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Previous: LOWES COMPANIES INC, 424B2, 1994-06-29 |
Next: MARSH & MCLENNAN COMPANIES INC, S-8, 1994-06-29 |
<PAGE> 1
FORM 11-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1993 .
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ____________________________________________
___________________________ to ___________________________________
Commission file number _________________________________________________
A. Full title of the Plan and the address of the Plan:
MAPCO Inc. and Subsidiaries Profit Sharing and Savings Plan ("Plan")
P. O. Box 21628
Tulsa, Oklahoma 74121-1628
B. Name of issuer of securities and principal executive office:
MAPCO Inc.
1800 South Baltimore Avenue
Tulsa, Oklahoma 74119
1
<PAGE> 2
FINANCIAL STATEMENTS AND EXHIBIT
(a) Financial Statements - The following financial statements have been
prepared in accordance with the financial reporting requirements of
the Employee Retirement Income Security Act of 1974.
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Independent Auditors' Report F-1
Financial statements as of December 31, 1993
and 1992 and for the years then ended:
Statements of Net Assets Available for Benefits F-2, F-3
Statements of Changes in Net Assets Available for Benefits F-4, F-5
Notes to Financial Statements F-6 - F-13
Supplemental schedules as of December 31, 1993
and for the year then ended:
Item 27A - Schedule of Assets Held for Investment Purposes F-14 - F-16
Item 27D - Schedule of Reportable Transactions F-17 - F-18
(b) Exhibit
Independent Auditors' Consent F-19
</TABLE>
2
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator of the MAPCO Inc. and Subsidiaries Profit Sharing and Savings
Plan has duly caused this Annual Report to be signed by the undersigned
hereunto duly authorized.
MAPCO Inc. and Subsidiaries Profit
Sharing and Savings Plan
By: /s/ MICHAEL J. WILLMERING
Michael J. Willmering
General Manager, Benefits & Compensation
for MAPCO Inc., Plan Administrator
Date: June 28, 1994
3
<PAGE> 4
DELOITTE &
TOUCHE
(LOGO)
Suite 2400 Telephone: (918) 586-8800
One Williams Center Telecopier:(918) 592-3856
Tulsa, Oklahoma 74172-0124
INDEPENDENT AUDITORS' REPORT
To MAPCO Inc. and Subsidiaries Profit
Sharing and Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of the MAPCO Inc. and Subsidiaries Profit Sharing and Savings Plan
("Plan") as of December 31, 1993 and 1992, and the related statements of
changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31,
1993 and 1992, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinon on the basic
financial statements taken as a whole. The supplemental information by fund is
presented for the purpose of additional analysis of the basic financial
statements rather than to present information regarding the net assets
available for benefits and changes in net asets available for benefits of the
individual funds, and is not a required part of the basic financial statements.
Also, the supplemental schedules of (1) assets held for investment as of
December 31, 1993, and (2) reportable transactions for the year ended December
31, 1993, are presented for the purpose of additioanl 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. Such supplemental information and supplemental schedules are the
responsibility of the Plan's management. Such supplemental information by fund
and schedules have been subjected to the auditing procedures applied in our
audit of the basic financial statements and, in our opinion, are fairly stated
in all material respects when considered in relation to the basic financial
statements taken as a whole.
/s/ DELOITTE & TOUCHE
June 23, 1994
F-1
DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL
<PAGE> 5
MAPCO INC. AND SUBSIDIARIES
PROFIT SHARING AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993
<TABLE>
<CAPTION>
Supplemental Information by Fund
--------------------------------
Frozen
ASSETS: Investment Money Managed Balanced
Total Fund A Market Fund Income Fund Fund
----- ---------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C>
Investments:
MAPCO Inc. Common Stock $153,698,690
Bank Pooled Funds 49,656,444 $3,013,331 $16,610,786 $10,470,427
Mutual Funds 28,000,348
Insurance contracts 55,301,111 $29,293,818 26,007,293
Participant loans 6,521,087
Cash equivalents 1,454,354 26,416 15,620 394,239 76,480
------------ ----------- ---------- ----------- -----------
294,632,034 29,320,234 3,028,951 43,012,318 10,546,907
Dividends and interest
receivable 14,646 97 7,840 479 16
Other receivables 153
Due from (to) other
funds - net (6,840,978) 89,626 1,661,926 862,336
------------ ----------- ---------- ----------- -----------
294,646,833 22,479,353 3,126,417 44,674,723 11,409,259
------------ ----------- ---------- ----------- -----------
LIABILITIES AND NET ASSETS
AVAILABLE FOR BENEFITS:
Note payable 68,235,414
------------ ----------- ---------- ----------- -----------
Net assets available
for benefits $226,411,419 $22,479,353 $3,126,417 $44,674,723 $11,409,259
============ =========== ========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Equity Aggressive MAPCO Restricted
ASSETS: Indexed Growth Growth Common MAPCO Common Loan
Fund Stock Fund Stock Fund Stock Fund Stock Fund Fund
------- ---------- ---------- ---------- ------------ ----
<S> <C> <C> <C> <C> <C> <C>
Investments:
MAPCO Inc. Common Stock $8,446,069 $145,252,621
Bank Pooled Funds $19,561,900
Mutual Funds $17,162,530 $10,837,818
Insurance contracts
Participant loans $6,521,087
Cash equivalents 151,028 222,978 168,499 223,883 97,585 77,626
----------- ----------- ----------- ---------- ------------ ----------
19,712,928 17,385,508 11,006,317 8,669,952 145,350,206 6,598,713
----------- ----------- ----------- ---------- ------------ ----------
Dividends and interest
receivable 57 240 31 479 5,390 17
Other receivables 153
Due from (to) other
funds - net 1,567,949 1,893,145 476,940 289,056
----------- ----------- ----------- ---------- ------------ ----------
21,280,934 19,279,046 11,483,288 8,959,487 145,355,596 6,598,730
----------- ----------- ----------- ---------- ------------ ----------
LIABILITIES AND NET ASSETS
AVAILABLE FOR BENEFITS:
Note payable 68,235,414
----------- ----------- ----------- ---------- ------------ ----------
Net assets available
for benefits $21,280,934 $19,279,046 $11,483,288 $8,959,487 $ 77,120,182 $6,598,730
=========== =========== =========== ========== ============ ==========
</TABLE>
See notes to financial statements
F-2
<PAGE> 6
MAPCO INC. AND SUBSIDIARIES
PROFIT SHARING AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1992
<TABLE>
<CAPTION>
Supplemental Information by Fund
--------------------------------
ASSETS: Guaranteed Diversified Growth Stock Managed
Total Income Fund Equity Fund Fund Income Fund
----- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Investments:
MAPCO Inc. Common Stock $140,124,069
Common stocks 22,209,728 $22,209,728
Corporate obligations 96,724 96,724
Mutual funds 11,909,968 $11,909,968
Insurance contracts 80,311,837 $28,538,173 $51,773,664
Participant loans 5,074,540
Cash equivalents 3,117,614 23,864 1,045,519 7,791 1,131,550
------------ ----------- ----------- ----------- -----------
262,844,480 28,562,037 23,351,971 11,917,759 52,905,214
Dividends and interest
receivable 62,649 397 52,777 72 4,068
Other receivables 18,408 3,000 10,023
Cash 6,064,518 6,025,230 245,181 (132,715) 349,445
Due from (to) other
funds - net (6,027,601) 476,647 319,089 5,346,914
------------ ----------- ----------- ----------- -----------
268,990,055 28,560,063 24,129,576 12,114,228 58,605,641
------------ ----------- ----------- ----------- -----------
LIABILITIES AND NET ASSETS
AVAILABLE FOR BENEFITS:
Other payables 404,061 273,403
Note payable 72,472,262
------------ ----------- ----------- ----------- -----------
72,876,323 273,403
------------ ----------- ----------- ----------- -----------
Net assets available
for benefits $196,113,732 $28,560,063 $23,856,173 $12,114,228 $58,605,641
============ =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Supplemental Information by Fund
-------------------------------
Restricted
ASSETS: MAPCO Common MAPCO Common Loan
Stock Fund Stock Fund Fund
---------- ---------- ----
<S> <C> <C> <C>
Investments:
MAPCO Inc. Common Stock $7,300,656 $132,823,413
Common stocks
Corporate obligations
Mutual funds
Insurance contracts
Participant loans $5,074,540
Cash equivalents 62,582 676,979 169,329
---------- ----------- ----------
7,363,238 133,500,392 5,243,869
Dividends and interest
receivable 98 5,237
Other receivables 5,385
Cash 56,205 (478,828)
Due from (to) other
funds - net 53,894 (1,944) (166,999)
---------- ----------- ----------
7,478,820 133,024,857 5,076,870
---------- ----------- ----------
LIABILITIES AND NET ASSETS
AVAILABLE FOR BENEFITS:
Other payables 118,572 9,900 2,186
Note payable 72,472,262
---------- ----------- ----------
118,572 72,482,162 2,186
---------- ----------- ----------
Net assets available
for benefits $7,360,248 $60,542,695 $5,074,684
========== =========== ==========
</TABLE>
See notes to financial statements
F-3
<PAGE> 7
MAPCO INC. AND SUBSIDIARIES
PROFIT SHARING AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Supplemental Information by Fund
--------------------------------
Frozen Money Equity
Investment Market Managed Balanced Indexed
Total Fund A Fund Income Fund Fund Fund
----- ---------- ------ ----------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Net investment income:
Dividends $4,243,268
Interest 7,863,407 $3,160,991 $21,236 $4,193,510 $80 $295
Expenses (282,987) (135,683)
Net appreciation (depreciation)
in current value of investments 22,635,039 293,641 8,027 435,260
Contributions:
MAPCO 7,826,199
Participants 6,287,228 25,637 1,927,138 129,144 261,791
Distributions to participants (12,454,903) (1,944,501) (5,854,707) (76,747) (90,352)
Rollovers from other plans 293,258 156,065 23,648 2,223
Net conversions from (to) other
funds (6,842,343) 3,084,036 (14,120,616) 11,312,100 20,670,914
Loans (454,857) (16,221) (1,191,349) (44,787) (145,110)
Loan repayments 11,729 801,083 57,794 145,913
Interest expense (6,112,822)
------------ ----------- ---------- ----------- ----------- -----------
Net increase (decrease) 30,297,687 (6,080,710) 3,126,417 (13,930,918) 11,409,259 21,280,934
Net assets available for benefits:
Beginning of year 196,113,732 28,560,063 58,605,641
------------ ----------- ---------- ----------- ----------- -----------
End of year $226,411,419 $22,479,353 $3,126,417 $44,674,723 $11,409,259 $21,280,934
============ =========== ========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Supplemental Information by Fund
--------------------------------
Aggressive MAPCO Restricted
Growth Growth Common MAPCO Common
Stock Fund Stock Fund Stock Fund Stock Fund
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net investment income:
Dividends $1,101,338 $148,266 $2,417,867
Interest 1,042 $194 4,833 39,213
Expenses
Net appreciation (depreciation)
in current value of
investments (831,610) (116,750) 1,261,079 17,246,461
Contributions:
MAPCO 7,826,199
Participants 362,520 326,584 1,003,457
Distributions to participants (30,499) (11,660) (449,149) (1,878,600)
Rollovers from other plans 33,535 51,609 12,178
Net conversions from (to) other
funds 18,686,529 11,264,847 (192,052) (2,960,831)
Loans (189,516) (157,359) (443,424)
Loan repayments 145,707 125,823 254,051
Interest expense (6,112,822)
----------- ----------- ---------- -----------
Net increase (decrease) 19,279,046 11,483,288 1,599,239 16,577,487
Net assets available for
benefits:
Beginning of year 7,360,248 60,542,695
----------- ----------- ---------- -----------
End of year $19,279,046 $11,483,288 $8,959,487 $77,120,182
=========== =========== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
Supplemental Information by Fund
--------------------------------
Diversified Growth Loan
Equity Fund Stock Fund Fund
----------- ---------- ----
<S> <C> <C> <C>
Net investment income:
Dividends $575,797
Interest 50,794 $4,803 $386,416
Expenses (147,304)
Net appreciation (depreciation)
in current value of
investments 2,311,584 2,027,347
Contributions:
MAPCO
Participants 1,168,580 1,082,377
Distributions to participants (1,232,125) (535,450) (351,113)
Rollovers from other plans 6,539 7,461
Net conversions from (to) other
funds (26,288,686) (14,613,898)
Loans (592,901) (355,703) 3,591,227
Loan repayments 291,549 268,835 (2,102,484)
Interest expense
----------- ----------- -----------
Net increase (decrease) (23,856,173) (12,114,228) 1,524,046
Net assets available for
benefits:
Beginning of year 23,856,173 12,114,228 5,074,684
----------- ----------- -----------
End of year $6,598,730
----------- ----------- -----------
</TABLE>
See notes to financial statements
F-4
<PAGE> 8
MAPCO INC. AND SUBSIDIARIES
PROFIT SHARING AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1992
<TABLE>
<CAPTION>
Supplemental Information by Fund
--------------------------------
Guaranteed Diversified Growth Stock Managed
Total Income Fund Equity Fund Fund Income Fund
----- ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Net investment income:
Dividends $ 3,826,449 $ 698,682 $ 530,213
Interest 8,279,501 $ 3,740,530 45,171 3,625 $ 3,988,041
Expenses (303,318) (152,014) (71,005)
Net appreciation (depreciation)
in current value of investments (17,582,774) 1,570,320 (941,657)
Contributions:
MAPCO Inc. 8,010,050
Participants 5,944,930 1,172,406 1,618,981 2,129,019
Distributions to participants (12,127,655) (2,348,993) (1,738,793) (579,533) (5,541,842)
Rollovers from other plans 88,956 13,982 20,501 41,694
Net conversions from (to) other
funds (6,153,549) 1,266,750 910,613 4,370,760
Loans (701,961) (654,104) (290,833) (775,786)
Loan repayments 398,359 431,546 707,597
Interest expense (6,499,668)
------------ ----------- ----------- ----------- -----------
Net increase (decrease) (10,363,529) (5,463,973) 2,620,759 1,703,456 4,848,478
Net assets available for benefits:
Beginning of year 206,477,261 34,024,036 21,235,414 10,410,772 53,757,163
------------ ----------- ----------- ----------- -----------
End of year $196,113,732 $28,560,063 $23,856,173 $12,114,228 $58,605,641
============ =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Restricted
MAPCO Common MAPCO Common Loan
Stock Fund Stock Fund Fund
------------ ------------ ----
<S> <C> <C> <C>
Net investment income:
Dividends $ 125,339 $ 2,472,215
Interest 2,948 41,419 $ 457,767
Expenses (80,299)
Net appreciation (depreciation)
in current value of investments (897,871) (17,313,566)
Contributions:
MAPCO Inc. 8,010,050
Participants 1,024,524
Distributions to participants (256,397) (1,400,636) (261,461)
Rollovers from other plans 12,779
Net conversions from (to) other
funds (103,757) (290,817)
Loans (261,587) (248) 2,684,519
Loan repayments 389,714 (1,927,216)
Interest expense (6,499,668)
---------- ------------ -----------
Net increase (decrease) 35,692 (15,061,550) 953,609
Net assets available for benefits:
Beginning of year 7,324,556 75,604,245 4,121,075
---------- ------------- -----------
End of year $7,360,248 $ 60,542,695 $ 5,074,684
========== ============= ===========
</TABLE>
See notes to financial statements
F-5
<PAGE> 9
MAPCO INC. AND SUBSIDIARIES
PROFIT SHARING AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993 AND 1992
NOTE 1
ACCOUNTING POLICIES
The financial statements of the Plan are prepared under the accrual method of
accounting.
Contributions made by participants and by MAPCO Inc. and its participating
subsidiaries ("MAPCO") to the MAPCO Inc. and Subsidiaries Profit Sharing and
Savings Plan (the "Plan") are recorded in the year services are rendered by the
participants. Contributions made by MAPCO to fund the Plan's debt service
requirements are recorded in the year the related interest expense is
recognized. Benefits are recorded when paid.
The current value for common stocks, preferred stocks, corporate obligations
and mutual funds is determined by quoted prices in active markets, while the
current value for insurance contracts is based on contract value plus accrued
earnings. Purchases and sales of securities are recorded on a trade-date
basis. Investment income is recorded on the accrual basis.
NOTE 2
PLAN DESCRIPTION
Scope of the Plan
The following description of the MAPCO Inc. and Subsidiaries Profit Sharing and
Savings Plan (the "Plan) provides only general information. Participants
should refer to the Plan document for a more complete description of the Plan's
provisions.
Substantially all regular employees of MAPCO, excluding union-represented
employees, weekly paid employees of MAPCO PETROLEUM Inc. and its subsidiaries,
and employees of South Atlantic Coal Company, Inc. are covered by the Plan.
Employees are eligible to participate in the Plan after having been employed
for twelve consecutive months and having been paid for at least 1,000 hours.
The trust fund for the Plan is administered under a trust agreement with
Bankers Trust Company effective July 1993, and with the BancOklahoma Trust
Company prior to July 1993.
Contributions
Participants may contribute from 1% to 10% of their base earnings each month
or, in some cases, as much as 15%, as described below. Effective January 1,
1992, contributions must be made as pre-tax contributions. During the fourth
quarter of each year, the Plan Administrator identifies a group of eligible
employees who are not expected to be "highly compensated employees" in the
following year, as defined in the Internal Revenue Code of 1986, as amended
(the "Code"). Participants in this group generally will be eligible to
contribute up to 15% of base earnings each month during the following year.
The Plan has an ESOP feature under which the Plan borrowed funds to purchase
MAPCO Common Stock in an amount expected to permit MAPCO to make matching
contributions to participants based on anticipated participant contributions
over a period of fifteen years commencing June 1, 1989. These shares were
credited to an unallocated stock account under the Plan pending quarterly
allocation to participants' accounts based on the Plan's payment of debt and
interest. Shares released from the unallocated stock account are allocated to
participants' accounts based on participant contributions up to the first 3% of
base earnings. MAPCO made a commitment that if the shares allocated to
participants' accounts during the period June 1, 1989 through December 31, 1990
had a cumulative quarterly average dollar value of less than twice the
participants' pre-tax (or one times their after-tax) contributions during this
period not in excess of 3% of their
F-6
<PAGE> 10
Contributions (continued)
compensation, considering only those participants still in MAPCO's employ on
December 31, 1990, MAPCO would make an additional contribution for each such
participant sufficient to make up the difference. The two-for-one guarantee
was renewed by MAPCO for the period January 1, 1991 through December 31, 1991
and has again been extended by MAPCO for calendar years 1992, 1993 and 1994.
Since the shares allocated during the described periods through December 31,
1993 had a cumulative quarterly average dollar value in excess of the
guaranteed amounts, MAPCO made no additional contributions for such periods.
Participants' annual taxable earnings are reduced by the amount of their
pre-tax contributions, which are limited by law to a maximum of $8,994 and
$8,728 for 1993 and 1992 respectively. The Plan Administrator may reduce the
amount of a participant's contributions to less than 10% under certain
circumstances. All participant contributions are transferred to the Plan
monthly. Participants are also entitled to an allocation of any discretionary
profit sharing contribution made by their employer corporation, with such
contributions being transferred to the Plan annually. There were not any
discretionary profit sharing allocation in 1993 or 1992. The Plan provides
that any such discretionary contributions will automatically be invested in
MAPCO Common Stock, unless otherwise directed by the Plan Administrator.
Under the terms of the Plan, MAPCO will make cash contributions to the Plan
sufficient to permit the Trustee to pay principal and interest due on the
Plan's ESOP debt. In addition, dividends paid on Common Stock held in the
unallocated stock account will be, and dividends on stock allocated to the
participant's ESOP contributions accounts may be, used to repay the Plan's ESOP
debt. MAPCO's cash contributions and any dividends applied to repay the Plan's
ESOP debt will cause a portion of the shares in the unallocated stock account
to be allocated to participants' accounts. If a tender offer is made for MAPCO
Common Stock, any unallocated shares held in the unallocated stock account will
be tendered or exchanged by the trustee in the same proportion as the trustee
tenders or exchanges shares of MAPCO Common Stock allocated to participants'
accounts.
Investment Options
Participants must direct the investment of their contributions into one or more
of the seven active, optional investment funds. These active, optional
investment funds are the Money Market Fund, Managed Income Fund, Balanced Fund,
Equity Indexed Fund, Growth Stock Fund, Aggressive Growth Stock Fund, and MAPCO
Common Stock Fund. The Plan also maintains Frozen Investment Fund A (formerly
Guaranteed Income Fund) which is an inactive investment fund that existed in
the profit sharing plan prior to establishment of the Plan, and the Restricted
MAPCO Common Stock Fund which receives MAPCO ESOP and profit sharing
contributions.
The investment funds currently available in the Plan are as follows:
* Money Market Fund. Investments consist of diversified money market assets.
* Managed Income Fund. Investments consist of investment contracts with
insurance companies and banks and investments in short to intermediate term
government bonds.
* Balanced Fund. Investments include a mix of stocks, bonds and money market
investments.
* Equity Indexed Fund. Investments consist of stocks meant to replicate the
risk and return characteristics of the S&P 500 Index.
* Growth Stock Fund. Investments consist of units of a mutual fund offered by
Janus Capital Corporation which they have designated as the Janus Fund that
invests primarily in stocks of varying sized companies.
* Aggressive Growth Stock Fund. Investments consist of units of a mutual fund
offered by Chase Manhattan Bank which they have designated as the Vista
Capital Growth Fund that invests primarily in stocks of small to mid-sized
companies.
F-7
<PAGE> 11
Investment Options (continued)
* MAPCO Common Stock Fund. Investments consist of MAPCO Common Stock.
* Restricted MAPCO Common Stock Fund. Investments consist of MAPCO Common
Stock.
* Frozen Investment Fund A (formerly Guaranteed Income Fund). Investments
consist of guaranteed investment contracts with insurance companies.
The investment funds available during 1992 and a portion of 1993 under the Plan
were as follows:
* Diversified Equity Fund. Investments consist of common stocks, preferred
stocks and corporate obligations.
* Growth Stock Fund. Investments consist of units of a mutual fund offered by
Twentieth Century Investors Inc. which they have designated as the "Select
Investors Fund".
* Managed Income Fund. Investments consist of guaranteed investment contracts
with insurance companies.
* MAPCO Common Stock Fund. Investments consist of MAPCO Inc. Common Stock.
* Restricted MAPCO Common Stock Fund. Investments consist of MAPCO Inc.
Common Stock.
* Guaranteed Income Fund (Currently the Frozen Investment Fund A).
Investments consist of guaranteed investment contracts with insurance
companies.
Vesting and Forfeitures
Participant's accounts are 100% vested in the current value of the investments
made with their contributions and MAPCO ESOP contributions. Any discretionary
profit sharing contributions made by MAPCO become vested after three years of
service, which includes service with MAPCO prior to establishment of the Plan.
MAPCO may amend or terminate the Plan at any time. In the event the Plan is
terminated, each participant's account becomes 100% vested. If a participant's
employment terminates before the participant becomes vested in a share of a
discretionary profit sharing contribution, such amount is forfeited, and all
forfeitures are allocated among the remaining participants. However, the
forfeited amount will be restored to the participant's account if the
participant is rehired by MAPCO within five years.
Loans
After participating in the Plan for 24 months, a participant generally may
borrow from his account, excluding any amounts invested in the Restricted MAPCO
Common Stock Fund, the least of (i) $50,000 less the participant's highest
outstanding loan amount during the previous 12 months, (ii) an amount equal to
50% of the value of the vested portion of the participant's account, including
MAPCO contributions and earnings or (iii) the sum of the value of the
participant's pre-tax and after-tax contributions plus the vested portion of
the MAPCO discretionary profit sharing contributions account. Interest is paid
at a rate determined by the Plan Administrator, taking into account the
prevailing interest rate on similar commercial loans by persons in the business
of lending money. All interest paid is credited to the participant's account.
Loans must be repaid by payroll deduction in equal payments over a period of
one to five years from the date of the loan. If a participant's employment
terminates, any outstanding loan balance is due immediately.
F-8
<PAGE> 12
Distributions
A participant's account is distributed (except in certain cases where
participants or their beneficiaries defer distribution) upon retirement, death,
disability or other termination of employment. Retirement distributions are
normally made in a single sum; however, the participant may elect distribution
in one of the following ways: (i) installments over a period not exceeding
fifteen years, (ii) delivery of a non-transferable annuity purchased from a
life insurance company, providing for either sixty or one hundred and twenty
guaranteed monthly payments or (iii) a single sum payment of part of the
balance with the remaining balance paid in annual installments or a
non-transferable annuity. Single sum payments are made in cash; however, any
amounts invested in MAPCO Common Stock may be distributed in kind at the
participant's or beneficiary's request. Distributions on account of death are
made to the participant's designated beneficiary in a single sum payment which,
at the participant's or beneficiary's election, may be deferred for up to 5
years; however, annual installments can be paid if the participant filed a
written instruction with the Plan Administrator requesting such form of payment
in the event of death. Upon total disability or other termination of
employment, a single sum payment is made to the participant. Certain kinds of
withdrawals during employment are permitted. Upon making a withdrawal, a
participant's eligibility to make further contributions to the Plan may be
suspended for a minimum of six months.
Plan Changes in 1993
Effective July 1993, the recordkeeping and trustee responsibilities were
transferred to a new trustee, Bankers Trust Company. BancOklahoma Trust
Company served as the previous recordkeeper and trustee.
Effective during 1993, three of the four previous optional investment funds
were replaced with six new investment funds. The MAPCO Common Stock Fund was
continued.
F-9
<PAGE> 13
NOTE 3
INVESTMENTS
The following table presents the fair values of investments. Investments that
represent 5 percent or more of the Plan's net assets are separately identified.
<TABLE>
<CAPTION>
December 31, 1993
-----------------
Description of investment
including maturity date,
rate of interest, collateral,
par, or maturity value Fair Value
----------------------------- ----------
<S> <C> <C>
MAPCO Common Stock:
Allocated 811,997 shares $ 49,633,316
Unallocated 1,702,501 shares 104,065,374
------------
Total MAPCO Common Stock 153,698,690
------------
Bank Pooled Funds:
Bankers Trust Funds:
BT Pyramid US Government Plus Bond
Fund II - Managed Income Fund 15,664,347 shares 16,610,786
BT Pyramid Asset Management Fund II-
Balanced Fund 89,985 shares 10,470,427
BT Pyramid Equity Index Fund II -
Equity Indexed Fund 161,694 shares 19,561,900
Other Bankers Trust Fund 3,013,331
------------
Total Bank Pooled Funds 49,656,444
------------
Mutual Funds:
Janus Fund-Growth Stock Fund 885,123 shares 17,162,530
Vista Mutual Fund, Group Capital Growth
Fund-Aggressive Growth Stock Fund 341,779 shares 10,837,818
------------
Total Mutual Funds 28,000,348
------------
Insurance Contracts:
New England Mutual Life Company Contract No. 3604-2-1985,
13.06%, due December 31, 1994 11,944,516
Other 43,356,595
------------
Total Insurance Contracts 55,301,111
------------
Participant Loans 6,521,087
------------
Cash Equivalents 1,454,354
------------
Total Investments at Fair Value $294,632,034
============
</TABLE>
F-10
<PAGE> 14
NOTE 3
INVESTMENTS
The following table presents the fair values of investments. Investments that
represent 5 percent or more of the Plan's net assets are separately identified.
<TABLE>
<CAPTION>
December 31, 1992
-----------------
Description of investment
including maturity date,
rate of interest, collateral,
par, or maturity value Fair Value
----------------------------- ----------
<S> <C> <C>
MAPCO Common Stock:
Allocated 722,131 shares $ 38,996,061
Unallocated 1,872,741 shares 101,128,008
------------
Total MAPCO Common Stock 140,124,069
------------
Common Stocks 22,209,728
------------
Corporate Obligations 96,724
------------
Mutual Fund:
Twentieth Century Investors Inc. -
Select Investors Fund 307,592 shares 11,909,968
------------
Insurance Contracts:
Metropolitan Contract No. 12822, variable
rate, due October 11, 1995 18,270,955
New England Mutual Life Company Contract No. 3604-2-1985,
13.06%, due December 31, 1994 11,396,102
Other 50,644,780
------------
Total Insurance Contracts 80,311,837
------------
Participant Loans 5,074,540
------------
Cash Equivalents 3,117,614
------------
Total Investments at Fair Value $262,844,480
============
</TABLE>
F-11
<PAGE> 15
NOTE 4
NOTE PAYABLE
In 1989, MAPCO borrowed $85,000,000 on an unsecured basis from a group of
insurance companies and loaned the proceeds to the Plan. MAPCO's debt bears
interest at 8.43% with the interest rate subject to revision in the event there
is a change in Internal Revenue Service regulations regarding taxability of the
interest income to the lenders. The loan is repayable annually through 2003 in
equal installments, with mortgage-type principal reductions. MAPCO's loan to
the Plan bears the same interest rate and repayment terms as MAPCO's unsecured
loan. The principal and interest payments over the remaining term of the loan
are $10,404,000 annually with the principal reductions during the next five
years being: 1994 - $4,597,000, 1995 -$4,989,000, 1996 - $5,413,000, 1997 -
$5,874,000, and 1998 - $6,374,000.
NOTE 5
DETERMINATION OF INCOME TAX QUALIFICATION
MAPCO received a favorable determination letter from the Internal Revenue
Service dated May 3, 1990 regarding the status of the Plan, as amended to
incorporate the ESOP feature, under Section 401(a) of the Code with respect to
the law in effect before the passage of the Tax Reform Act of 1986. In
addition, MAPCO intends to request, and expects to receive, an Internal Revenue
Service determination letter that the Plan continues to qualify under Section
401(a) of the Code with respect to the law as amended by the Tax Reform Act of
1986. Accordingly, earnings and realized gains of the Plan are expected to be
exempt from Federal income taxes and thus no provision for income taxes has
been included in the Plan's financial statements. MAPCO's contributions to the
Plan and earnings and realized gains of the Plan are not expected to be
immediately taxable to the participants. Participants or their beneficiaries
are generally subject to income taxes when they receive distributions.
NOTE 6
DISTRIBUTIONS
Participants requested distributions of $1,702,113 in 1993 that were not paid
as of December 31, 1993. The distributions payable as of December 31, 1992
totaled $572,850. Distributions payable are not presented as liabilities in
the statements of net assets available for benefits in accordance with the
AICPA Audit and Accounting Guide, "Audits of Employee Benefit Plans".
Certain terminated participants have elected to defer the receipt of their
account balances or have elected to receive periodic payments until their
account balances are distributed. These participants' account balances totaled
$16,599,118 as of December 31, 1993 and $13,166,761 as of December 31, 1992 and
are included in net assets available for plan benefits.
F-12
<PAGE> 16
NOTE 7
RECONCILIATION OF FINANCIAL STATEMENTS TO TAX RETURN FILING
The following is a reconciliation of net assets available for benefits from the
accompanying financial statements to the Annual Return/Report of Employee
Benefit Plan (Form 5500) filed with the Internal Revenue Service:
<TABLE>
<CAPTION>
December 31,
1993
------------
<S> <C>
Net assets available for benefit from the financial statements $226,411,419
Distributions payable to or on behalf of participants from the Form 5500 (1,702,113)
Net assets available for benefit from the Form 5500 $224,709,306
</TABLE>
The following is a reconciliation of distributions to or on behalf of
participants from the accompanying financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
1993
------------
<S> <C>
Distributions to or on behalf of participants per the financial statements $12,454,903
Distributions payable to or on behalf of participants at the beginning of the year (572,850)
Distributions payable to or on behalf of participants at the end of the year 1,702,113
-----------
Distributions to or on behalf of participants per the Form 5500 $13,584,166
===========
</TABLE>
NOTE 8
SUBSEQUENT EVENTS
Effective April 1, 1994, the bond portion of the Managed Income Fund, the
Balanced Fund, and the Equity Indexed Fund were converted from collective funds
managed by Bankers Trust to mutual funds with the same investment objectives
managed by Bankers Trust.
Effective in the fourth quarter of 1994, Plan management anticipates that an
international investment fund will be added as an eighth active, optional
investment fund.
F-13
<PAGE> 17
MAPCO INC. AND SUBSIDIARIES PROFIT SHARING AND SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
<TABLE>
<CAPTION>
December 31, 1993
------------------------------------------------------------------------------------
Identity of issue, borrower, Description of investment including maturity date, Current
lessor or similar party rate of interest, collateral, par, or maturity value Cost Value
- - ---------------------------- ---------------------------------------------------- -------- -------
<S> <C> <C> <C>
MAPCO Inc. Common Stock
- - -----------------------
MAPCO Common Stock Fund 138,177 shares $5,925,715 $8,446,069
Restricted MAPCO Common
Stock Fund - Allocated 673,820 shares 23,088,334 41,187,247
Restricted MAPCO Common
Stock Fund - Unallocated 1,702,501 shares 58,463,879 104,065,374
----------- -----------
Total MAPCO Inc. Common Stock 87,477,928 153,698,690
----------- -----------
Bank Pooled Funds
- - -----------------
BT Pyramid Directed Account
Cash Fund - Money Market Fund 3,013,331 shares 3,013,331 3,013,331
BT Pyramid US Government Plus
Bond Fund II - Managed Income Fund 15,664,347 shares 16,529,310 16,610,786
BT Pyramid Asset Management
Fund II - Balanced Fund 89,985 shares 10,462,030 10,470,427
BT Pyramid Equity Index Fund II -
Equity Indexed Fund 161,694 shares 19,342,864 19,561,900
---------- ----------
Total Bank Pooled Funds 49,347,535 49,656,444
---------- ----------
Mutual Funds
- - ------------
Janus Fund - Growth Stock Fund 885,123 shares 18,008,626 17,162,530
Vista Mutual Fund, Group Capital
Growth Fund- Aggressive Growth
Stock Fund 341,779 shares 10,954,113 10,837,818
---------- ----------
Total Mutual Funds 28,962,739 28,000,348
---------- ----------
</TABLE>
F-14
<PAGE> 18
MAPCO INC. AND SUBSIDIARIES PROFIT SHARING AND SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
<TABLE>
<CAPTION>
December 31, 1993
------------------------------------------------------------------------------------
Identity of issue, borrower, Description of investment including maturity date, Current
lessor or similar party rate of interest, collateral, par, or maturity value Cost Value
- - ---------------------------- ------------------------------------------------------ ---------- -------
<S> <C> <C> <C>
Insurance Contracts
- - --------------------
Frozen Investment Fund A:
New England Mutual Life Company Contract No. 3604-1-1984, 12.95%, due December 31, 1993 $6,836,750 $6,836,750
New England Mutual Life Company Contract No. 3604-2-1985, 13.06%, due December 31, 1994 11,944,516 11,944,516
UNUM Life Insurance Company Contract No. 93825-1986, 10.85%, due December 31, 1995 5,844,887 5,844,887
Principal Mutual Life Insurance Contract No. GA 74835-1987, 9.35%, due December 31, 1996 4,667,665 4,667,665
--------- ---------
29,293,818 29,293,818
---------- ----------
Managed Income Fund:
Canada Life Contract No.45408, 9.32%, due January 3, 1996 3,020,578 3,020,578
Commonwealth Contract No. ADA 00365FR, 8.25%, due April 1, 1998 796,160 796,160
Confederation Life Contract No. 62276, 8.91%, due August 1, 1995 2,590,457 2,590,457
Confederation Life Contract No. 62365, 8.55%, due March 1, 1996 1,071,200 1,071,200
J.P. Morgan Contract No. 2037, variable rate 7.05% at
December 31, 1993, due June 25, 2002 4,081,720 4,081,720
John Hancock Contract No. 5321, 8.64%, due in equal payments
February 1, 1993 and 1994 1,113,540 1,113,540
Massachusetts Mutual Contract No. 5194, 8.3%, due July 1, 1994 1,255,561 1,255,561
Metropolitan Contract No. 18505A, 9.27%, due January 3, 1998 325,351 325,351
Metropolitan Contract No. 18505B, variable rate 8.85% at December 31,
1993, due in equal payments December 31, 1996,
1997 and 1998 1,537,490 1,537,490
Prudential Contract No. 6880, 8.72%, due in equal payments
February 28, 1997, June 30, 1997 and
November 30, 1997 5,215,236 5,215,236
Security Life Denver Contract No. 218, 6.75%, final payment
due January 3, 1999 3,000,000 3,000,000
Provident Mutual Contract No. 8141001, 8.75%, due in equal payments
June 30, 1995 and 1996 2,000,000 2,000,000
---------- ---------
26,007,293 26,007,293
---------- ----------
Total Insurance Contracts 55,301,111 55,301,111
---------- ----------
</TABLE>
F-15
<PAGE> 19
MAPCO INC. AND SUBSIDIARIES PROFIT SHARING AND SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
<TABLE>
<CAPTION>
December 31, 1993
------------------------------------------------------------------------------------
Identity of issue, borrower, Description of investment including maturity date, Current
lessor or similar party rate of interest, collateral, par, or maturity value Cost Value
- - ---------------------------- ------------------------------------------------------ -------- -------
<S> <C> <C> <C>
Participant loans Various loans, 7%-13%, due 12 to 59 months
- - ----------------- from date of loan $6,521,087 $6,521,087
------------ ------------
Cash Equivalents
- - ----------------
Bankers Trust Company: 2.91%, daily liquidity
BT Pyramid Discretionary
Cash Fund 1,454,354 1,454,354
------------ ------------
$229,064,754 $294,632,034
============ ============
</TABLE>
F-16
<PAGE> 20
MAPCO INC. AND SUBSIDIARIES PROFIT SHARING AND SAVINGS PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Current Value
Identity of Party Involved & Purchase Selling Cost of of Asset on Net
Description of Asset Price Price Asset Transaction Date Gain
- - ---------------------------- -------- ------- ------- ---------------- ----
<S> <C> <C> <C> <C> <C>
Series of Transaction
Involving Securities of
the Same Issue:
Bank of Oklahoma:
American Performance
Cash Management Fund
(269 Purchases) $28,053,411 $28,053,411
(167 Sales) $30,172,410 $30,172,410 30,172,410 -0-
American Performance
Treasury Fund
(311 Purchases) 14,406,429 14,406,429
(182 Sales) 15,405,044 15,405,044 15,405,044 -0-
Bankers Trust Company:
BT Pyramid Discretionary
Cash Fund
(313 Purchases) 41,664,111 41,664,111
(207 Sales) 40,209,757 40,209,757 40,209,757 -0-
BT Pyramid US Government
Plus Bond Fund
(7 Purchases) 13,480,643 13,480,643
(8 Sales) 13,691,213 13,480,643 13,691,213 210,570
BT Pyramid US Government
Plus Bond Fund II
(10 Purchases) 17,772,048 17,772,048
(13 Sales) 1,244,332 1,242,737 1,244,332 1,595
BT Pyramid Equity Index
Fund
(1 Purchase) 16,630,295 16,630,295
(1 Sale) 16,842,259 16,630,295 16,842,259 211,964
BT Pyramid Equity Index
Fund II
(15 Purchases) 20,002,638 20,002,638
(20 Sales) 661,819 659,774 661,819 2,045
Janus:
Janus Fund
(17 Purchases) 18,497,696 18,497,696
(17 Sales) 493,013 489,071 493,013 3,942
Metropolitan:
Insurance Contract No. 12822
(10 Purchases) 1,033,055 1,033,055
(2 Sales) 19,304,010 19,304,010 19,304,010 -0-
Twentieth Century Investors Inc.:
Select Investors Fund
(15 Purchases) 1,435,076 1,435,076
(4 Sales) 15,228,501 12,140,359 15,228,501 3,088,142
</TABLE>
F-17
<PAGE> 21
MAPCO INC. AND SUBSIDIARIES PROFIT SHARING AND SAVINGS PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Current Value
Identity of Party Involved & Purchase Selling Cost of of Asset on Net
Description of Asset Price Price Asset Transaction Date Gain
- - ---------------------------- -------- ------- ------- ---------------- ----
<S> <C> <C> <C> <C> <C>
Individual Transactions
Involving Securities of the
Same Issue:
Bankers Trust Co:
BT Pyramid US Government
Bond Fund II
(Purchase) $15,616,068 $15,616,068
BT Pyramid Equity Index
Fund
(Purchase) 16,630,295 16,630,295
(Sale) $16,842,259 $16,630,295 16,842,259 $211,964
BT Pyramid Equity Index
Fund II
(Purchase) 16,842,259 16,842,259
Metropolitan:
Insurance Contract No. 12822
(Sale) 19,044,768 19,044,768 19,044,768 -0-
Twentieth Century Investors Inc.:
Select Investors Fund 14,794,401 11,761,640 14,794,401 3,032,761
(Sale)
</TABLE>
F-18
<PAGE> 22
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in MAPCO Inc.'s Post-Effective
Amendment No. 1 to Registration Statement No. 33-13090 on Form S-8,
Registration Statement No. 2-77050 on Form S-8, Registration Statement No.
33-28722 on Form S-8, Registration Statement No. 33-29043 on Form S-8,
Registration Statement No. 33-29044 on Form S-8, Registration Statement No.
33-33217 on Form S-8 and Registration Statement No.33-34044 on Form S-3 of our
report dated June 23, 1994, appearing in this Annual report on Form 11-K of
MAPCO Inc. and Subsidiaries Profit Sharing and Savings Plan for the year ended
December 31, 1993.
/s/ DELOITTE & TOUCHE
Deloitte & Touche
Tulsa, Oklahoma
June 27, 1994
F-19
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