill
Stock Income AIM Franklin Basic Lynch
Fund Fund Value Income Value Capital
------------ ----------- ------------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Investment income
Interest income . . . . . . . . $ 5,255 $ 3,351,413 $ - $ - $ - $ -
Mutual fund distributions . . . - - 38,073 - 436,195 562,885
Cash dividends . . . . . . . . . 584,904 - - - - -
------------ ----------- ------------- ----------- ------------ -----------
590,159 3,351,413 38,073 - 436,195 562,885
Realized and unrealized
appreciation of investments . . 8,934,884 - 51,928 1,402 878,978 658,612
Contributions
Members . . . . . . . . . . . . 1,159,327 2,858,062 28,791 1,468 564,291 704,030
Company . . . . . . . . . . . . 949,692 2,120,071 21,083 1,074 439,614 543,533
Forfeitures utilized . . . . . . (11,628) (17,947) - - (1,850) (10,047)
Notes receivable from members
New loans made . . . . . . . . . (317,034) (1,421,064) (523) - (131,931) (216,074)
Principal payments received . . 240,748 578,277 3,237 203 123,501 146,047
Distributions to
withdrawing members . . . . . . (1,021,492) (3,056,469) - - (87,335) (115,716)
Transfers from MND Hospitality, Inc.
Thrift and Savings Plan . . . . - - - - 8,457 16,563
Interfund transfers . . . . . . . . (16,344,304) 10,783,244 1,390,182 284,553 406,405 (269,640)
------------ ----------- ------------- ----------- ------------ -----------
Increase (decrease) in net assets . (5,819,648) 15,195,587 1,532,771 288,700 2,636,325 2,020,193
Net assets available for plan
benefits, beginning of year . . 27,984,623 36,675,581 - - 5,198,550 6,824,026
------------ ----------- ------------- ----------- ------------ -----------
Net assets available for plan
benefits, end of year . . . . . $ 22,164,975 $51,871,168 $ 1,532,771 $ 288,700 $ 7,834,875 $ 8,844,219
------------ ----------- ------------- ----------- ------------ -----------
------------ ----------- ------------- ----------- ------------ -----------
</TABLE>
<TABLE>
<CAPTION>
Mutual Funds
----------------------------------------------------------
Merrill Oppenheimer Transamerica
Lynch New Main Street Special
Global York Income Emerging Loan
Allocation Venture & Growth Growth Fund Total
------------ ------------- ------------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Investment income
Interest income . . . . . . . . $ - $ - $ - $ - $ 242,735 $ 3,599,403
Mutual fund distributions . . . 59,628 44,882 - - - 1,141,663
Cash dividends . . . . . . . . . - - - - - 584,904
------------ ------------- ------------- ---------- ----------- ------------
59,628 44,882 - - 242,735 5,325,970
Realized and unrealized
appreciation of investments . . 37,251 18,071 21,448 2,040 - 10,604,614
Contributions
Members . . . . . . . . . . . . 31,106 26,233 2,994 242 - 5,376,544
Company . . . . . . . . . . . . 22,329 19,612 2,514 235 - 4,119,757
Forfeitures utilized . . . . . . - - - - - (41,472)
Notes receivable from members
New loans made . . . . . . . . . (517) (7,760) - - 2,094,903 -
Principal payments received . . 6,899 3,697 215 4 (1,102,828) -
Distributions to
withdrawing members . . . . . . - - - - (45,462) (4,326,474)
Transfers from MND Hospitality, Inc.
Thrift and Savings Plan . . . . - - - - - 25,020
Interfund transfers . . . . . . . . 1,736,483 1,168,212 992,714 94,886 (242,735) -
------------ ------------- ------------- ---------- ----------- ------------
Increase (decrease) in net assets . 1,893,179 1,272,947 1,019,885 97,407 946,613 21,083,959
Net assets available for plan
benefits, beginning of year . . - - - - 2,390,359 79,073,139
------------ ------------- ------------- ---------- ----------- ------------
Net assets available for plan
benefits, end of year . . . . . $ 1,893,179 $ 1,272,947 $ 1,019,885 $ 97,407 $ 3,336,972 $100,157,098
------------ ------------- ------------- ---------- ----------- ------------
------------ ------------- ------------- ---------- ----------- ------------
</TABLE>
__________________________________
The accompanying notes are an integral part of this statement.
-5-
<PAGE> 7
Mitchell Energy & Development Corp.
Thrift and Savings Plan
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED JANUARY 31, 1993
<TABLE>
<CAPTION>
Mutual Funds
-----------------------
MEDC Merrill
Common Fixed Lynch Merrill
Stock Income Basic Lynch Loan
Fund Fund Value Capital Fund Total
----------- ----------- ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Investment income
Interest income . . . . . . . . . $ - $ 2,644,844 $ - $ - $ 206,658 $ 2,851,502
Mutual fund distributions
and other . . . . . . . . . . . 1,268 4,964 213,911 436,601 - 656,744
Cash dividends . . . . . . . . . 718,789 - - - - 718,789
----------- ----------- ---------- ----------- ---------- -----------
720,057 2,649,808 213,911 436,601 206,658 4,227,035
Realized and unrealized appreciation
(depreciation) of investments . . 3,104,563 - 439,244 (21,109) - 3,522,698
Contributions
Members . . . . . . . . . . . . . 1,481,758 2,533,881 493,778 674,773 - 5,184,190
Company . . . . . . . . . . . . . 1,210,860 1,872,092 373,578 515,008 - 3,971,538
Forfeitures utilized . . . . . . (25,299) (45,336) (7,312) (4,869) - (82,816)
Notes receivable from members
New loans made . . . . . . . . . (437,248) (813,277) (152,473) (133,392) 1,536,390 -
Principal payments received . . . 270,792 399,951 66,646 96,416 (833,805) -
Distributions to
withdrawing members . . . . . . . (1,534,339) (3,221,010) (176,741) (300,606) (66,783) (5,299,479)
Transfers from MND Hospitality, Inc.
Thrift and Savings Plan . . . . . - 5,800 - - - 5,800
Interfund transfers . . . . . . . . (2,344,081) 2,919,423 55,666 (424,350) (206,658) -
----------- ----------- ---------- ----------- ---------- -----------
Increase in net assets . . . . . . 2,447,063 6,301,332 1,306,297 838,472 635,802 11,528,966
Net assets available for plan
benefits, beginning of year . . 25,537,560 30,374,249 3,892,253 5,985,554 1,754,557 67,544,173
----------- ----------- ---------- ----------- ---------- -----------
Net assets available for plan
benefits, end of year . . . . . $27,984,623 $36,675,581 $5,198,550 $ 6,824,026 $2,390,359 $79,073,139
----------- ----------- ---------- ----------- ---------- -----------
----------- ----------- ---------- ----------- ---------- -----------
</TABLE>
__________________________________
The accompanying notes are an integral part of this statement.
-6-
<PAGE> 8
Mitchell Energy & Development Corp.
Thrift and Savings Plan
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 1994 AND 1993
(1) SUMMARY OF THE PLAN
GENERAL
The Mitchell Energy & Development Corp. Thrift and Savings Plan (the
Plan) was adopted by Mitchell Energy & Development Corp. (MEDC) and certain of
its subsidiaries (collectively the Company) to encourage their employees to
provide additional security for their retirement. Full-time employees of the
Company are eligible to become members of the Plan on the first of the month
following their completion of a one-month eligibility period. Members should
refer to the Plan document for a complete description of the Plan's provisions.
AMENDMENTS TO THE PLAN
On June 24, 1992, stockholders of MEDC approved a reclassification of
its common stock into two new classes, designated Class A and Class B, both of
which are traded on the New York Stock Exchange. The Plan was amended during
fiscal 1993 to require that any investment in MEDC common stock, whether as an
initial contribution or as a transfer from another investment fund, be made in
an equal number of shares of each class. A member may, however, direct the
disposition of some or all of only a single class of common stock.
ADMINISTRATION
The Plan is administered by an administrative committee consisting of
six persons appointed by the Board of Directors of MEDC. The committee has
broad responsibilities regarding the supervision and administration of the
Plan. Members of the committee receive no compensation for their services, and
all administrative expenses have been paid by the Company. Should the Company
choose not to pay such expenses in the future, however, they would be paid by
the Plan and charged to the members' accounts.
TRUSTEE
Plan investments are held by Merrill Lynch Trust Company of Somerset,
New Jersey (Trustee), as trustee of the Plan. The Trustee receives
contributions, makes payments to members in accordance with the terms of the
Plan and has investment management authority where investment discretion is
placed with the Trustee.
BASIS OF ACCOUNTING
The records of the Plan are maintained on the accrual basis of
accounting for financial reporting purposes. For financial statement purposes,
Plan investments are carried at market values which are determined based upon
published market quotations or contract values supplied by the Trustee or
applicable insurance company for all investments other than participant loans.
CONTRIBUTIONS AND INVESTMENT OPTIONS
Members may elect, with certain limitations, to reduce their
compensation by instructing the Company to contribute from 1% to 16% of their
base salary to the Plan on a pretax basis. Amounts so deferred, as limited by
applicable Federal income tax regulations, are not included in a member's
adjusted gross income for Federal income tax purposes in the year the income is
deferred and contributed to the Plan.
-7-
<PAGE> 9
Members are also allowed to make after-tax contributions to the Plan.
The total of a member's pretax and after-tax contribution may not exceed 16% of
base salary. After-tax contributions are included in the member's adjusted
gross income for Federal income tax purposes in the year the income is earned
and contributed to the Plan.
The Company makes contributions to the Plan that match member
contributions dollar-for-dollar up to 6% of base salary.
Members may direct the Trustee to invest their contributions in one or
more of the investment funds listed below. The number of participants (some of
whom participate in more than one fund) in each investment fund at January 31,
1994 and 1993 and the investment objectives of the various funds are as
follows:
<TABLE>
<CAPTION>
1994 1993 Investment Objectives
----- ----- --------------------------------------------------
<S> <C> <C> <C>
MEDC Common Stock Fund 1,092 1,214 Invest in stock of MEDC
Fixed Income Fund 1,592 1,435 Income investments, consisting of guaranteed investment contracts; U.S.
government securities and money market securities.
Mutual Funds
AIM Value Fund 149 - Capital appreciation, invests primarily in equity securities.
Franklin Income Fund 44 - Income, invests in equity and debt securities and cash or cash
equivalents.
Merrill Lynch Basic 560 495 Capital appreciation, invests primarily in equity securities.
Value Fund, Inc.
Merrill Lynch 687 662 Income and capital appreciation, invests in equity, debt and convertible
Capital Fund, Inc. securities.
Merrill Lynch Global 172 - Income and capital appreciation, invests in United States and foreign
Allocation Fund, Inc. equity, debt and money market securities.
New York Venture Fund, Inc. 146 - Capital appreciation, invests in equity and convertible securities.
Oppenheimer Main Street 84 - Income and capital appreciation, invests in equity and debt securities.
Income and Growth
Transamerica Special 14 - Capital appreciation, invests in equity securities of rapidly growing
Emerging Growth Fund small and medium sized companies.
</TABLE>
VESTING
A member becomes vested in the Company's matching contributions upon
completing five years of vesting service. A year of vesting service is defined
as the completion of 365 days of service.
FORFEITURES
When a member who has not yet vested terminates employment, the value
of his/her share of Company contributions is forfeited and used to reduce
future Company contributions. If the member is re-employed before completing a
break in service, as defined by the Plan, Company contributions will be
reinstated upon the member's reinvestment of applicable amounts in the Plan.
-8-
<PAGE> 10
DISTRIBUTIONS, WITHDRAWALS AND LOANS
A withdrawing member is entitled to receive the value of his/her
contributions and, upon retirement, death, permanent disability or termination
after having completed five years of vesting service, is also entitled to
receive 100% of the value of applicable Company contributions.
Distributions of member account balances invested in the MEDC Common
Stock Fund are made in kind with fractional shares paid in cash. Distributions
from the other investment funds are paid in cash. A member may request a cash
distribution from the MEDC Common Stock Fund in lieu of stock, subject to
procedures established by the administrative committee.
Section 1.401(k)-1 of the Internal Revenue Code restricts the
withdrawals that members may make from their pretax contributions. Such
withdrawals are limited to instances of a member's death, retirement,
disability, separation from service, attainment of age 59-1/2 or conditions of
severe hardship.
The Plan prescribes that members who make withdrawals of earnings, as
defined by the Plan, will not be permitted to make contributions to the Plan
during a six-month suspension period following the withdrawal. No such
suspension period is applicable to withdrawals of member contributions or
approved, severe-hardship withdrawals. Member account balances pledged to
secure loans may not be withdrawn from the Plan.
Withdrawals may be made on the first day of each month, but only once
during a twelve-month period. Fund balances arising from a member's rollover
of balances from other plans may be withdrawn at any time without penalty.
Amounts payable to terminated and withdrawing members totaled $580,867
and $137,836 at January 31, 1994 and 1993, respectively.
The administrative committee may direct the Trustee to make loans.
Members are eligible to borrow 50% of the vested value of their total Plan
investments with a minimum loan of $1,000 and a maximum loan of $50,000. All
loans are evidenced by notes, which are secured by the member's account and
bear interest at rates established by the administrative committee.
Notes receivable from members are reported as an asset of the Loan
Fund and payments received, including interest, are transferred to the
investment funds based on the member's current contribution election.
TERMINATION
The Company can terminate the Plan at its option. If the Plan is
terminated, and after all expenses are paid, any unallocated contributions,
forfeitures, income and expenses will be allocated among the members' accounts.
All members will then be fully vested and will be entitled to receive all
amounts then credited to their accounts.
(2) FEDERAL INCOME TAX STATUS
The Plan obtained its latest determination letter on July 6, 1992, in
which the Internal Revenue Service stated that the Plan, as then designed, was
in compliance with the applicable requirements of the Internal Revenue Code.
Although the Plan has been amended since that letter, these amendments were
technical in nature and management and in-house legal counsel believe that the
Plan is currently designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code and was tax exempt as of January 31,
1994 and 1993.
-9-
<PAGE> 11
SCHEDULE I
Mitchell Energy & Development Corp.
Thrift and Savings Plan
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
JANUARY 31, 1994
<TABLE>
<CAPTION>
Current
Cost Value
----------- -----------
<S> <C> <C>
Mitchell Energy & Development Corp. (a)
Class A Common Stock (506,115 shares) . . . . . . . . . . . . . . . . $ 8,690,878 $ 10,754,950
Class B Common Stock (526,975 shares) . . . . . . . . . . . . . . . . 8,920,079 11,395,844
----------- ------------
17,610,957 22,150,794
----------- ------------
Merrill Lynch Retirement Preservation Trust (a)(b)(c) . . . . . . . . . . 40,187,394 40,187,394
Group annuity contracts
Allstate Insurance Company (9.35%) (b) . . . . . . . . . . . . . . . . 6,278,276 6,278,276
Southwestern Life Insurance Company (8.84%) (b) . . . . . . . . . . . 4,801,542 4,801,542
----------- ------------
51,267,212 51,267,212
----------- ------------
Mutual Funds
AIM Value Fund (69,585 units) . . . . . . . . . . . . . . . . . . . . 1,474,693 1,528,079
Franklin Income Fund (116,883 units) . . . . . . . . . . . . . . . . . 287,298 288,700
Merrill Lynch Basic Value Fund, Inc. (322,257 units) . . . . . . . . . 6,723,465 7,830,854
Merrill Lynch Capital Fund, Inc. (303,901 units) . . . . . . . . . . . 7,885,321 8,831,367
Merrill Lynch Global Allocation Fund, Inc. (138,272 units) . . . . . . 1,857,805 1,891,557
New York Venture Fund, Inc. (100,469 units) . . . . . . . . . . . . . 1,251,879 1,272,947
Oppenheimer Main Street Income & Growth (44,663 units) . . . . . . . . 992,429 1,013,844
Transamerica Special Emerging Growth Fund (3,213 units) . . . . . . . 84,580 86,620
----------- ------------
20,557,470 22,743,968
----------- ------------
Participant Loans, at interest rates ranging from 8% to 13.5% . . . . . . 3,336,972 3,336,972
----------- ------------
Merrill Lynch CMA Money Fund . . . . . . . . . . . . . . . . . . . . . . 632,272 632,272
----------- ------------
$93,404,883 $100,131,218
----------- ------------
----------- ------------
</TABLE>
__________________________________
(a) Party-in-interest to the Plan.
(b) Unit value of $1.00.
(c) The average yield for this trust was approximately
7.04% during the year ended January 31, 1994.
-10-
<PAGE> 12
SCHEDULE II
Mitchell Energy & Development Corp.
Thrift and Savings Plan
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED JANUARY 31, 1994(d)
<TABLE>
<CAPTION>
Purchases (a) Sales (a)(b)
------------------------ -------------------------------------------------
Number Total Number Total Total Cost
of Trans- Purchase of Trans- Selling of Assets Net
actions Price actions Price Sold (c) Gain
---------- ----------- --------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Mitchell Energy & Development Corp.
Class A Common Stock . . . . . . . . . 305 $ 3,120,278 260 $10,624,623 $7,787,304 $2,837,319
Class B Common Stock . . . . . . . . . 306 3,145,387 264 10,398,703 7,773,335 2,625,368
Merrill Lynch Retirement
Preservation Trust . . . . . . . . . . 545 28,996,677 256 13,692,051 13,692,051 -
Merrill Lynch Capital Fund, Inc . . . . . 314 3,915,863 151 2,535,675 2,431,612 104,063
Merrill Lynch Basic Value Fund, Inc . . . 321 4,127,849 126 2,357,632 2,127,340 230,292
</TABLE>
__________________________________
(a) Prices for purchases and sales were equal to current market values on the
dates of the transactions and were net of expenses incurred in connection
with the transactions.
(b) Sales include in-kind distributions, where applicable.
(c) Weighted average historical cost is used to determine the cost of
assets sold.
(d) The Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974 require disclosure
of purchase and sale transactions in excess of 5% of plan assets. Fiscal
1994 purchases and sales transactions involving the Merrill Lynch CMA Money
Fund exceeded this threshold. These transactions have been excluded from
this schedule, however, because the Trustee, who has applied for a
Department of Labor advisory opinion requesting an exemption from the
reportable transaction requirements for the CMA Money Fund transactions, did
not provide the Plan sponsor with this information.
-11-
<PAGE> 13
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our report dated June 17, 1994, on the financial statements of the Mitchell
Energy & Development Corp. Thrift and Savings Plan included in this Form
10-K/A, Amendment No. 2 (which relates to such Plan's Form 11-K for the year
ended January 31, 1994) into the previously filed Form S-8 Registration
Statements Numbers 33-26276 and 2-86550.
ARTHUR ANDERSEN & CO.
Houston, Texas
July 27, 1994
<PAGE> 1
Exhibit 99(b)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 31, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-6959
_______________________
MND HOSPITALITY, INC.
THRIFT AND SAVINGS PLAN
_______________________
MITCHELL ENERGY & DEVELOPMENT CORP.
(Name of issuer of securities held pursuant to the Plan)
P. O. Box 4000, The Woodlands, Texas 77387-4000
(Address of Plan and principal executive office of issuer)
<PAGE> 2
MND Hospitality, Inc.
Thrift and Savings Plan
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Public Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Statement of Net Assets Available for Plan Benefits
January 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
January 31, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Statement of Changes in Net Assets Available for
Plan Benefits for the Year Ended
January 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
January 31, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Notes to Financial Statements--January 31, 1994 and 1993 . . . . . . . . . . . . . . . . . . . 7
Schedule I--Schedule of Assets Held for
Investment Purposes--January 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Schedule II--Schedule of Reportable Transactions
for the Year Ended January 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>
-1-
<PAGE> 3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
MND Hospitality, Inc. Thrift and Savings Plan:
We have audited the accompanying statements of net assets available for
plan benefits of the MND Hospitality, Inc. Thrift and Savings Plan as of
January 31, 1994 and 1993, and the related statements of changes in net assets
available for plan benefits for the years then ended. These financial
statements and the schedules referred to below are the responsibility of
Mitchell Energy & Development Corp.'s management. Our responsibility is to
express an opinion on these financial statements and schedules based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of the MND
Hospitality, Inc. Thrift and Savings Plan as of January 31, 1994 and 1993, and
the changes in net assets available for plan benefits for the years then ended,
in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes as of January 31, 1994 and reportable transactions
for the year then ended are presented for purposes of additional analysis and
are not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules have been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, are fairly stated, in all material respects, in relation to the basic
financial statements taken as a whole.
As explained in note (d) to the schedule of reportable transactions,
information certified by Merrill Lynch Trust Company of Somerset, New Jersey,
does not include certain information required to be disclosed by the Department
of Labor's Rules and Regulations for Reporting and Disclosures under the
Employee Retirement Income Security Act of 1974.
ARTHUR ANDERSEN & CO.
Houston, Texas
June 17, 1994
-2-
<PAGE> 4
MND Hospitality, Inc.
Thrift and Savings Plan
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
JANUARY 31, 1994
<TABLE>
<CAPTION>
Mutual Funds
----------------------------------------------
MEDC Merrill Merrill
Common Fixed Lynch Merrill Lynch New
Stock Income AIM Basic Lynch Global York Loan
Fund Fund Value Value Capital Allocation Venture Fund Total
-------- ---------- ----- ------- ------- ---------- ------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments (at fair values)
MEDC Common Stock
Class A . . . . . . . . . . . . . . $203,363 $ - $ - $ - $ - $ - $ - $ - $ 203,363
Class B . . . . . . . . . . . . . . 228,814 - - - - - - - 228,814
Merrill Lynch Retirement
Preservation Trust . . . . . . . . - 1,259,229 - - - - - - 1,259,229
Group annuity contracts
Allstate Insurance Company . . . . - 197,241 - - - - - - 197,241
Southwestern Life
Insurance Company . . . . . . . . - 160,221 - - - - - - 160,221
Mutual Funds . . . . . . . . . . . . . - - 373 161,303 297,371 4,761 342 - 464,150
Participant Loans . . . . . . . . . . . - - - - - - - 123,160 123,160
Merrill Lynch CMA Money Fund . . . . . 399 1,003 - 13,068 9 - - - 14,479
-------- ---------- ---- -------- -------- ------ ---- -------- ----------
Total assets . . . . . . . . . . . 432,576 1,617,694 373 174,371 297,380 4,761 342 123,160 2,650,657
LIABILITIES . . . . . . . . . . . . . . . - - - - - - - - -
-------- ---------- ---- -------- -------- ------ ---- -------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS. . $432,576 $1,617,694 $373 $174,371 $297,380 $4,761 $342 $123,160 $2,650,657
-------- ---------- ---- -------- -------- ------ ---- -------- ----------
-------- ---------- ---- -------- -------- ------ ---- -------- ----------
</TABLE>
__________________________________
The accompanying notes are an integral part of this statement.
-3-
<PAGE> 5
MND Hospitality, Inc.
Thrift and Savings Plan
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
JANUARY 31, 1993
<TABLE>
<CAPTION>
Mutual Funds
------------------------
MEDC Merrill
Common Fixed Lynch Merrill
Stock Income Basic Lynch Loan
Fund Fund Value Capital Fund Total
---------- ------------ ---------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments (at fair values)
MEDC Common Stock
Class A . . . . . . . . . . . . $ 149,546 $ - $ - $ - $ - $ 149,546
Class B . . . . . . . . . . . . 143,808 - - - - 143,808
Merrill Lynch Retirement
Preservation Trust . . . . . . - 932,839 - - - 932,839
Group annuity contracts
Allstate Insurance Company . . - 179,390 - - - 179,390
Southwestern Life
Insurance Company . . . . . . - 147,170 - - - 147,170
Pan American Life
Insurance Company . . . . . . - 137,009 - - - 137,009
Mutual Funds . . . . . . . . . . . - - 148,279 207,158 - 355,437
Participant Loans . . . . . . . . . - - - 90,846 90,846
Merrill Lynch CMA Money Fund . . . 2,874 1,848 - - - 4,722
---------- ------------ ---------- ---------- --------- ------------
296,228 1,398,256 148,279 207,158 90,846 2,140,767
Cash . . . . . . . . . . . . . . . . - 399 557 544 - 1,500
---------- ------------ ---------- ---------- --------- ------------
Total assets . . . . . . . . . 296,228 1,398,655 148,836 207,702 90,846 2,142,267
---------- ------------ ---------- ---------- --------- ------------
LIABILITIES
Due to Trustee . . . . . . . . . . . 1,875 - - - - 1,875
Due to (from) other funds . . . . . . 341 (341) - - - -
---------- ------------ ---------- ---------- --------- ------------
Total liabilities . . . . . . . 2,216 (341) - - - 1,875
---------- ------------ ---------- ---------- --------- ------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS . . . . . . . . . . . $ 294,012 $ 1,398,996 $ 148,836 $ 207,702 $ 90,846 $ 2,140,392
---------- ------------ ---------- ---------- --------- ------------
---------- ------------ ---------- ---------- --------- ------------
</TABLE>
__________________________________
The accompanying notes are an integral part of this statement.
-4-
<PAGE> 6
MND Hospitality, Inc.
Thrift and Savings Plan
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED JANUARY 31, 1994
<TABLE>
<CAPTION>
Mutual Funds
-------------------------------------------------------
MEDC Merrill
Common Fixed Lynch Merrill
Stock Income AIM Basic Lynch
Fund Fund Value Value Capital
--------- ---------- ----- -------- --------
<S> <C> <C> <C> <C> <C>
Investment income
Interest income . . . . . . . . . $ 343 $ 104,379 $ - $ - $ -
Mutual fund distributions . . . . - - - 8,705 16,752
Cash dividends . . . . . . . . . . 9,262 - - - -
--------- ---------- ---- -------- --------
9,605 104,379 - 8,705 16,752
Realized and unrealized
appreciation of investments . . . 88,861 - 20 18,322 17,866
Contributions
Members . . . . . . . . . . . . . 66,348 223,814 249 22,458 47,893
Employer . . . . . . . . . . . . 29,248 145,245 104 10,811 24,373
Forfeitures utilized . . . . . . . (1,968) (9,328) - (539) (1,982)
Notes receivable from members
New loans made . . . . . . . . . . (10,800) (79,098) (3,400) (6,750)
Principal payments received . . . 6,672 39,608 - 4,242 6,659
Distributions to
withdrawing members . . . . . . . (21,822) (187,014) - (51,127) (25,955)
Transfers to Mitchell Energy &
Development Corp. Thrift and
Savings Plan . . . . . . . . . . . . - - - (8,457) (16,563)
Interfund transfers . . . . . . . . (27,580) (18,908) - 24,520 27,385
--------- ---------- ---- -------- --------
Increase in net assets . . . . . . . 138,564 218,698 373 25,535 89,678
Net assets available for plan
benefits, beginning of year . . . 294,012 1,398,996 - 148,836 207,702
--------- ---------- ---- -------- --------
Net assets available for plan
benefits, end of year . . . . . . $432,576 $1,617,694 $373 $174,371 $297,380
--------- ---------- ---- -------- --------
--------- ---------- ---- -------- --------
</TABLE>
<TABLE>
<CAPTION>
Mutual Funds
----------------------
Merrill
Lynch New
Global York Loan
Allocation Venture Fund Total
---------- ------- -------- ----------
<S> <C> <C> <C> <C>
Investment income
Interest income . . . . . . . . . $ - $ - $ 8,547 $ 113,269
Mutual fund distributions . . . . 120 - - 25,577
Cash dividends . . . . . . . . . . - - - 9,262
------ ----- -------- ----------
120 - 8,547 148,108
Realized and unrealized
appreciation of investments . . . 84 16 - 125,169
Contributions
Members . . . . . . . . . . . . . 874 236 - 361,872
Employer . . . . . . . . . . . . 478 90 - 210,349
Forfeitures utilized . . . . . . - - - (13,817)
Notes receivable from members
New loans made . . . . . . . . . - - 100,048 -
Principal payments received . . . 75 - (57,256) -
Distributions to
withdrawing members . . . . . . . - - (10,478) (296,396)
Transfers to Mitchell Energy &
Development Corp. Thrift and
Savings Plan . . . . . . . . . . . - - - (25,020)
Interfund transfers . . . . . . . . 3,130 - (8,547) -
------ ---- -------- ----------
Increase in net assets . . . . . . 4,761 342 32,314 510,265
Net assets available for plan
benefits, beginning of year . . . - - 90,846 2,140,392
------ ---- -------- ----------
Net assets available for plan
benefits, end of year . . . . . . $4,761 $342 $123,160 $2,650,657
------ ---- -------- ----------
------ ---- -------- ----------
</TABLE>
__________________________________
The accompanying notes are an integral part of this statement.
-5-
<PAGE> 7
MND Hospitality, Inc.
Thrift and Savings Plan
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED JANUARY 31, 1993
<TABLE>
<CAPTION>
Mutual Funds
-------------------------
MEDC Merrill
Common Fixed Lynch Merrill
Stock Income Basic Lynch Loan
Fund Fund Value Capital Fund Total
--------- ---------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Investment income
Interest income. . . . . . . . . . . . . . $ - $ 103,868 $ - $ - $ 7,414 $ 111,282
Mutual fund distributions and other . . . 211 196 6,518 12,544 - 19,469
Cash dividends . . . . . . . . . . . . . . 7,054 - - - - 7,054
-------- ---------- -------- -------- -------- ----------
7,265 104,064 6,518 12,544 7,414 137,805
Realized and unrealized appreciation
(depreciation) of investments . . . . . . 26,470 - 13,642 (143) - 39,969
Contributions
Members . . . . . . . . . . . . . . . . . 44,189 198,536 22,610 38,808 - 304,143
Employer . . . . . . . . . . . . . . . . . 22,808 133,728 12,521 22,186 - 191,243
Forfeitures utilized . . . . . . . . . . . (2,561) (9,466) (322) (842) - (13,191)
Notes receivable from members
New loans made . . . . . . . . . . . . . . (5,970) (55,430) (8,600) (6,700) 76,700 -
Principal payments received . . . . . . . 6,236 27,844 3,368 5,225 (42,673) -
Distributions to
withdrawing members . . . . . . . . . . . (14,566) (337,011) (14,112) (17,133) (11,508) (394,330)
Transfers to Mitchell Energy & Develop-
ment Corp. Thrift and Savings Plan . . . . - (5,800) - - - (5,800)
Interfund transfers . . . . . . . . . . . . (23,947) 42,245 (5,974) (4,910) (7,414) -
-------- ---------- -------- -------- -------- ----------
Increase in net assets. . . . . . . . . . . 59,924 98,710 29,651 49,035 22,519 259,839
Net assets available for plan benefits,
beginning of year . . . . . . . . . . . . 234,088 1,300,286 119,185 158,667 68,327 1,880,553
-------- ---------- -------- -------- -------- ----------
Net assets available for plan benefits,
end of year. . . . . . . . . . . . . . . . $294,012 $1,398,996 $148,836 $207,702 $ 90,846 $2,140,392
-------- ---------- -------- -------- -------- ----------
-------- ---------- -------- -------- -------- ----------
</TABLE>
__________________________________
The accompanying notes are an integral part of this statement.
-6-
<PAGE> 8
MND Hospitality, Inc.
Thrift and Savings Plan
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 1994 AND 1993
(1) SUMMARY OF THE PLAN
GENERAL
Mitchell Energy & Development Corp. (the Company), a large independent
oil and gas company in the United States and a leading real estate
developer in the Houston-Galveston area, also engages in certain
hospitality industry activities. The Company's hospitality industry
employees are employed by a separate subsidiary, MND Hospitality, Inc. The
MND Hospitality, Inc. Thrift and Savings Plan (the Plan) was adopted to
encourage hospitality industry employees to provide additional security for
their retirement. All employees of MND Hospitality, Inc. (the Employer)
are eligible to become members of the Plan on the first of the month
following their completion of a one-month eligibility period. Members
should refer to the Plan document for a complete description of the Plan's
provisions.
AMENDMENTS TO THE PLAN
On June 24, 1992, stockholders of the Company approved a
reclassification of its common stock into two new classes, designated Class
A and Class B, both of which are traded on the New York Stock Exchange.
The Plan was amended during fiscal 1993 to require that any investment in
MEDC common stock, whether as a contribution or as a transfer from another
investment fund, be made in an equal number of shares of each class. A
member may, however, direct the disposition of some or all of only a single
class of common stock.
ADMINISTRATION
The Plan is administered by an administrative committee consisting of
six persons appointed by the Board of Directors of the Company. The
committee has broad responsibilities regarding the supervision and
administration of the Plan. Members of the committee receive no
compensation for their services, and all administrative expenses have been
paid by the Company. Should the Company choose not to pay such expenses in
the future, however, they would be paid by the Plan and charged to the
members' accounts.
TRUSTEE
Plan investments are held by Merrill Lynch Trust Company of Somerset,
New Jersey (Trustee), as trustee of the Plan. The Trustee receives
contributions, makes payments to members in accordance with the terms of
the Plan and has investment management authority where investment
discretion is placed with the Trustee.
BASIS OF ACCOUNTING
The records of the Plan are maintained on the accrual basis of
accounting for financial reporting purposes. For financial statement
purposes, Plan investments are carried at fair values which are
determined based upon published market quotations or contract values supplied
by the Trustee or applicable insurance company for all investments other then
participant loans.
-7-
<PAGE> 9
CONTRIBUTIONS AND INVESTMENT OPTIONS
Members may elect, with certain limitations, to reduce their
compensation by instructing the Employer to contribute from 1% to 15% of
their base salary to the Plan on a pretax basis. Amounts so deferred, as
limited by applicable Federal income tax regulations, are not included in a
member's adjusted gross income for Federal income tax purposes in the year
the income is deferred and contributed to the Plan.
Members are also allowed to make after-tax contributions to the Plan.
The total of a member's pretax and after-tax contributions may not exceed
15% of base salary. After-tax contributions are included in the member's
adjusted gross income for Federal income tax purposes in the year the
income is earned and contributed to the Plan.
For members who have completed less than five years of vesting
service, the Employer contributes an amount equal to 50% of a member's
contributions, up to 6% of base salary. For members with five or more
years of vesting service, Employer contributions are equal to 100% of a
member's contributions, up to 6% of base salary.
Members may direct the Trustee to invest their contributions in one or
more of the investment funds listed below. The number of participants
(some of whom participate in more than one fund) in each investment fund at
January 31, 1994 and 1993 and the investment objectives of the various
funds are as follows:
<TABLE>
<CAPTION>
1994 1993 Investment Objectives
---- ---- ------------------------------------------
<S> <C> <C> <C>
MEDC Common Stock Fund 116 106 Invest in stock of MEDC
Fixed Income Fund 248 270 Income investments, consisting of
guaranteed investment contracts; U.S.
government securities and money market
securities.
Mutual Funds
AIM Value Fund 8 - Capital appreciation, invests primarily
in equity securities.
Franklin Income Fund - - Income, invests in equity and debt
securities and cash or cash equivalents.
Merrill Lynch Basic 80 65 Capital appreciation, invests primarily
Value Fund, Inc. in equity securities.
Merrill Lynch 96 81 Income and capital appreciation, invests
Capital Fund, Inc. in equity, debt and convertible securities.
Merrill Lynch Global 13 - Income and capital appreciation, invests
Allocation Fund, Inc. in United States and foreign equity, debt
and money market securities.
New York Venture Fund, Inc. 9 - Capital appreciation, invests in equity
and convertible securities.
Oppenheimer Main Street - - Income and capital appreciation, invests
Income and Growth in equity and debt securities.
Transamerica Special - - Capital appreciation, invests in equity
Emerging Growth Fund securities of rapidly growing small
and medium sized companies.
</TABLE>
-8-
<PAGE> 10
VESTING
A member becomes vested in the Employer's matching contributions upon
completing five years of vesting service. A year of vesting service is
defined as the completion of 365 days of service. Where applicable,
vesting service includes applicable periods of service to the Company prior
to the establishment of the Plan.
FORFEITURES
When a member who has not yet vested terminates employment, the value
of his/her share of Employer contributions is forfeited and used to reduce
future Employer contributions. If the member is re-employed before
completing a break in service, as defined by the Plan, Employer
contributions will be reinstated upon the member's reinvestment of
applicable amounts in the Plan.
DISTRIBUTIONS, WITHDRAWALS AND LOANS
A withdrawing member is entitled to receive the value of his/her
contributions and, upon retirement, death, permanent disability or
termination after having completed five years of vesting service, is also
entitled to receive 100% of the value of applicable Employer contributions.
Distributions of member account balances invested in MEDC Common Stock
Fund are made in kind with fractional shares paid in cash. Distributions
from the other investment funds are paid in cash. A member may request a
cash distribution from the MEDC Common Stock Fund in lieu of stock, subject
to procedures established by the administrative committee.
Section 1.401(k)-1 of the Internal Revenue Code restricts the
withdrawals that members may make from their pretax contributions. Such
withdrawals are limited to instances of a member's death, retirement,
disability, separation from service, attainment of age 59-1/2 or conditions
of severe hardship.
The Plan prescribes that members who make withdrawals of earnings, as
defined by the Plan, will not be permitted to make contributions to the
Plan during a six-month suspension period following the withdrawal. No
such suspension period is applicable to withdrawals of member contributions
or approved, severe-hardship withdrawals. Member account balances pledged
to secure loans may not be withdrawn from the Plan.
Withdrawals may be made on the first day of each month, but only once
during a twelve-month period. Fund balances arising from a member's
rollover of balances from other plans may be withdrawn at any time without
penalty.
Amounts payable to terminated and withdrawing members totaled $1,829
at January 31, 1993. No such amounts were payable at January 31, 1994.
The administrative committee may direct the Trustee to make loans.
Members are eligible to borrow 50% of the vested value of their total Plan
investments with a minimum loan of $1,000 and a maximum loan of $50,000.
All loans are evidenced by notes, which are secured by the member's account
and bear interest at rates established by the administrative committee.
Notes receivable from members are reported as an asset of the Loan
Fund and payments received, including interest, are transferred to the
investment funds based on the member's current contribution election.
-9-
<PAGE> 11
TERMINATION
The Employer can terminate the Plan at its option. If the Plan is
terminated, and after all expenses are paid, any unallocated contributions,
forfeitures, income and expenses will be allocated among the members'
accounts. All members will then be fully vested and will be entitled to
receive all amounts then credited to their accounts.
(2) FEDERAL INCOME TAX STATUS
The Plan obtained its latest determination letter on October 5, 1992,
in which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code. Although the Plan has been amended since that letter,
these amendments were technical in nature and management and in-
house legal counsel believe that the Plan is currently designed and being
operated in compliance with the applicable requirements of the Internal
Revenue Code and was tax exempt as of January 31, 1994 and 1993.
-10-
<PAGE> 12
SCHEDULE I
MND Hospitality, Inc.
Thrift and Savings Plan
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
JANUARY 31, 1994
<TABLE>
<CAPTION>
Fair
Cost Value
---------- -----------
<S> <C> <C>
Mitchell Energy & Development Corp. (a)
Class A Common Stock (9,570 shares) . . . . . . . . . . . . . . . . . . . . . $ 175,952 $ 203,363
Class B Common Stock (10,581 shares) . . . . . . . . . . . . . . . . . . . . . 189,193 228,814
---------- ----------
365,145 432,177
---------- ----------
Merrill Lynch Retirement Preservation Trust (a)(b)(c) . . . . . . . . . . . . . 1,259,229 1,259,229
Group annuity contracts
Allstate Insurance Company (9.35%) (b) . . . . . . . . . . . . . . . . . . . . 197,241 197,241
Southwestern Life Insurance Company (8.84%) (b) . . . . . . . . . . . . . . . 160,221 160,221
---------- ----------
1,616,691 1,616,691
---------- ----------
Mutual Funds
AIM Value Fund (17 units) . . . . . . . . . . . . . . . . . . . . . . . . . . 353 373
Merrill Lynch Basic Value Fund, Inc. (6,638 units) . . . . . . . . . . . . . . 139,588 161,303
Merrill Lynch Capital Fund, Inc. (10,233 units) . . . . . . . . . . . . . . . 269,540 297,371
Merrill Lynch Global Allocation Fund, Inc. (348 units) . . . . . . . . . . . . 4,677 4,761
New York Venture Fund, Inc. (27 units) . . . . . . . . . . . . . . . . . . . . 326 342
---------- ----------
414,484 464,150
---------- ----------
Participant Loans, at interest rates ranging from 8% to 13% . . . . . . . . . . 123,160 123,160
---------- ----------
Merrill Lynch CMA Money Fund . . . . . . . . . . . . . . . . . . . . . . . . . 14,479 14,479
---------- ----------
$2,533,959 $2,650,657
---------- ----------
---------- ----------
</TABLE>
_______________________________
(a) Party-in-interest to the Plan.
(b) Unit value of $1.00.
(c) The average yield for this trust was approximately
7.04% during the year ended January 31, 1994.
-11-
<PAGE> 13
SCHEDULE II
MND Hospitality, Inc.
Thrift and Savings Plan
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED JANUARY 31, 1994(d)
<TABLE>
<CAPTION>
Purchases (a) Sales (a)(b)
--------------------- ---------------------------------------------------
Number Total Number Total Total Cost
of Trans- Purchase of Trans- Selling of Assets Net
actions Price actions Price Sold (c) Gain
--------- -------- --------- -------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Merrill Lynch Retirement
Preservation Trust . . . . . . . . . 176 $558,887 59 $478,539 $478,539 $ -
Merrill Lynch Capital Fund, Inc . . . . 90 126,113 22 53,766 51,531 2,235
Merrill Lynch Basic Value Fund, Inc. . . 90 84,827 20 90,125 78,993 11,132
</TABLE>
__________________________________
(a) Prices for purchases and sales were equal to current market values on the
dates of the transactions and were net of expenses incurred in connection
with the transactions.
(b) Sales include in-kind distributions where applicable.
(c) Weighted average historical cost is used to determine the cost of
assets sold.
(d) The Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974 require disclosure
of purchase and sale transactions in excess of 5% of plan assets. Fiscal
1994 purchases and sales transactions involving the Merrill Lynch CMA Money
Fund exceeded this threshold. These transactions have been excluded from
this schedule, however, because the Trustee, who has applied for a
Department of Labor advisory opinion requesting an exemption from the
reportable transaction requirements for the CMA Money Fund transactions,
did not provide the Plan sponsor with this information.
-12-
<PAGE> 14
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report dated June 17, 1994, on the financial
statements of the MND Hospitality, Inc. Thrift and Savings Plan included in
this Form 10-K/A, Amendment No. 2 (which relates to such Plan's Form 11-K
for the year ended January 31, 1994) into the previously filed Form S-8
Registration Statement Number 33-2716.
ARTHUR ANDERSEN & CO.
Houston, Texas
July 27, 1994
