MAXUS ENERGY CORP /DE/
10-K/A, 1996-08-29
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>
 
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                        
                                  FORM 10-K/A
                                AMENDMENT NO. 1
(MARK ONE)
     [X]         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995

                                       OR

     [ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        COMMISSION FILE NUMBER 1-8567-2

                            MAXUS ENERGY CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              DELAWARE                                  75-1891531
   (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                   Identification No.)

      717 NORTH HARWOOD STREET                           75201-6594
            DALLAS, TEXAS                                (Zip Code)
(Address of principal executive offices)

       Registrant's telephone number, including area code: (214) 953-2000

          Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
                                                      NAME OF EACH EXCHANGE
TITLE OF EACH CLASS                                    ON WHICH REGISTERED
- -------------------                                   ---------------------
<S>                                                  <C>
$2.50 Cumulative Preferred Stock, $1.00 Par Value..  New York Stock Exchange
8/1//2% Sinking Fund Debentures Due April 1, 2008..  New York Stock Exchange
<CAPTION> 
          Securities registered pursuant to Section 12(g) of the Act:
<S>                                                  <C>
$4.00 Cumulative Convertible Preferred Stock, 
  $1.00 Par Value..................................  Nasdaq Stock Market
</TABLE>

      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, and (2) has been subject to such filing
requirements for the past 90 days.    [X] YES    [ ] 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.    [ ]

      The aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 1, 1996 was approximately $190,072,300.

      Shares of Common Stock outstanding at March 1, 1996--135,609,772.

                      DOCUMENTS INCORPORATED BY REFERENCE
                                     None

================================================================================
<PAGE>
 
      1.  COVER PAGE.  The cover page filed as part of the Registrant's Annual
          ----------                                                          
Report on Form 10-K for the year ended December 31, 1995 ("1995 Form 10-K") is
amended by substituting the cover page filed herewith for the corresponding
cover page of the previously filed 1995 Form 10-K.  Such substituted cover page
deletes the Registrant's Common Stock, $1.00 par value, from the list of
securities registered pursuant to Section 12(b) of the Securities Exchange Act
of 1934.

                                       2
<PAGE>
 
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         -----------------------------
                                   FORM 10-K
(MARK ONE)
     [X]         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995

                                       OR

     [ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                        COMMISSION FILE NUMBER 1-8567-2

                            MAXUS ENERGY CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              DELAWARE                                  75-1891531
    (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                 Identification No.)

       717 NORTH HARWOOD STREET                         75201-6594
           DALLAS, TEXAS                                (Zip Code)
(Address of principal executive offices)

       Registrant's telephone number, including area code: (214) 953-2000

          Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
                                                      NAME OF EACH EXCHANGE
TITLE OF EACH CLASS                                    ON WHICH REGISTERED
- ---------------------------------------------------  -----------------------
<S>                                                  <C>
$2.50 Cumulative Preferred Stock, $1.00 Par Value..  New York Stock Exchange
8/1//2% Sinking Fund Debentures Due April 1, 2008..  New York Stock Exchange
<CAPTION> 
          Securities registered pursuant to Section 12(g) of the Act:
<S>                                                  <C>
$4.00 Cumulative Convertible Preferred Stock, 
 $1.00 Par Value...................................  Nasdaq Stock Market
</TABLE>

      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, and (2) has been subject to such filing
requirements for the past 90 days.    [X] YES    [ ] 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.    [ ]

      The aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 1, 1996 was approximately $190,072,300.

      Shares of Common Stock outstanding at March 1, 1996--135,609,772.

                      DOCUMENTS INCORPORATED BY REFERENCE
                                     None

================================================================================
<PAGE>
 
                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Form 10-K/A Amendment
No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.


                                         MAXUS ENERGY CORPORATION

                                         By   /s/ W. Mark Miller
                                           -----------------------------------
                                              W. Mark Miller
                                              Executive Vice President and
                                                Treasurer


     August 29, 1996

                                       3


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