<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ending December 31, 1993
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-8567-2
A. Full Title of the Plan:
MAXUS ENERGY CORPORATION
EMPLOYEE SHAREHOLDING AND INVESTMENT PLAN
B. Name of the Issuer of the securities held pursuant to the Plan and
the address of its principal executive office:
MAXUS ENERGY CORPORATION
717 NORTH HARWOOD STREET
DALLAS, TEXAS 75201
<PAGE>
Required Information
- - - - - --------------------
(a) Financial Statements.
See "Index to Financial Statements" on page F-1.
(b) Exhibit.
The following document is an exhibit to this Form 11-K:
Exhibit
Number Document
------ --------
1 - Consent of Price Waterhouse, filed herewith.
<PAGE>
EMPLOYEE SHAREHOLDING AND INVESTMENT PLAN
-----------------------------------------
INDEX TO FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
--------------------------
<TABLE>
<CAPTION>
Page Number
-----------
<S> <C>
Financial statements:
Report of Independent Accountants F- 2
Statement of Net Assets Available for
Plan Benefits at December 31, 1993
and 1992 F- 3
Statement of Changes in Net Assets
Available for Plan Benefits for
the Year Ended December 31, 1993 F- 4
Notes to Financial Statements F- 5-8
Supplemental schedules:
Schedule I - Investments at December 31,
1993 F- 9
Schedule II - Transactions in Excess of 5%
of the Fair Market Value of the Plan Assets
for the Year Ended December 31, 1993 F- 10
</TABLE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Participants and Administrator
of the Maxus Energy Corporation
Employee Shareholding and Investment Plan
In our opinion, the financial statements listed in the accompanying index
present fairly, in all material respects, the net assets available for plan
benefits of the Maxus Energy Corporation Employee Shareholding and Investment
Plan at December 31, 1993 and 1992, and the changes in net assets available for
plan benefits for the year ended December 31, 1993, in conformity with generally
accepted accounting principles. 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 of these statements in accordance with generally accepted auditing
standards which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in Schedules I
and II is presented for purposes of additional analysis and is not a required
part of the basic financial statements but is additional information required by
ERISA. Such information has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
Price Waterhouse
PRICE WATERHOUSE
Dallas, Texas
June 23, 1994
F-2
<PAGE>
MAXUS ENERGY CORPORATION
EMPLOYEE SHAREHOLDING AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
December 31, 1993
-----------------------------------------------------------------------------------------
Retirement
Government Maxus Money Growth &
Securities Stock Equity Market Income
Total Fund Fund Fund Fund Fund
----------- ----------- ------------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Investments, at market value
Maxus Energy Corporation common
stock (cost - $18,924,141) $12,584,714 $12,584,714
U.S. Government securities mutual
fund (cost - $7,686,448) $7,736,356 $7,736,356
Equity mutual fund
(cost - $7,718,158) $8,609,639 $8,609,639
Retirement money market investment
(cost - $3,523,792) $3,523,792 $3,523,792
Equity growth & income fund
(cost - $1,898,069) $1,994,252 $1,994,252
----------- ----------- ------------ ----------- ------------ ------------
Net assets available for plan
benefits $34,448,753 $7,736,356 $12,584,714 $8,609,639 $3,523,792 $1,994,252
=========== =========== ============ =========== ============ ============
December 31, 1992
-----------------------------------------------------------------------------------------
Retirement
Government Maxus Money Growth &
Securities Stock Equity Market Income
Total Fund Fund Fund Fund Fund
----------- ----------- ------------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Investments, at market value
Maxus Energy Corporation common
stock (cost - $17,178,843) $13,281,942 $13,281,942
U.S. Government securities mutual
fund (cost - $7,197,098) 7,453,017 $7,453,017
Equity mutual fund
(cost - $5,593,388) 5,802,924 $5,802,924
Retirement money market investment
(cost - $3,713,349) 3,713,349 $3,713,349
Equity growth & income fund
(cost - $536,827) 524,097 $524,097
----------- ----------- ------------ ----------- ------------ ------------
Net assets available for plan
benefits $30,775,329 $7,453,017 $13,281,942 $5,802,924 $3,713,349 $524,097
=========== =========== ============ =========== ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
MAXUS ENERGY CORPORATION
EMPLOYEE SHAREHOLDING AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
Year Ended December 31, 1993
-----------------------------------------------------------------------------------------
Retirement
Government Maxus Money Growth &
Securities Stock Equity Market Income
Total Fund Fund Fund Fund Fund
------------ ----------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income
Dividends $895,663 $797,111 $98,552
Interest 740,392 $627,895 $112,497
------------ ----------- ------------ ----------- ------------ ------------
Total income 1,636,055 627,895 797,111 112,497 98,552
------------ ----------- ------------ ----------- ------------ ------------
Contributions
Employee 3,222,017 664,518 $688,812 1,080,822 389,463 398,402
Employer 2,551,029 2,551,029
Other 137,563 17,952 13,307 54,377 26,846 25,081
------------ ----------- ------------ ----------- ------------ ------------
Total contributions 5,910,609 682,470 3,253,148 1,135,199 416,309 423,483
------------ ----------- ------------ ----------- ------------ ------------
Investment changes transferred in 5,173,056 966,120 1,244,572 894,443 892,867 1,175,054
Loan payments 722,276 42,991 593,649 52,614 15,766 17,256
------------ ----------- ------------ ----------- ------------ ------------
Total additions 13,441,996 2,319,476 5,091,369 2,879,367 1,437,439 1,714,345
------------ ----------- ------------ ----------- ------------ ------------
Deductions from net assets
attributed to:
(Gain) loss on sale of investments (183,341) (41,067) (34,488) (86,190) (21,596)
Change in unrealized (appreciation)
depreciation in market value 1,857,678 206,010 2,442,526 (681,945) (108,913)
Benefits Paid 1,655,440 273,744 686,404 328,943 276,797 89,552
Loan Distributions 1,228,928 197,554 854,443 75,172 80,730 21,029
Investment changes transferred out 5,209,867 1,399,896 1,839,712 436,672 1,269,469 264,118
------------ ----------- ------------ ----------- ------------ ------------
Total deductions 9,768,572 2,036,137 5,788,597 72,652 1,626,996 244,190
------------ ----------- ------------ ----------- ------------ ------------
Net increase (decrease) 3,673,424 283,339 (697,228) 2,806,715 (189,557) 1,470,155
Net assets available for plan
benefits:
Beginning of year 30,775,329 7,453,017 13,281,942 5,802,924 3,713,349 524,097
------------ ----------- ------------ ----------- ------------ ------------
End of year $34,448,753 $7,736,356 $12,584,714 $8,609,639 $3,523,792 $1,994,252
============ =========== ============ =========== ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
MAXUS ENERGY CORPORATION
EMPLOYEE SHAREHOLDING AND INVESTMENT PLAN
-----------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - THE PLAN:
- - - - - -----------------
The Maxus Energy Corporation Employee Shareholding and Investment Plan (the
"Plan") is a defined contribution employee benefit plan in which most full-time
salaried and full-time hourly employees of Maxus Energy Corporation (the
"Corporation"), except for members of any bargaining unit which has not accepted
the Plan, are eligible to participate. An employee is eligible to enroll in the
Plan on the first day of the month following the date of employment. The
previous description provides only general information. Participants should
refer to the summary plan description or the Plan document for a more complete
explanation of the Plan's provisions.
NOTE 2 - ACCOUNTING POLICIES:
- - - - - ----------------------------
Basis of Accounting - The accompanying financial statements have been prepared
on the accrual basis of accounting. The trustee holds and manages the funds and
distributes cash and stock to the Plan participants.
The assets of the Government Securities Fund, the Equity Fund, the Retirement
Money Market Fund and the Growth & Income Fund are invested in separate funds
managed by independent registered investment advisors.
Valuation of Investments - Investments are valued at current value based on
quoted market prices. Net market appreciation or depreciation of the
investments is reflected in the statement of changes in net assets available for
plan benefits. The gains or losses on forfeitures are determined by comparing
the current value of the Plan amounts forfeited with their average cost.
Calculation of Investment Gains and Losses - The realized (gain) loss on sale of
investments as reported in the statement of changes in net assets available for
plan benefits is calculated based on historical cost. Net unrealized
(appreciation) depreciation on investments as reported in the statement of
changes in net assets available for plan benefits represents the net change in
market value of securities held during the year, with adjustments for securities
sold.
Forfeitures- A participant forfeits any non-vested employer contributions upon
termination of employment for reasons other than retirement, death or
disability. Forfeitures are utilized to reduce the Corporation's matching
contributions and were immaterial for 1993.
F-5
<PAGE>
Under ERISA guidelines, and for Form 5500 reporting purposes, the (gain) loss on
the sale of investments and (appreciation) depreciation on investments is
calculated on a current value basis rather than the historical cost basis as
described above. This results in a difference between the amounts reported on
Form 5500 compared to the statement of changes in net assets available for plan
benefits included herein. Under ERISA guidelines, the (gain) loss on sale of
investments and (appreciation) depreciation on investments were as follows for
the year ended December 31, 1993:
<TABLE>
<CAPTION>
Government Maxus Growth &
Securities Stock Equity Income
Total Fund Fund Fund Fund
------------ ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
(Gain) loss on sale of
investments $(801,813 ) $ 333 $ (677,896) $ (87,538) $( 36,712)
Unrealized (appreciation)
depreciation on investments 2,476,150 164,610 3,085,934 (680,596) (93,798 )
</TABLE>
Participants Loans - Loans outstanding aggregating $2,264,155 and $1,638,483 at
December 31, 1993 and 1992, respectively, and bearing interest at a bank's prime
rate, are not included in the statement of net assets available for plan
benefits.
A participant may obtain a loan from all of his accounts. Both the principal
and interest portions of the repayments are credited to the accounts from which
the loan proceeds were obtained in the same proportion as the proceeds were
obtained.
Expenses - Administrative expenses of the Plan are paid by the Corporation.
- - - - - --------
NOTE 3 - PLAN PARTICIPATION AND WITHDRAWALS:
- - - - - -------------------------------------------
There were approximately 910 participants (875 in 1992) contributing to the Plan
at December 31, 1993. A participating employee may invest his contributions in
multiples of five percent in one or more of the following active funds: the
Government Securities Fund, the Maxus Stock Fund, the Equity Fund, the
Retirement Money Market Fund and the Growth & Income Fund. Participants with
balances in the various funds were as follows:
<TABLE>
<CAPTION>
December 31,
------------
1993 1992
----- -----
<S> <C> <C>
Government Securities Fund 622 622
Maxus Stock Fund 981 918
Equity Fund 646 563
Retirement Money Market Fund 439 484
Growth & Income Fund 300 129
</TABLE>
F-6
<PAGE>
The Corporation contributes an amount equal to a participant's contribution,
limited to a maximum of six percent of the participant's base pay. This
matching contribution can be made in cash or in the Corporation's common stock.
The number of common shares contributed, if the latter selection is made, is
based upon the market price of the stock on the day preceding the contribution.
Matching contributions were made in the Corporation's common stock in 1992 and
1993.
Participating employees receive a lump sum payment of all vested contributions
upon retirement, disability, death or termination. Also, participating
employees may make a withdrawal from their participant after-tax accounts and
their vested employer contributed accounts at the end of any month. If a
participant makes such a withdrawal, one year must elapse before another can be
made.
NOTE 4 - VESTED INTEREST IN PLAN EQUITY:
- - - - - ---------------------------------------
Plan participants are vested at all times in their employee contributed
accounts. Vesting of employer contributions to a participant's account is
achieved upon five years of service. In the event of retirement, death or
disability, the participant immediately becomes fully vested. In addition, in
the event the Plan is terminated or partially terminated, employer contributions
are discontinued, or a subsidiary of the Corporation terminates its
participation in the Plan, the affected participants' employer contributed
accounts will become fully vested. If a participant's employment is terminated
by the Corporation or if a participant voluntarily terminates employment within
30 days after being required to assume less pay, less responsibility or a lower
job classification or to move more than 20 miles to a new workplace anytime
during a two-year period following a change in control of the Corporation, the
participant's employer contributed accounts will become non-forfeitable and
fully vested.
During 1993, participants withdrew $576,288 in vested employer contributions.
NOTE 5 - INCOME TAXES:
- - - - - ---------------------
Management believes that the plan is qualified under section 401(a) and 401(k)
of the Internal Revenue Code and therefore is exempt from taxation under section
501(c). The Internal Revenue Service granted a favorable letter of
determination to the plan in August of 1986. Employees participating in the
plan are taxed at the time of distribution on the amount on which applicable
taxes have not been paid.
Management is unaware of any variations in the operations of the Plan from the
terms of the Plan documents as amended. Management believes the Plan is
qualified under the applicable sections of the Internal Revenue Code and ERISA.
The Plan has complied with the fidelity bonding requirements of ERISA.
F-7
<PAGE>
NOTE 6 - UNREALIZED (APPRECIATION)
DEPRECIATION IN MARKET VALUE:
- - - - - ----------------------------------
The unrealized (appreciation) depreciation in the market value of investments
during the year ended December 31, 1993 was as follows:
<TABLE>
<CAPTION>
Market Value
Less (Greater) than Cost
-------------------------------------------------------------
Government Maxus Growth &
Securities Stock Equity Income
Total Fund Fund Fund Fund
----------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Unrealized (appreciation)
depreciation at:
January 1, 1993 $3,444,177 (255,919) 3,896,901 (209,536) $ 12,730
December 31, 1993 5,301,854 (49,908) 6,339,427 (891,481) $ (96,183)
----------- --------- ----------- ---------- ---------
1993 change in unrealized
(appreciation) depreciation
in market value $1,857,677 $ 206,011 $2,442,526 $(681,945) $(108,913)
=========== ========= =========== ========== =========
</TABLE>
The market price per share of the Corporation's common stock at December 31,
1993 and 1992 used in the above table for the Maxus Stock Fund was $5-1/2 and
$6-5/8, respectively.
Note 7 - CONTINGENCIES:
- - - - - ----------------------
The Plan has been named as a defendant in a lawsuit brought by former Plan
participants who claim they are entitled to certain forfeited benefits due to an
alleged partial termination of the Plan. It is believed that this lawsuit is
without merit and will not pose a significant liability to the Plan.
F-8
<PAGE>
SCHEDULE I
----------
MAXUS ENERGY CORPORATION
EMPLOYEE SHAREHOLDING AND INVESTMENT PLAN
-----------------------------------------
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
-----------------------------------------------
DECEMBER 31, 1993
-----------------
<TABLE>
<CAPTION>
Name of Issuer and Number of Current
Title of Issue Shares Cost Value (a)
------------------ --------- ----------- -----------
<S> <C> <C> <C>
GOVERNMENT SECURITIES FUND
- - - - - --------------------------
Fidelity Income Fund -
Ginnie Mae Portfolio 712,372 $ 7,686,448 $ 7,736,356
=========== ===========
MAXUS STOCK FUND
- - - - - ----------------
Maxus Energy Corporation
Common Stock 2,288,130 $18,924,141 $12,584,714
=========== ===========
EQUITY FUND
- - - - - -----------
Fidelity Magellan Fund 121,519 $ 7,718,158 $ 8,609,639
=========== ===========
MONEY MARKET FUND
- - - - - -----------------
Fidelity Money Market Trust -
Retirement Money Market
Portfolio 3,523,792 $ 3,523,792 $ 3,523,792
=========== ===========
GROWTH & INCOME FUND
- - - - - --------------------
Fidelity Growth & Income
Portfolio 89,750 $ 1,898,069 $ 1,994,252
=========== ===========
</TABLE>
(a) Current value represents closing prices at December 31, 1993.
F-9
<PAGE>
SCHEDULE II
-----------
MAXUS ENERGY CORPORATION
EMPLOYEE SHAREHOLDING AND INVESTMENT PLAN
-----------------------------------------
SCHEDULE OF REPORTABLE TRANSACTIONS
-----------------------------------
AS OF DECEMBER 31, 1993
-----------------------
<TABLE>
<CAPTION>
Number of
Total Total Transactions
Name of Issuer and Purchase Selling ----------------- Net
Title of Issue Price Price Purchases Sales (Gain)/Loss
------------------ ---------- ---------- --------- ----- -----------
<S> <C> <C> <C> <C> <C>
GOVERNMENT SECURITIES FUND
- - - - - --------------------------
Fidelity Income Fund -
Ginnie Mae Portfolio $2,319,476 $1,871,194 146 94 $(41,067)
========== ========== ========
MAXUS STOCK FUND
- - - - - ----------------
Maxus Energy Corporation
Common Stock $5,150,977 $3,440,168 110 65 $(34,488)
========== ========== ========
EQUITY FUND
- - - - - -----------
Fidelity Magellan Fund $2,879,368 $ 840,787 131 59 $(86,190)
========== ========== ========
RETIREMENT MONEY MARKET FUND
- - - - - ----------------------------
Fidelity Money Market Trust -
Retirement Money Market
Portfolio $1,437,439 $1,626,997 121 111 $ 0
========== ========== ========
GROWTH & INCOME FUND
- - - - - --------------------
Fidelity Growth & Income
Portfolio $1,714,345 $ 374,699 122 32 $(21,596)
========== ========== ========
</TABLE>
F-10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Maxus Energy Corporation Employee Benefits Committee has duly caused this annual
report to be signed on behalf of the Maxus Energy Corporation Employee
Shareholding And Investment Plan by the undersigned hereunto duly authorized.
June 24, 1994
MAXUS ENERGY CORPORATION EMPLOYEE
SHAREHOLDING AND INVESTMENT PLAN
By: MAXUS ENERGY CORPORATION
EMPLOYEE BENEFITS COMMITTEE
By: David O. Smith
-----------------------------
David O. Smith, Secretary
69411k-3
<PAGE>
EXHIBIT INDEX
The following document is an exhibit to this Form 11-K:
Exhibit
Number Document
- - - - - ------ --------
1 Consent of Price Waterhouse, filed herewith.
69411k-4
<PAGE>
EXHIBIT 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 33-28353 and 33-55918), and any existing amendments
thereto, of Maxus Energy Corporation Employee Shareholding and Investment Plan
of our report dated June 23, 1994 appearing on Page F-2 of this Form 11-K for
the year ended December 31, 1993.
Price Waterhouse
PRICE WATERHOUSE
Dallas, Texas
June 23, 1994
pw.pg
