<PAGE>
- - - - - --------------------------------------------------------------------------------
- - - - - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM 10-K/A
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934
ORYX ENERGY COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
AMENDMENT NO. 1
The undersigned Registrant hereby amends the following items of its Annual
Report on Form 10-K for the fiscal year ended December 31, 1993, as set forth in
the pages attached hereto:
Part IV. Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K
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.
Oryx Energy Company
By: /s/ Edward W. Moneypenny
--------------------------------
Edward W. Moneypenny
SENIOR VICE PRESIDENT, FINANCE AND
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER)
Date: June 23, 1994
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
The Registrant hereby amends Item 14(a) by filing the following exhibit thereto:
99.1 Form 11-K for the fiscal year ended December 31, 1993, of the Oryx
Energy Company Capital Accumulation Plan
<PAGE>
EXHIBIT 99.1
- - - - - --------------------------------------------------------------------------------
- - - - - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ____________________ to ____________________
Commission file number 1-10053
A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT
OF THE ISSUER NAMED BELOW:
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS
OF ITS PRINCIPAL EXECUTIVE OFFICE:
ORYX ENERGY COMPANY
13155 NOEL ROAD
DALLAS, TEXAS 75240-5067
<PAGE>
REQUIRED INFORMATION
PAGE
----
Report of Independent Accountants . . . . . . . . . . . . . . . . . . .F-1
Balance Sheet as of December 31, 1993 . . . . . . . . . . . . . . . . .F-2
Balance Sheet as of December 31, 1992 . . . . . . . . . . . . . . . . .F-3
Statement of Income and Changes in Plan Equity
for the Year Ended December 31, 1993. . . . . . . . . . . . . . . . .F-4
Statement of Income and Changes in Plan Equity
for the Year Ended December 31, 1992. . . . . . . . . . . . . . . . .F-5
Statement of Income and Changes in Plan Equity
for the Year Ended December 31, 1991. . . . . . . . . . . . . . . . .F-6
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . .F-7
Schedules
Schedules I, II and III have been omitted
because the required information is shown
in the financial statements or notes thereto.
Exhibits
a. Consent of Independent Accountants
1
<PAGE>
SIGNATURE
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan Administrator has duly caused this annual report to be signed by the
undersigned, thereunto duly authorized.
Oryx Energy Company
Capital Accumulation Plan
By: /s/ Frances G. Heartwell
--------------------------------
Frances G. Heartwell
PLAN ADMINISTRATOR
Date: June 23, 1994
2
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator of the Oryx Energy Company Capital Accumulation Plan:
We have audited the balance sheets of the Oryx Energy Company Capital
Accumulation Plan as of December 31, 1993 and 1992, and the related statements
of income and changes in plan equity for each of the three years in the period
ended December 31, 1993. 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, the financial statements referred to above present fairly, in
all material respects, the financial position of the Oryx Energy Company Capital
Accumulation Plan as of December 31, 1993 and 1992, and the results of its
operations for each of the three years in the period ended December 31, 1993 in
conformity with generally accepted accounting principles.
Coopers & Lybrand
Dallas, Texas
June 17, 1994
F-1
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
BALANCE SHEET
DECEMBER 31, 1993
<TABLE>
<CAPTION>
FUND FUND FUND FUND FUND FUND PARTICIPANT
A B C D ESOP L LOANS TOTAL
---- ---- ---- ---- ---- ---- ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at Market
Value (Notes 1 and 2):
Participation in:
Short-term funds (cost
approximates market
value) . . . . . . . . $12,299,958 $11,774,387 $11,908,176 $470,691 $2,516,356 $271,538 $114,886 $39,355,992
Capital preservation
fund . . . . . . . . . -- -- 66,214,605 -- -- -- -- 66,214,605
Oryx Energy Company
common stock fund
(245,764 shares;
cost $7,606,040) . . . -- -- -- 4,239,429 -- -- -- 4,239,429
Oryx Energy Company
ESOP common stock
fund (779,674 shares;
cost $19,080,954) . . -- -- -- -- 13,449,377 -- -- 13,449,377
Oryx Energy Company
leveraged ESOP
common stock fund
(2,709,084 shares;
cost $103,991,386)
(Note 4) . . . . . . . -- -- -- -- -- 46,731,699 -- 46,731,699
Participant loans . . . -- -- -- -- -- -- 4,972,378 4,972,378
Cash and Receivables . . . 10,320 10,241 94,730 430 54,967 576 90,006 261,270
Company Contribution
Receivable . . . . . . . . -- -- -- -- -- 1,656,760 -- 1,656,760
Interfund Receivable
(Payable) . . . . . . . . 51,166 10,908 67,188 11,247 (30,845) -- (109,664) --
----------- ----------- ----------- ---------- ----------- ----------- ---------- ------------
TOTAL ASSETS . . . . . . . $12,361,444 $11,795,536 $78,284,699 $4,721,797 $15,989,855 $48,660,573 $5,067,606 $176,881,510
----------- ----------- ----------- ---------- ----------- ----------- ---------- ------------
----------- ----------- ----------- ---------- ----------- ----------- ---------- ------------
LIABILITIES AND
PLAN EQUITY
Withdrawals and Other
Benefits Payable . . . . . $ -- $5,375 $25,166 $7,572 $ -- $64,142 $ -- $102,255
Accrued Interest Payable . -- -- -- -- -- 1,404,836 -- 1,404,836
Other Payables . . . . . . 2,000 12,500 -- -- -- -- -- 14,500
ESOP Note Payable
(Note 4) . . . . . . . . . -- -- -- -- -- 102,250,000 -- 102,250,000
Plan Equity (Deficit) . . . 12,359,444 11,777,661 78,259,533 4,714,225 15,989,855 (55,058,405) 5,067,606 73,109,919
----------- ----------- ----------- ---------- ----------- ----------- ---------- ------------
TOTAL LIABILITIES
AND PLAN EQUITY . . . . . $12,361,444 $11,795,536 $78,284,699 $4,721,797 $15,989,855 $48,660,573 $5,067,606 $176,881,510
----------- ----------- ----------- ---------- ----------- ----------- ---------- ------------
----------- ----------- ----------- ---------- ----------- ----------- ---------- ------------
</TABLE>
(See Accompanying Notes)
F-2
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
BALANCE SHEET
DECEMBER 31, 1992
<TABLE>
<CAPTION>
FUND FUND FUND FUND FUND FUND PARTICIPANT
A B C D ESOP L LOANS TOTAL
---- ---- ---- ---- ---- ---- ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at Market
Value (Notes 1 and 2):
Participation in:
Short-term funds (cost
approximates market
value) . . . . . . . . $707,785 $781,048 $7,172,854 $93,324 $719,393 $277,000 $ -- $9,751,404
Diversified stock fund
(cost $6,355,166) . . 10,788,779 -- -- -- -- -- -- 10,788,779
Diversified investment
fund (cost $6,803,002) -- 8,103,231 -- -- -- -- -- 8,103,231
Capital preservation
fund . . . . . . . . . -- -- 74,429,666 -- -- -- -- 74,429,666
Oryx Energy Company
common stock fund
(280,825 shares;
cost $8,914,416) . . . -- -- -- 5,511,191 -- -- -- 5,511,191
Oryx Energy Company
ESOP common stock
fund (1,019,344 shares;
cost $24,933,422) . . -- -- -- -- 20,004,626 -- -- 20,004,626
Oryx Energy Company
leveraged ESOP
common stock fund
(2,753,490 shares;
cost $105,692,617)
(Note 4) . . . . . . . -- -- -- -- -- 54,037,241 -- 54,037,241
Participant loans . . . -- -- -- -- -- -- 2,241,874 2,241,874
Cash and Receivables . . . 101,701 63,712 281,110 53,698 1,952 1,990 -- 504,163
Company Contribution
Receivable . . . . . . . . -- -- -- -- -- 1,677,493 -- 1,677,493
Interfund Receivable
(Payable) . . . . . . . . (59,667) 13,362 (299,606) (78,954) (72,560) -- 497,425 --
----------- ----------- ----------- ---------- ------------------- ------------------------------
TOTAL ASSETS . . . . . . . $11,538,598 $8,961,353 $81,584,024 $5,579,259 $20,653,411 $55,993,724 $2,739,299 $187,049,668
----------- ---------- ----------- ---------- ----------- ----------- ---------- ------------
----------- ---------- ----------- ---------- ----------- ----------- ---------- ------------
LIABILITIES AND
PLAN EQUITY
Withdrawals and Other
Benefits Payable . . . . . $140,580 $135,943 $2,016,637 $47,924 $394,867 $5,278 $ -- $2,741,229
Accrued Interest Payable . -- -- -- -- -- 1,496,811 -- 1,496,811
Other Payables . . . . . . 4,190 11,052 24,215 2,428 5,090 -- -- 46,975
ESOP Note Payable
(Note 4) . . . . . . . . . -- -- -- -- -- 104,550,000 -- 104,550,000
Plan Equity (Deficit) . . . 11,393,828 8,814,358 79,543,172 5,528,907 20,253,454 (50,058,365) 2,739,299 78,214,653
----------- ---------- ----------- ---------- ----------- ----------- ---------- ------------
TOTAL LIABILITIES
AND PLAN EQUITY . . . . . $11,538,598 $8,961,353 $81,584,024 $5,579,259 $20,653,411 $55,993,724 $2,739,299 $187,049,668
----------- ---------- ----------- ---------- ----------- ----------- ---------- ------------
----------- ---------- ----------- ---------- ----------- ----------- ---------- ------------
</TABLE>
(See Accompanying Notes)
F-3
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
FUND FUND FUND FUND FUND FUND PARTICIPANT
A B C D ESOP L LOANS TOTAL
---- ---- ---- ---- ---- ---- ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions (Deductions):
Employee
contributions . . . . . $1,093,415 $640,230 $3,006,859 $639,061 $ -- $ -- $ -- $5,379,565
Employer
contributions . . . . . -- -- -- -- -- 10,084,399 -- 10,084,399
Interfund transfers . . . (51,524) 1,830,038 (2,177,352) (577,960) (806,427) (341,068) 2,124,293 --
Dividend income . . . . . 337,220 510,769 -- 111,752 378,553 1,089,857 -- 2,428,151
Interest income . . . . . 110 242 6,295,688 2,837 24,326 5,667 247,936 6,576,806
Other receipts . . . . . -- -- -- 1,061 2,368 3,083 -- 6,512
Realized gain (loss) on
investments (Note 5) . . 5,116,482 2,168,480 -- (692,756) (1,139,829) (741,949) -- 4,710,428
Unrealized appreciation
(depreciation) of
investments (Note 5) . . (4,433,613) (1,300,229) -- 36,614 (702,782) (5,604,310) -- (12,004,320)
Withdrawals and other
benefit payments . . . . (1,079,942) (834,756) (8,334,982) (322,508) (2,005,101) (676,376) (43,922) (13,297,587)
Interest expense
(Note 4) . . . . . . . . -- -- -- -- -- (8,819,343) -- (8,819,343)
Administrative expense
(Note 2) . . . . . . . . (16,532) (51,471) (73,852) (12,783) (14,707) -- -- (169,345)
----------- ----------- ----------- ---------- ----------- ------------ ---------- -----------
Net Additions
(Deductions) . . . . . . . 965,616 2,963,303 (1,283,639) (814,682) (4,263,599) (5,000,040) 2,328,307 (5,104,734)
Plan Equity (Deficit),
January 1, 1993 . . . . . 11,393,828 8,814,358 79,543,172 5,528,907 20,253,454 (50,058,365) 2,739,299 78,214,653
----------- ----------- ----------- ---------- ----------- ------------ ---------- -----------
Plan Equity (Deficit),
December 31, 1993 . . . . $12,359,444 $11,777,661 $78,259,533 $4,714,225 $15,989,855 $(55,058,405) $5,067,606 $73,109,919
----------- ----------- ----------- ---------- ----------- ------------ ---------- -----------
----------- ----------- ----------- ---------- ----------- ------------ ---------- -----------
</TABLE>
(See Accompanying Notes)
F-4
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1992
<TABLE>
<CAPTION>
FUND FUND FUND FUND FUND FUND PARTICIPANT
A B C D ESOP L LOANS TOTAL
---- ---- ---- ---- ---- ---- ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions (Deductions):
Employee
contributions . . . . . $1,300,783 $604,937 $4,172,807 $1,062,118 $ -- $ -- $ -- $7,140,645
Employer
contributions . . . . . -- -- -- -- -- 8,633,789 -- 8,633,789
Interfund transfers . . . (402,394) 499,774 (2,321,549) 524,545 (1,039,675) -- 2,739,299 --
Dividend income . . . . . 338,889 525,836 -- 222,898 980,752 2,236,046 -- 4,304,421
Interest income . . . . . 21,422 20,842 7,575,913 10,135 32,756 19,505 -- 7,680,573
Realized gain (loss) on
investments (Note 5) . . 1,005,494 284,292 -- (671,267) (1,057,393) (1,533,534) -- (1,972,408)
Unrealized appreciation
(depreciation) of
investments (Note 5) . . (560,825) (229,354) -- (916,392) (6,521,178) (15,344,825) -- (23,572,574)
Withdrawals and other
benefit payments . . . . (3,427,023) (2,184,396) (28,102,018) (1,413,939) (8,084,965) (1,894,636) -- (45,106,977)
Interest expense
(Note 4) . . . . . . . . -- -- -- -- -- (9,059,545) -- (9,059,545)
Administrative expense
(Note 2) . . . . . . . . (15,458) (41,903) (96,632) (9,704) (17,632) -- -- (181,329)
----------- ---------- ----------- ---------- ----------- ------------ ---------- -----------
Net Additions
(Deductions) . . . . . . . (1,739,112) (519,972) (18,771,479) (1,191,606) (15,707,335) (16,943,200) 2,739,299 (52,133,405)
Plan Equity (Deficit),
January 1, 1992 . . . . . 13,132,940 9,334,330 98,314,651 6,720,513 35,960,789 (33,115,165) -- 130,348,058
----------- ---------- ----------- ---------- ----------- ------------ ---------- -----------
Plan Equity (Deficit),
December 31, 1992 . . . . $11,393,828 $8,814,358 $79,543,172 $5,528,907 $20,253,454 ($50,058,365) $2,739,299 $78,214,653
----------- ---------- ----------- ---------- ----------- ------------ ---------- -----------
----------- ---------- ----------- ---------- ----------- ------------ ---------- -----------
</TABLE>
(See Accompanying Notes)
F-5
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1991
<TABLE>
<CAPTION>
FUND FUND FUND FUND FUND FUND
A B C D ESOP L TOTAL
---- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Additions (Deductions):
Employee
contributions . . . . . $1,332,111 $655,697 $5,883,173 $1,697,782 $ -- $ -- $9,568,763
Employer
contributions . . . . . -- -- -- -- -- 7,485,467 7,485,467
Interfund transfers . . . 653,949 166,054 (963,003) 2,239,968 (2,093,767) (3,201) --
Dividend income . . . . . 335,609 542,127 -- 203,219 1,810,279 3,420,973 6,312,207
Interest income . . . . . 29,770 21,956 8,624,751 16,050 54,212 30,819 8,777,558
Other receipts . . . . . -- -- -- -- 3,788 50 3,838
Realized gain (loss) on
investments (Note 5) . . 53,869 (178) -- (89,710) 2,256,396 (86,816) 2,133,561
Unrealized appreciation
(depreciation) of
investments (Note 5) . . 2,350,878 1,175,043 -- (1,807,387) (17,465,869) (29,811,033) (45,558,368)
Withdrawals and other
benefit payments . . . . (680,102) (602,365) (11,345,587) (394,611) (6,111,623) (513,532) (19,647,820)
Interest expense (Note 4) -- -- -- -- -- (9,217,698) (9,217,698)
Administrative expense
(Note 2) . . . . . . . . (14,224) (39,876) (71,119) (12,789) (22,341) -- (160,349)
Transfers from the Plan
(Note 6) . . . . . . . . (4,881) (18,740) (347,005) (19,920) (269,402) (56,900) (716,848)
----------- ---------- ----------- ---------- ----------- ----------- ------------
Net Additions (Deductions) 4,056,979 1,899,718 1,781,210 1,832,602 (21,838,327) (28,751,871) (41,019,689)
Plan Equity (Deficit),
January 1, 1991 . . . . . 9,075,961 7,434,612 96,533,441 4,887,911 57,799,116 (4,363,294) 171,367,747
----------- ---------- ----------- ---------- ----------- ----------- ------------
Plan Equity (Deficit),
December 31, 1991 . . . . $13,132,940 $9,334,330 $98,314,651 $6,720,513 $35,960,789 ($33,115,165) $130,348,058
----------- ---------- ----------- ---------- ----------- ----------- ------------
----------- ---------- ----------- ---------- ----------- ----------- ------------
</TABLE>
(See Accompanying Notes)
F-6
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS
1. GENERAL DESCRIPTION
The Oryx Energy Company Capital Accumulation Plan (Plan) is a combined
stock bonus and employee stock ownership plan (ESOP) sponsored by Oryx
Energy Company (Oryx Energy or Company) and became effective on November 1,
1988. The Plan provides an individual account for each participant.
Amounts disbursed to participants or conversions between funds are based
solely upon amounts contributed to each participant's account adjusted to
reflect any withdrawals and distributions, investment earnings attributable
to such fund balances and appreciation or depreciation of the market value
of the fund.
This summary of information about the Plan is qualified in its entirety by
reference to the provisions of the Plan, as amended.
EMPLOYEE CONTRIBUTIONS
In general, an employee may instruct the employer to contribute to the Plan
up to five percent, in whole percentages, of base pay (Earnings) on either
a pre-tax basis or post-tax basis. Earnings exclude such payments as
bonuses, overtime and premium payments. An employee may also elect to make
additional contributions of up to ten percent of Earnings. The additional
contributions may be on either a pre-tax basis, post-tax basis or any
combination thereof. An employee who cannot make pre-tax contributions of
five percent of Earnings due to certain limitations imposed by the Internal
Revenue Code of 1986, as amended (Code), as described in Note 3, can
nonetheless make post-tax contributions up to the limits imposed by the
Plan, subject to the additional Code limitations described in Note 3.
EMPLOYER CONTRIBUTIONS
The first five percent of employee contributions are matched by the Company
at 110 percent up to the first $50,000 of employee Earnings and at 100
percent thereafter (Employer Contributions). From time to time, the
Company also contributes additional amounts when necessary to meet the loan
repayment requirements on the ESOP Notes described in Note 4.
VESTING RIGHTS
Participants are immediately 100 percent vested in their account balances
derived from Company contributions, employee contributions and any amounts
rolled-over to the Plan from another eligible retirement plan.
PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
PARTICIPANT INVESTMENT PROGRAMS
Employee contributions and employer contributions are invested by the
trustee and investment managers as directed by participants. Participants
make investment elections to have their contributions invested in any
combination of the four funds listed below in increments of one percent. In
addition, participants may convert past investments into any of the four
funds by making fund transfers. These fund conversions may be made in one
percent increments. A portion of each fund is maintained in short-term
investments for administration of the fund. Bankers Trust Company is the
master trustee for investment activity.
F-7
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
1. GENERAL DESCRIPTION (CONTINUED)
PARTICIPANT INVESTMENT PROGRAMS (CONTINUED)
Prior to January 1, 1994, participants had the option of investing their
contributions in any one or more of the following funds:
Fund A: The Diversified Stock Fund - a fund invested by investment
managers primarily in a broadly diversified portfolio
consisting of common stock, preferred stock, other types of
equity investments and/or an index fund. The fund may not
invest in any Oryx Energy securities except that an index
fund may contain Oryx Energy securities. The equity
securities in Fund A were invested in an index fund
maintained and managed by Wells Fargo Nikko Investment
Advisors which was designed to provide investment results
similar to the Standard & Poor's Composite Index of 500
Stocks.
Fund B: The Diversified Investment Fund - a fund invested by
investment managers primarily in an asset allocation fund
consisting of a combination of equity investments
(diversified common and preferred stocks, other types of
equity investments and/or an index fund) and fixed income
securities. The investment managers increase or decrease
these asset classes at their sole discretion based upon
expected return and risk assumptions for the available
investment alternatives. The fund may not invest in any
Oryx Energy securities except that an index fund may contain
Oryx Energy securities. The Diversified Investment Fund was
managed by Wells Fargo Nikko Investment Advisors.
Fund C: The Capital Preservation Fund - a fund primarily invested in
contracts issued by insurance companies or banks and
obligations of U.S. Government agencies that provide a
stated rate of return for a fixed period of time. The
interest credited to participants' accounts is a blended
rate based on a weighted average of all the contracts owned
by the fund. Bankers Trust Company was the trustee of Fund
C and held the investment contracts. Certus Financial
Corporation served as an advisor/manager in selecting
investments for this fund through June 30, 1993, when
Vanguard Fiduciary Trust Company (Vanguard) assumed this
responsibility.
F-8
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
1. GENERAL DESCRIPTION (CONTINUED)
PARTICIPANT INVESTMENT PROGRAMS (CONTINUED)
Identified below are the companies that have entered into agree-
ments as of December 31, 1993:
<TABLE>
<CAPTION>
EFFECTIVE
ANNUAL PERCENT OF
INTEREST INVESTMENT FUND
RATE VALUE AT LAST
(NET OF DECEMBER 31, MATURITY
COMPANY EXPENSES) 1993 DATE
-------- --------- --------------- --------
<S> <C> <C> <C>
Allstate Life Insurance Company . . . . 8.90% 6 12/10/96
American International Life Assurance
Company of New York . . . . . . . . . 5.36% 14 7/31/98
Bankers Trust Company . . . . . . . . . 6.61% 3 6/25/97
Continental Assurance Company . . . . . 8.80% 7 1/31/94
Hartford Life Insurance Company . . . . 9.15% 4 10/15/95
Metropolitan Life Insurance Company . . 9.25% 12 5/31/95
New York Life Insurance Company . . . . 8.40% 2 7/15/96
Northwestern National Life
Insurance Company . . . . . . . . . . 8.85% 6 8/15/95
Principal Mutual Life
Insurance Company . . . . . . . . . . 9.12% 10 1/03/95
The Canada Life Assurance Company . . . 9.32% 3 1/16/96
The Equitable Life Assurance Society
of the United States . . . . . . . . . 9.00% 12 11/30/95
The Prudential Insurance Company
of America . . . . . . . . . . . . . . 9.42% 6 8/15/97
The Travelers Insurance Companies . . . 9.66% 7 2/28/95
The Travelers Insurance Companies . . . 8.75% 4 3/15/96
The Travelers Insurance Companies . . . 8.60% 4 9/16/96
</TABLE>
Fund D: The Oryx Energy Company Common Stock Fund - a fund primarily
invested in Oryx Energy Company common stock, par value $1 per
share (Oryx Common Stock). Cash contributions directed for
investment in Fund D are used by Bankers Trust Company, as
trustee, to purchase Oryx Common Stock on securities exchanges
and from Oryx Energy, individual stockholders, the trustee of the
Oryx Energy Company Retirement Plan or any other bona fide
offeror of such Oryx Common Stock, at the lowest price obtainable
at the time.
INVESTMENT OF EMPLOYER CONTRIBUTIONS
Effective August 1, 1989, all Employer Contributions are invested in
Fund L, a fund primarily invested in Oryx Common Stock and held in trust by
State Street Bank and Trust Company. Employer Contributions are made in
such amounts as are necessary to fund quarterly loan payments on the ESOP
Notes described in Note 4. These Employer Contributions, along with any
dividends paid on the shares acquired with the loan proceeds, are used by
the Trust to repay the principal and interest on the original $110 million
ESOP loan. As loan payments are made, shares held in the unallocated
account are released and allocated (or credited) to individual employee
accounts. The number of shares released after each loan payment is based
on the ratio of the current loan payment to the sum of all future loan
payments. The shares released are allocated proportionally to individual
employee accounts based on the amount of each employee's Employer
Contribution relative to total Employer Contributions. Participants also
receive an allocation of shares representing any dividends due on shares
held in their accounts.
F-9
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
1. GENERAL DESCRIPTION (CONTINUED)
INVESTMENT OF FUND EARNINGS
Generally, earnings from dividends and interest on each of the funds are
retained by the trustee and reinvested in the same fund. Participants may
elect to receive any dividends on certain Oryx Common stock held in Fund
ESOP from Employer Contributions made prior to August 1, 1989. Any
dividends paid on shares attributable to the Payroll-based Tax Credit
Employee Stock Ownership Plan (PAYSOP) sub-account under Fund ESOP are paid
to participants if $10 or more; otherwise, the dividends are reinvested.
PARTICIPANT LOANS
Effective November 1, 1992, participants may obtain loans from their
account balances in Funds A, B, C and/or D of the Plan. Participant loans
are administered in accordance with the provisions of Code Section 72(p)
and Department of Labor (DOL) regulation Section 2550.408b-1. The loan
amount may be up to 50 percent of a participant's available balance,
subject to a maximum of $50,000. The loan bears interest based on the
prime rate in effect on the first day of the month in which the loan is
applied for plus one percent. Personal loans may have a term of up to five
years and residential loans up to 15 years. Both the principal and
interest portions of loan repayments are reinvested in participants'
accounts in accordance with their current investment elections. Defaults
on loan repayments are treated as distributions.
INVESTMENT PROGRAM PARTICIPANTS
There were 1,923; 2,093; and 2,934 participants at December 31, 1993, 1992
and 1991, respectively, who participated in one or more of the funds.
Participant accounts in each of the funds at December 31 were as follows:
<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Fund A . . . . . . . . . 759 802 1,022
Fund B . . . . . . . . . 652 615 767
Fund C . . . . . . . . . 1,599 1,747 2,435
Fund D . . . . . . . . . 620 688 952
Fund ESOP. . . . . . . . 1,709 1,901 2,536
Fund L . . . . . . . . . 1,555 1,764 2,494
</TABLE>
AMENDMENTS TO THE PLAN
Effective January 1, 1994, Vanguard replaced Bankers Trust Company as the
master trustee for investment activity. In connection with this change,
Funds A and B were replaced by five mutual funds offered by Vanguard. Funds
C, D, ESOP and L remained essentially unchanged. The primary investments
underlying Funds A and B were liquidated in December, 1993 and invested in
short-term funds held by Bankers Trust pending transfer to the new Vanguard
mutual funds in January, 1994.
Effective February 1, 1994, the Plan Administrator may limit the number of
Fund L shares allocated to Highly Compensated Employees (HCEs), so that no
more than one-third of all such allocated shares are allocated to HCEs.
This provision is designed to alleviate the contribution limitations
imposed by Code Section 415 associated with the ESOP Note described in Note
4, and to allow employees to contribute more to the Plan than would
otherwise be permitted under Code Section 415.
F-10
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Plan utilizes the accrual basis of accounting and has a fiscal year end
of December 31.
INVESTMENTS
The valuation of the Plan's investments in all funds is based on the market
value of the assets held in the funds. The Plan's relative interest in the
investment funds underlying Funds A and B is determined by the investment
manager on a unit-method basis. The valuation of Funds A and B is based on
the closing market price of the assets which comprise the funds on the last
business day of the plan year. Investments in Fund C are carried at
contract value (which equals original cost plus accrued interest less any
distributions). The valuation of common stock in Funds D, ESOP and L is
based on the closing market price as reported on the New York Stock
Exchange on the last business day of the plan year. Purchases and sales of
securities are reflected on a trade-date basis. Dividend income is
recognized on the ex-dividend date.
Gains and losses on disposition of assets are determined using historical
average cost. The DOL requires realized and unrealized gains and losses to
be determined using the asset value at the beginning of the plan year
(referred to as the "current value method") rather than the historical cost
basis. Accordingly, net gain (loss) on sale of assets and unrealized
appreciation (depreciation) of assets as reported on the Form 5500 Annual
Return/ Report of Employee Benefit Plan are different than those reported
on the Statements of Income and Changes in Plan Equity.
FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosures about
Fair Value of Financial Instruments" requires disclosures about fair value
for all financial investments of the Plan. All instruments, other than the
investment contracts in Fund C, are reported at fair value and require no
additional disclosure. The fair value of investment contracts as of
December 31, 1993 is approximately $70,000,000. Fair value was determined
using a discounted cash flows analysis assuming market rates for similar
contracts. However, the fair value disclosed is not that which would be
realized due to restrictions on early redemption or sale of the contracts.
The value of the ESOP note cannot be estimated because it is a special
purpose loan made on non-standard terms which would have no value if
transferred or exchanged.
ADMINISTRATIVE EXPENSES
With the exception of the PAYSOP sub-account under Fund ESOP, all expenses
related to the purchase and sale of securities are paid out of the
respective assets of such funds. All administrative expenses related to
Fund L are paid by the Company. All other expenses (other than those paid
by the Company) incurred in administering the Plan are generally charged,
pro rata, to each of the respective funds. Up to $100,000 of expenses
related to the PAYSOP sub-account under Fund ESOP are paid from the sub-
account; thereafter, all expenses are paid by the Company.
3. CERTAIN FEDERAL TAX MATTERS
TAX STATUS OF THE PLAN
The Internal Revenue Service (IRS) has issued a favorable determination
letter stating that the Plan constitutes a qualified plan under Sections
401(a), 401(k) and 501(a) of the Code, and that the Plan qualifies as an
ESOP under Section 4975(e)(7) and as a PAYSOP under Section 409. As such,
the assets and investment gains of the Plan are exempt from federal income
tax under Section 501(a) of the Code. The Company is entitled to a current
deduction on its consolidated federal income tax return for its
contributions to the Plan on behalf of employees.
F-11
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. CERTAIN FEDERAL TAX MATTERS (CONTINUED)
LIMITS ON EMPLOYEE CONTRIBUTIONS
The IRS imposed limitation on employee pre-tax contributions is $9,240 for
1994 and is subject to upward adjustment for any increases in the cost of
living as determined under IRS regulations. The pre-tax contributions, the
combined post-tax contributions and Employer Contributions allocated to
participants who come within the classification of HCEs as defined in the
Code may not exceed certain technical limits under Sections 401(k) and
401(m) of the Code. Generally, the allowable percentage of such
contributions for the HCEs is dependent upon the percentage of contribu-
tions made by all other employees. These limitations may have the effect
of reducing the level of contributions initially selected by HCEs. Total
Company and employee contributions may also be limited by Section 415 of
the Code.
TAX EFFECTS UPON PARTICIPANTS
The federal income tax consequences analysis which follows includes
relevant provisions of the Tax Reform Act of 1986. Under existing income
tax law, qualification of the Plan has the following federal income tax
consequences, in general:
(a) A participant will not be subject to tax on Employer Contributions,
pre-tax contributions or other employer contributions contributed to
the Plan for his benefit, or earnings thereon, until such time as such
amounts are distributed to him. Pre-tax contributions are subject to
Social Security tax and are included as earnings to determine the
participant's Social Security benefit. Pre-tax contributions are also
used to determine the participant's benefit under any qualified
retirement plans sponsored by the Company.
(b) Lump sum distributions of Employer Contributions, pre-tax contri-
butions, including earnings thereon, and earnings on post-tax
contributions (exclusive of any net unrealized appreciation described
below) consisting of cash or Oryx Common Stock, upon a participant's
retirement, death, termination of employment or the occurrence of one
of several other qualifying events will be subject to income tax and,
possibly the additional ten percent federal tax described in paragraph
(c). Certain large distributions may be partially subject to an
additional federal tax. Distributions may be eligible for ten-year or
five-year forward averaging and/or limited capital gains treatment on
pre-1974 contributions, which could significantly reduce the tax on
the distributions. Unless otherwise elected, net unrealized
appreciation on Oryx Common Stock distributed as part of a lump sum
distribution will not be taxed upon distribution but will be taxable
when the recipient subsequently disposes of the Oryx Common Stock. A
lump sum distribution or a portion thereof, excluding post-tax
contributions, may be rolled over into an eligible retirement plan
(including individual retirement plans), thereby deferring taxation on
the portion rolled over until distribution from the eligible
retirement plan. At such time, the distribution will be taxed at
ordinary income tax rates if it is from an individual retirement plan,
or possibly, in accordance with the special tax provisions discussed
above if it is from an eligible retirement plan other than an
individual retirement plan.
If any portion of a payment to a participant is an eligible rollover
distribution, the Plan is required by law to withhold 20 percent of
that amount and remit it to the IRS as income tax withholding. The
mandatory 20 percent withholding may be avoided if the eligible
rollover distribution is paid directly from the Plan to an individual
retirement plan or another eligible retirement plan.
F-12
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. CERTAIN FEDERAL TAX MATTERS (CONTINUED)
TAX EFFECTS UPON PARTICIPANTS (CONTINUED)
(c) In-service Plan asset (cash or Oryx Common Stock) withdrawals of pre-
1987 post-tax contributions are not subject to income tax. Withdrawals
of post-1986 post-tax contributions will be deemed to be withdrawals
of both post-1986 post-tax contributions and earnings thereon with the
latter subject to income tax. Such in-service withdrawals of Employer
Contributions and other employer contributions, including earnings
thereon and earnings on post-tax contributions, will also be subject
to income tax when withdrawn. Taxable amounts will be taxed at
ordinary income tax rates. In addition, with limited exceptions,
taxable withdrawals will be subject to an additional ten percent
federal tax if received before age 59 1/2, death, early retirement
before age 55 or disability. Certain large distributions may be
partially subject to an additional federal tax. Unless the
participant elects otherwise, net unrealized appreciation will be
subsequently taxed as described in paragraph (b).
Any Fund ESOP dividend distributions paid to participants in
accordance with Code Section 404(k) are subject to income tax at
ordinary income tax rates, but are not subject to the additional ten
percent federal tax. Pre-tax contributions, or earnings thereon, and
the participant's PAYSOP subaccount under Fund ESOP cannot be
withdrawn until retirement, death, termination of employment or the
occurrence of one of several other qualifying events.
(d) If a distribution consists of an annuity, the annuity generally will
not be taxable at the time of distribution, but amounts received under
such annuity will be taxed at ordinary income tax rates when received
to the extent such amounts are not deemed to be a return of the
participant's own post-tax contributions. If one of the exceptions
described in paragraph (c) does not apply and generally if the
payments are not substantially equal, the taxable amounts would also
be subject to the additional ten percent federal tax. If the annuity
forms part of a lump sum distribution, it will affect the tax payable
on the distribution.
4. ESOP NOTE
On August 1, 1989, the Company borrowed $110 million by privately placing
ESOP Notes. The ESOP Notes have original maturities ranging from 15 to 20
years and original interest rates ranging from 8.43% to 8.78%. Under the
loan agreements, these interest rates are tied to the corporate tax rate.
Effective January 1, 1993, the Revenue Reconciliation Act of 1993 increased
the corporate tax rate from 34% to 35%, thus changing the interest rates on
the ESOP Notes to range from 8.35% to 8.70%. The Company made an inside
loan to the Plan equal to the proceeds from the issuance of the ESOP Notes
for the purpose of acquiring Oryx Common Stock. The terms of the inside
loan are substantially similar to the terms of the ESOP Notes of the
Company. In December, 1989, the Plan completed the purchase of 2,864,805
shares at an average price of $38.40. This Oryx Common Stock is held by
the Plan (Fund L) in an unallocated suspense account. Employer Contribu-
tions are made to the Plan to fund quarterly loan repayments on the inside
loan. Shares are released from the suspense account as the loan is repaid
and are allocated to eligible participants. No participant contributions
will be required or permitted in paying off the loan. At December 31, 1993
and 1992, there were 2,298,974 and 2,434,775 shares of Oryx Common Stock
with a market value of $39,657,306 and $47,782,468 held in the unallocated
suspense account. Fund L interest and any dividend income are used for
debt service. Interest expense incurred by the Plan on debt with the
Company was $8,819,343, $9,059,545 and $9,217,698 in 1993, 1992 and 1991.
ESOP Note maturities are $2.675 million, $3 million, $3.4 million, $3.825
million and $4.325 million for each of the years 1994 through 1998.
F-13
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
5. SUPPLEMENTAL FUND INFORMATION
REALIZED GAINS (LOSSES) ON INVESTMENTS
The realized gains (losses) on investments for each of the three years in
the period ended December 31, 1993, were as follows:
<TABLE>
<CAPTION>
1993 1992 1991
-------------------------------------- ---------------------------------- -----------------------------------
NET NET NET
REALIZED REALIZED REALIZED
AMOUNT AVERAGE GAIN AMOUNT AVERAGE GAIN AMOUNT AVERAGE GAIN
FUND REALIZED COST (LOSS) REALIZED COST (LOSS) REALIZED COST (LOSS)
- - - - - ----- -------- ------- -------- --------- ------- -------- --------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
A $12,585,739 $7,469,257 $5,116,482 $2,599,955 $1,594,461 $1,005,494 $ 137,434 $ 83,565 $ 53,869
B 11,158,049 8,989,569 2,168,480 2,099,524 1,815,232 284,292 113,095 113,273 (178)
D 1,151,041 1,843,797 (692,756) 1,031,150 1,702,417 (671,267) 471,125 560,835 (89,710)
ESOP 4,968,423 6,108,252 (1,139,829) 8,842,442 9,899,835 (1,057,393) 8,212,708 5,956,312 2,256,396
L 959,284 1,701,233 (741,949) 1,977,744 3,511,278 (1,533,534) 592,815 679,631 (86,816)
---------- ---------- ----------
Total Realized Gain (Loss) $4,710,428 ($1,972,408) $2,133,561
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS
The changes in unrealized appreciation (depreciation) of investments for
each of the three years in the period ended December 31, 1993, were as
follows:
<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Beginning of Year . . . . . . . . . . . . . . . . . . . . . ($54,253,555) ($30,680,981) $14,877,387
Unrealized Appreciation (Depreciation) for Year . . . . . . (12,004,320) (23,572,574) (45,558,368)
------------ ------------ ------------
End of Year . . . . . . . . . . . . . . . . . . . . . . . . ($66,257,875) ($54,253,555) ($30,680,981)
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
6. TRANSFERS FROM THE PLAN
During May and June, 1991, the Plan transferred amounts totaling $716,848
to a separately maintained, interest-bearing account held by Bankers Trust
Company. Segregation of these funds was done to administratively
facilitate the transfer of the Plan account balances of certain employees
who, in 1991, became employees of Atlantic Richfield Company (ARCO) in
connection with the purchase by ARCO of certain Company assets.
Interest income totaling $5,917 was earned on the account and was credited
to the related participant accounts on a pro rata basis. This interest
income is not reflected in the Plan's Statement of Income and Changes in
Plan Equity for the year ended December 31, 1991.
Upon completion of the final accounting for these participants, the entire
balance held in the account of $722,765 was transferred to the ARCO plan
trustee on July 1, 1991. No further investment activity will be associated
with this account.
F-14
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
------- -------
a Consent of Independent Accountants
<PAGE>
EXHIBIT a
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
the Oryx Energy Company Capital Accumulation Plan on Form S-8 (Registration No.
33-24918) of our report dated June 17, 1994, included in this Form 10-K/A, on
our audits of the financial statements of the Oryx Energy Company Capital
Accumulation Plan as of December 31, 1993 and 1992, and for each of the three
years in the period ended December 31, 1993.
Coopers & Lybrand
Dallas, Texas
June 17, 1994
