<PAGE> 1
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 10-K/A-1
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from.................to...................
Commission file number 1-5254
MAPCO INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 73-0705739
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1800 SOUTH BALTIMORE AVENUE, TULSA, OKLAHOMA 74119
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (918) 581-1800
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
---------------------------------------------------------------------------------------------
<S> <C>
Common Stock, $1.00 Par value New York Stock Exchange
Pacific Stock Exchange
Chicago Stock Exchange
$400 million in Debt Securities None
($400 million designated as Medium-Term Notes,
$353 million of which have been issued (and
$21 million of which have matured and have been
paid) as of March 27, 1995, with maturities
from 9 months to 30 years)
</TABLE>
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 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO .
THE AGGREGATE MARKET VALUE OF MAPCO INC.'S ("MAPCO") VOTING STOCK HELD BY
NON-AFFILIATES OF MAPCO, BASED ON THE LAST SALE PRICE OF MAPCO COMMON STOCK ON
THE NEW YORK STOCK EXCHANGE ON MARCH 27, 1995 WAS $1,587,192,192. ON THAT DATE,
29,894,968 SHARES OF MAPCO COMMON STOCK WERE OUTSTANDING, OF WHICH 29,392,448
SHARES WERE HELD BY NON-AFFILIATES.
DOCUMENTS INCORPORATED BY REFERENCE
LIST HEREUNDER THE FOLLOWING DOCUMENTS IF INCORPORATED BY REFERENCE AND THE
PART OF THE FORM 10-K INTO WHICH THE DOCUMENT IS INCORPORATED: PROXY STATEMENT
TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO REGULATION
14-A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (TO THE EXTENT SET FORTH IN PART
I, ITEM 1 AND PART III, ITEMS 10, 11, 12 AND 13 OF THIS ANNUAL REPORT).
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<PAGE> 2
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
MAPCO INC.
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its 1994 Annual Report on Form 10-K
as set forth in the pages attached hereto:
Cover Page (Revised to correct aggregate market value of voting stock
held by non-affiliates)
Page F-16 Note 10. "Employee Benefit Plans" to Notes to Consolidated
Financial Statements (revised to correct Net amortization and
deferral amount shown for 1993 from $11.3 million to ($11.3)
million.)
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
MAPCO INC.
By: /s/ FRANK S. DICKERSON, III
Frank S. Dickerson, III
Senior Vice President, Chief
Financial Officer and Treasurer
Dated: March 30, 1995
<PAGE> 3
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 10-K
---------------------
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
---------------------
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
---------------------
COMMISSION FILE NUMBER 1-5254
---------------------
MAPCO INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 73-0705739
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1800 SOUTH BALTIMORE AVENUE, TULSA, OKLAHOMA 74119
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (918) 581-1800
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
---------------------------------------------------------------------------------------------
<S> <C>
Common Stock, $1.00 Par value New York Stock Exchange
Pacific Stock Exchange
Chicago Stock Exchange
$400 million in Debt Securities None
($400 million designated as Medium-Term Notes,
$353 million of which have been issued (and
$21 million of which have matured and have been
paid) as of March 27, 1995, with maturities
from
9 months to 30 years)
</TABLE>
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 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES 'X' NO .
THE AGGREGATE MARKET VALUE OF MAPCO INC.'S ("MAPCO") VOTING STOCK HELD BY
NON-AFFILIATES OF MAPCO, BASED ON THE LAST SALE PRICE OF MAPCO COMMON STOCK ON
THE NEW YORK STOCK EXCHANGE ON MARCH 27, 1995 WAS $1,587,192,192. ON THAT DATE,
29,894,968 SHARES OF MAPCO COMMON STOCK WERE OUTSTANDING, OF WHICH 29,392,448
SHARES WERE HELD BY NON-AFFILIATES.
DOCUMENTS INCORPORATED BY REFERENCE
LIST HEREUNDER THE FOLLOWING DOCUMENTS IF INCORPORATED BY REFERENCE AND THE
PART OF THE FORM 10-K INTO WHICH THE DOCUMENT IS INCORPORATED: PROXY STATEMENT
TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO REGULATION
14-A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (TO THE EXTENT SET FORTH IN PART
I, ITEM 1 AND PART III, ITEMS 10, 11, 12 AND 13 OF THIS ANNUAL REPORT).
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<PAGE> 4
MAPCO INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 10. EMPLOYEE BENEFIT PLANS
MAPCO has two defined benefit plans covering substantially all employees.
One of these plans is the MAPCO Inc. and Subsidiaries Pension Plan which has two
separate benefit structures. The benefit formula for the MAPCO Inc. and
subsidiaries (except Coal) structure is a step-rate-plan formula based on final
average pay and years of service, while the benefit formula for the Coal
structure is a flat dollar unit formula based on years of service. The second
plan, which is significantly smaller and covers employees of South Atlantic Coal
Company, has a career average pay formula based on years of service. MAPCO's
funding policy for both of these plans is to make the minimum annual
contributions required by the Employee Retirement Income Security Act. No
contributions were required for 1994 due to the current favorable funded status
of these plans. The assets in these plans are primarily comprised of equity
securities, but also include fixed income securities, guaranteed investment
contracts and equity real estate investments.
Net periodic pension income from MAPCO's defined benefit pension plans
includes the following components (in millions):
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------
1994 1993 1992
------ ------ ------
<S> <C> <C> <C>
Service cost............................................... $ (5.9) $ (5.4) $ (5.0)
Interest cost on projected benefit obligation.............. (10.5) (9.8) (8.8)
Actual return on plan assets............................... .5 27.6 13.0
Net amortization and deferral.............................. 16.0 (11.3) 2.8
------ ------ ------
Net periodic pension income................................ $ .1 $ 1.1 $ 2.0
====== ====== ======
</TABLE>
The funded status of MAPCO's defined benefit pension plans and the amounts
recognized in MAPCO's consolidated balance sheets are as follows (in millions):
<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1994 1993
------- -------
<S> <C> <C>
Vested benefit obligation......................................... $(109.2) $(119.3)
======= =======
Accumulated benefit obligation.................................... $(115.4) $(126.6)
======= =======
Projected benefit obligation...................................... $(129.4) $(143.3)
Plan assets at fair value......................................... 153.2 158.0
------- -------
Plan assets in excess of projected benefit obligation............. 23.8 14.7
Unrecognized net actuarial loss................................... 8.9 18.3
Unrecognized prior service cost................................... 2.5 5.6
Remaining unrecognized net asset existing at date of initial
application..................................................... (7.2) (10.7)
------- -------
Prepaid pension cost.............................................. $ 28.0 $ 27.9
======= =======
</TABLE>
The rates used in determining pension income for the two pension plans for
1994 and the funded status of the plans on December 31, 1994 are as follows:
<TABLE>
<CAPTION>
SOUTH
MAPCO INC. ATLANTIC
AND SUBSIDIARIES COAL COMPANY
---------------- ------------
<S> <C> <C>
Discount rate............................................ 9.0% 9.0%
Rate of increase in compensation......................... 5.0% 4.0%
Long-term rate of return on plan assets.................. 10.0% 10.0%
</TABLE>
F-16
