<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
ORYX ENERGY COMPANY
(Name of Registrant as Specified In Its Charter)
ORYX ENERGY COMPANY
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
(LOGO OMITTED)
ORYX ENERGY COMPANY
13155 Noel Road
Dallas, Texas 75240-5067
March 23, 1994
NOTICE OF ANNUAL MEETING
The 1994 Annual Meeting of Stockholders of Oryx Energy Company will be held in
the Plaza Ballroom of the Radisson Hotel North Dallas, 4099 Valley View Lane,
Dallas, Texas, on Thursday, May 5, 1994, at 9:00 a.m., for the following
purposes:
1. To elect three directors to Class III of the Company's Board of Directors;
2. To approve the appointment of independent accountants for 1994; and
3. To transact such other business as may properly come before the Annual
Meeting.
Only stockholders of record at the close of business on March 11, 1994, will
be entitled to vote at the Annual Meeting or any adjournments thereof. A
complete list of such stockholders will be available for examination at the
offices of the Company in Dallas, Texas, during ordinary business hours for a
period of 10 days prior to the meeting.
Please sign, date and mail the enclosed proxy or voting instruction card in
the envelope provided, whether your holdings are large or small, thus assuring
your representation at the meeting. Admission tickets will be required. If you
plan to attend the meeting, please mark your card in the space provided. An
admission ticket will be mailed to you in advance of the meeting.
By Order of the Board of Directors
FRANK B. SWEENEY
CORPORATE SECRETARY
<PAGE>
PROXY STATEMENT
This Proxy Statement is furnished to stockholders of Oryx Energy Company
("Company") in connection with the solicitation by the Company's Board of
Directors ("Board") of proxies to be used at the 1994 Annual Meeting of
Stockholders to be held on May 5, 1994, or any adjournments thereof ("Meeting").
The approximate date of mailing of this Proxy Statement and accompanying proxy
or voting instruction card is March 23, 1994.
PROXY CARDS AND VOTING INSTRUCTION CARDS
If a proxy card is enclosed, it serves to appoint proxies for record holders of
common stock of the Company. If a record holder returns the proxy card signed,
but without a clear voting designation, the proxies will vote FOR Items (1) and
(2) as more fully described in this Proxy Statement. Any stockholder giving a
proxy may revoke it at any time before it is voted by communicating such
revocation in writing to the Secretary of the Company or by executing and
delivering a later-dated proxy. Attendance at the Meeting will not be effective
to revoke the proxy unless written notice of revocation also has been given to
the Secretary of the Meeting before the voting of the proxy.
If a voting instruction card is enclosed, it serves as a voting instruction from
the plan participants to the trustees of the Oryx Energy Company Stock Fund or
Fund L of the Oryx Energy Company Capital Accumulation Plan ("CAP"), as the case
may be. Certain shares of Company common stock held in Fund L of CAP are not yet
allocated to the plan participants. The trustees will vote the shares of Company
common stock in the Oryx Energy Company Stock Fund and the allocated shares of
Company common stock in Fund L in accordance with plan participants'
instructions. If voting instruction cards covering shares of Company common
stock in CAP are not returned or are returned signed but with no clear voting
designation, according to the terms of CAP, the trustees will vote the shares in
the same proportion as the shares for which clearly designated instructions have
been received from other participants in the respective fund. Unallocated shares
of Company common stock in Fund L will be voted in the same proportion as the
allocated shares of Company common stock in Fund L are voted.
VOTING SECURITIES
The only outstanding voting security of the Company is common stock, $1 par
value ("Common Stock"). On March 11, 1994, the record date for the Meeting,
there were 96,946,069 shares of Common Stock outstanding and entitled to be
voted at the Meeting. Each such share of Common Stock is entitled to one vote.
In addition, there were 3,001,876 outstanding shares of Common Stock held by a
subsidiary of the Company which shares, under Delaware law, are not entitled to
be voted at the Meeting. A majority of the shares of Common Stock outstanding
and entitled to be voted at the Meeting, present in person or represented by
proxy, is necessary to constitute a quorum.
VOTING PROCEDURES AND TABULATION
The Company will appoint one or more inspectors of election to act at the
Meeting and to make a written report thereof. Prior to the Meeting, the
inspectors will sign an oath to perform their duties in an impartial manner and
according to the best of their ability. The inspectors will ascertain the number
of shares outstanding and the voting power of each, determine the shares
represented at the Meeting and the validity of proxies and ballots, count all
votes and ballots, and perform certain other duties as required by law.
The inspectors will tabulate (i) the number of votes cast for or withheld as to
the vote on each nominee for director and (ii) the number of votes cast for,
against or withheld, as well as the number of abstentions and broker non-votes,
as to the approval of appointment of independent accountants. The treatment and
effect of abstentions and broker non-votes under Delaware law and the Company's
Certificate of Incorporation and Bylaws are described below. An abstention or
broker non-vote with respect to the election of directors will have no effect on
the voting on such matter, provided a quorum is present, because directors are
elected by a plurality of the shares of Common Stock present in person or by
proxy at the Meeting and entitled to vote. An abstention with respect to the
proposal to approve accountants effectively counts as a vote against such
proposal. The shares represented by a broker non-vote (or other limited proxy)
as to the proposal to approve accountants will be counted toward the Meeting
quorum but will not be entitled to be voted on that proposal at the Meeting and
therefore will not be considered a part of the voting power present with respect
to that proposal, which has the effect of reducing the number of shares voted in
favor of such proposal that is required to approve it.
1
<PAGE>
ELECTION OF DIRECTORS
The Company's Certificate of Incorporation establishes three classes of
directors, so that approximately one-third of the Board is elected each year.
The terms of the Class III directors expire at the Meeting. The four current
Class III directors are: William E. Bradford, Carol E. Dinkins, C. Jackson
Grayson, Jr. and Robert P. Hauptfuhrer. Dr. Grayson will retire from the Board
at the expiration of his term.
In accordance with the Company's Bylaws, effective with the date of the Meeting,
the number of directors of the Company has been fixed at nine and the number of
Class III directors has been fixed at three. The Board has nominated Mr.
Bradford, Ms. Dinkins and Mr. Hauptfuhrer for re-election as Class III
directors. The terms of these Class III directors, if elected, will expire on
the date of the Annual Stockholders Meeting in 1997, or at such time as their
successors are elected and qualified. The directors will be elected by a
plurality of the shares of Common Stock present in person or represented by
proxy at the Meeting and entitled to vote.
If any of the nominees is not elected or is unable to serve (although such a
contingency is not expected), the remaining Board members may elect a substitute
or, alternatively, may reduce the size of the Board, all in accordance with the
Company's Bylaws. All current directors are described below, in order of their
classification.
CLASS I -- TERM EXPIRES 1995
<TABLE>
<CAPTION>
NAME
(DIRECTOR SINCE) PRINCIPAL BUSINESS EXPERIENCE DURING PAST FIVE YEARS
- --------------------------- ------------------------------------------------------------------------------------
<C> <S>
Vice Chairman of the Board of J. C. Penney Company, Inc. from 1982 and Chief
Operating Officer of J. C. Penney Stores and Catalog from March 1, 1990 until his
[PHOTO OMITTED] retirement on July 1, 1992. Age 62. Prior to his retirement, he was a director of
the National Junior Achievement, Chairman of the Board of Trustees of the National
Robert B. Gill 4-H Council and a member of the board of directors of the U.S. Chamber of Commerce.
(1989) He currently is a trustee of Pace University.
Chairman of the Board and Chief Executive Officer of Hercules Incorporated from 1987
until his retirement on December 31, 1990. Age 65. From 1986 to 1987, Mr.
[PHOTO OMITTED] Hollingsworth was Vice Chairman of the same company. Previously, he was Vice
President with various responsibilities, including corporate planning and marketing.
David S. Hollingsworth Mr. Hollingsworth is a member of the board of directors of the Delaware Trust
(1988) Company. Prior to his retirement, Mr. Hollingsworth was a member of the board of
directors of the U.S. Chamber of Commerce. He was also a member of the board and the
executive committee of both the Chemical Manufacturers Association and the Medical
Center of Delaware and a member of the Delaware Business Roundtable.
Vice Chair of Southern Methodist University since October 1991. Age 63. Mr. Pistor
served as Chairman of the Board and Chief Executive Officer of NorthPark National
[PHOTO OMITTED] Bank from 1988 to June 1990. He retired as Vice Chairman of First RepublicBank
Corporation, and Chairman and Chief Executive Officer of First RepublicBank Dallas,
Charles H. Pistor, Jr. N.A. in April 1988. Before that time, he was Chairman of the Board and Chief
(1988) Executive Officer of RepublicBank Dallas, N.A. Mr. Pistor is a past-president of the
American Bankers Association. Mr. Pistor also serves as a director of AMR
Corporation, American Brands, Inc. and Centex Corporation. He is a trustee of
Southern Methodist University.
</TABLE>
2
<PAGE>
CLASS II -- TERM EXPIRES 1996
<TABLE>
<CAPTION>
NAME
(DIRECTOR SINCE) PRINCIPAL BUSINESS EXPERIENCE DURING PAST FIVE YEARS
- --------------------------- ------------------------------------------------------------------------------------
<C> <S>
President and Chief Operating Officer of the Company since January 1, 1992. Age 51.
Mr. Keiser was President and Chief Executive Officer of Oryx U.K. Energy Company
[PHOTO OMITTED] from January 1, 1990 through December 1991. He was also Vice President,
International Exploration and Production for the Company from January 1990 until
Robert L. Keiser August 1990 and from April 1991 through December 1991. From July 1988 to November
(1991) 1988, he was a director of the Company. From July 1987 to December 1989, he was Vice
President, Planning and Development of the Company. From 1986 to 1987, he was
Operations Manager, International Exploration and Production of the Company.
President of Seegers Enterprises. Age 64. Chairman of the Board of Centex
Corporation from July 1988 until his retirement in July 1991. From July 1985 to July
[PHOTO OMITTED] 1988, he was also its Chief Executive Officer and, from July 1978 to July 1985, Mr.
Seegers was Vice Chairman and Co-Chief Executive Officer. He is a member of the
Paul R. Seegers board of directors of Centex Corporation and is Chairman of its Executive Committee.
(1990) Mr. Seegers is Chairman of the Board of Methodist Hospitals of Dallas, a trustee of
Southwestern Medical Foundation and a member of the Advisory Council of Heidelberger
Zement of Heidelberg, Germany.
President and Chief Executive Officer of U.S. Borax Inc. since 1988. Age 57. Prior
to that time he was Vice President, Marketing and then Executive Vice President of
[PHOTO OMITTED] the same company. Mr. White-Thomson has been a director of U.S. Borax Inc. since
1973. In 1985-86 he was Group Executive of Pennsylvania Glass Sand Corporation and
Ian L. White-Thomson Ottawa Silica Company, newly acquired subsidiaries of U.S. Borax Inc., and organized
(1993) their combination as U.S. Silica, of which company he was Group Executive in 1987.
Mr. White-Thomson has been a director of the American Mining Congress since 1989 and
he has previously served as a director and held several positions, including
Chairman, of the Chemical Industry Council of California. He is a director of KCET
Community Television of Southern California. He was born and educated in England and
became a U.S. citizen in 1982.
</TABLE>
3
<PAGE>
CLASS III -- TERM EXPIRES 1997 (IF ELECTED)
<TABLE>
<CAPTION>
NAME
(DIRECTOR SINCE) PRINCIPAL BUSINESS EXPERIENCE DURING PAST FIVE YEARS
- --------------------------- ------------------------------------------------------------------------------------
<C> <S>
[PHOTO OMITTED] President, Chief Operating Officer and a director of Dresser Industries, Inc. since
March 1992. Age 59. Mr. Bradford was President and Chief Executive Officer of
Dresser-Rand Company from February 1988 to March 1992. From March 1982 to March 1992
William E. Bradford he was Senior Vice President of Operations of Dresser Industries, Inc. Mr. Bradford
(1993) is a director of Diamond Shamrock, Inc.
Partner with the Houston law firm of Vinson & Elkins L.L.P., in charge of its
environmental legal practice, and member of the Firm's Management Committee. Age 48.
[PHOTO OMITTED] Prior to rejoining the firm in 1985, Ms. Dinkins was Deputy Attorney General of the
United States, the second ranking official in the Department of Justice. She is a
Carol E. Dinkins member of the House of Delegates and serves on the Council of the Natural Resources,
(1990) Energy & Environmental Law Section of the American Bar Association. Ms. Dinkins is a
member of the Board of the Energy and Environmental Study Institute, a Trustee and
member of the Executive Committee of the Nature Conservancy of Texas and a frequent
lecturer on environmental law.
Chairman of the Board and Chief Executive Officer of the Company since 1988. Age 62.
Mr. Hauptfuhrer was President and Chief Operating Officer of Sun Company, Inc. from
[PHOTO OMITTED] 1987 to 1988, and was a director of that company during the same period. Previously,
he was President of the Company and Group Vice President of Sun Company, Inc. Mr.
Robert P. Hauptfuhrer Hauptfuhrer is also a director of Quaker Chemical Corporation and Chairman of the
(1984) Natural Gas Supply Association. He is a member of the board of trustees of Princeton
University. Mr. Hauptfuhrer is a member of the Conference Board and the Dallas
Symphony Association Board of Governors.
</TABLE>
4
<PAGE>
INFORMATION CONCERNING THE BOARD OF DIRECTORS
BOARD MEETINGS AND COMMITTEES
The Board held seven meetings in 1993. The permanent committees of the Board,
number of meetings held in 1993, current composition and functions are:
AUDIT COMMITTEE (FOUR MEETINGS) -- Paul R. Seegers, Chairman; Carol E. Dinkins;
Robert B. Gill; and Ian L. White-Thomson -- examines the Company's accounting
processes, financial controls and reporting systems; and assesses the
performance and recommends the appointment of independent accountants.
BOARD POLICY AND NOMINATING COMMITTEE (TWO MEETINGS) -- C. Jackson Grayson, Jr.,
Chairman; Charles H. Pistor, Jr.; and Paul R. Seegers -- recommends nominees for
election to the Board; reviews the role, composition and structure of the Board
and its committees; and reviews planning for the succession to senior executive
positions.
COMPENSATION COMMITTEE (FOUR MEETINGS) -- David S. Hollingsworth, Chairman;
Robert B. Gill; and C. Jackson Grayson, Jr. -- supervises and administers the
compensation and benefit policies, practices and plans of the Company.
EXECUTIVE COMMITTEE (NO MEETINGS) -- Robert P. Hauptfuhrer, Chairman; Robert L.
Keiser; and Charles H. Pistor, Jr. -- exercises the authority of the Board
during the intervals between meetings of the Board.
MLP COMMITTEE (FOUR MEETINGS) -- Robert P. Hauptfuhrer and Robert L. Keiser --
determines the frequency and amount of funding of Sun Energy Partners, L.P.; and
determines the frequency and amount of cash distributions to be made by Sun
Energy Partners, L.P. and the record dates of such distributions.
DIRECTORS' COMPENSATION
Directors (other than executive officers of the Company) are paid $24,000 per
year plus $4,000 per year for each committee of which they are chairman or
$2,500 per year for each committee of which they are members. Directors who are
not employed by the Company also receive an attendance fee of $1,000 for each
Board meeting, committee meeting or management meeting. Executive officers of
the Company are not paid additional remuneration for their services as
directors. Directors not employed by the Company do not receive remuneration
from the Company except as set forth in this section.
Under the Directors' Deferred Compensation Plan, a director may elect to defer
all or a portion (at least ten percent and additional multiples of five percent)
of his or her compensation from the Company by filing a written election with
the Compensation Committee. All deferred payments will commence no earlier than
the first day of any year which is at least one year after the year in which
compensation is earned and no later than the third calendar year following
retirement from the Board.
Under this plan, directors may elect to defer compensation into interest bearing
accounts. Deferrals are credited quarterly with interest equal to the rate of
return from the Company's CAP Stable Value Fund. Prior to May 1, 1991, directors
were also permitted to defer into accounts which were treated as if they were
invested in shares of Common Stock and these accounts were credited quarterly
with dividend equivalents which were also treated as if they were invested in
shares of Common Stock. On and after May 1, 1991, all share units receive
dividend equivalents credited to an interest bearing account when, as and if
dividends are declared on the Common Stock by the Board. All payments for share
units are made in cash based upon the market value of Common Stock at the time
of payment.
The Non-Employee Directors' Retirement Plan provides for a retirement benefit to
directors who are not officers, present employees or former employees of the
Company or any of its affiliates, and who served on the Board for at least five
years. The retirement benefit payable to a director is an amount equal to ten
percent of the annual retainer in effect for the year in which the director
retires from the Board, multiplied by the director's years of service on the
Board up to a maximum of ten. The retirement benefit is payable on a quarterly
basis, starting with the calendar quarter following the director's retirement
from the Board, for the lesser of the number of quarters equal to the director's
years of service multiplied by four, or 60 quarters. If a director dies before
or after the retirement benefit commences, the director's spouse, if any, at the
time of death, will receive 50 percent of any remaining payments. A person who
was a director on November 1, 1988, will receive credit for any period of
service as a member of Sun Company, Inc.'s board of directors.
5
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of December 31, 1993, the number of shares of
Common Stock and depositary units of Sun Energy Partners, L.P. ("Partnership
Units"), for which the Company acts as Managing General Partner, beneficially
owned (as defined by the Securities and Exchange Commission ("SEC")) by each
current director, by each executive officer named in the summary compensation
table included herein who is not also a director, and by all directors and
executive officers as a group. No director or executive officer beneficially
owns more than one percent of the outstanding Common Stock or Partnership Units.
All directors and executive officers as a group own less than one percent of
each of the outstanding Common Stock and Partnership Units. No director or
executive officer beneficially owns any of the 7 1/2% Convertible Subordinated
Debentures Due 2014 of the Company.
<TABLE>
<CAPTION>
SHARES OF
COMMON PARTNERSHIP
STOCK UNITS
BENEFICIALLY BENEFICIALLY
DIRECTORS OWNED(1) OWNED(1)
- --------------------------------------------------------------------------------------- ----------- -----------
<S> <C> <C>
William E. Bradford.................................................................... 1,500 0
Carol E. Dinkins....................................................................... 1,000 0
Robert B. Gill......................................................................... 2,000 0
C. Jackson Grayson, Jr. ............................................................... 5,200 0
Robert P. Hauptfuhrer(2)(3)............................................................ 347,227 1,000
David S. Hollingsworth................................................................. 1,000 0
Robert L. Keiser(3)(4)................................................................. 51,085 0
Charles H. Pistor, Jr.(4).............................................................. 1,000 0
Paul R. Seegers........................................................................ 3,000 0
Ian L. White-Thomson................................................................... 1,000 0
<CAPTION>
EXECUTIVE OFFICERS NAMED IN THE SUMMARY COMPENSATION
TABLE OTHER THAN THOSE LISTED ABOVE
- ---------------------------------------------------------------------------------------
<S> <C> <C>
Jerry W. Box(3)........................................................................ 65,217 0
Thomas W. Lynch(3)..................................................................... 49,044 100
Edward W. Moneypenny(3)................................................................ 56,349 0
All directors and executive officers as a group (19 persons including those named
above)(2)(3)(4)....................................................................... 677,044 1,300
</TABLE>
- ------------------------
(1) As defined by the SEC, securities beneficially owned include: securities
that the above persons have the right to acquire at any time within 60 days
from December 31, 1993, such as through the exercise of any option or right
or pursuant to an incentive award; securities directly or indirectly held by
the above persons or by certain members of their families for which the
above persons have sole or shared voting or investment power; and shares of
Common Stock held on behalf of the above persons in the Company's CAP.
(2) The shares of Common Stock shown include the following shares owned by
family members as to which the following persons have disclaimed beneficial
ownership: R.P. Hauptfuhrer -- 33,055 shares; and all directors and
executive officers of the Company as a group -- 33,879 shares.
(3) The amounts shown include shares of Common Stock which the following persons
had the right to acquire within 60 days from December 31, 1993 through the
exercise of options or pursuant to incentive awards under the Company's
long-term incentive plans: R.P. Hauptfuhrer -- 278,487 shares; R.L. Keiser
36,086 shares; J.W. Box -- 59,753 shares; T.W. Lynch -- 42,698 shares; E.W.
Moneypenny -- 54,020 shares; and all directors and executive officers of the
Company as a group -- 533,103 shares.
(4) These individuals and the group have sole voting and investment power with
respect to shares of Common Stock shown, except that voting and investment
power in the number of shares of Common Stock listed below is shared: R.L.
Keiser -- 9,190 shares; C.H. Pistor, Jr. -- 1,000 shares; and all directors
and executive officers of the Company as a group -- 13,476 shares.
6
<PAGE>
EXECUTIVE COMPENSATION
The following Compensation Committee Report on Executive Compensation and the
information herein under "Executive Compensation-Performance Graph" shall not be
deemed to be "soliciting material" or to be "filed" with the SEC or subject to
the SEC's proxy rules, except for the required disclosure herein, or to the
liabilities of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act"), and such information shall not be deemed to be incorporated by reference
into any filing made by the Company under the Securities Act of 1933 or the
Exchange Act.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
To the Stockholders
Oryx Energy Company:
COMPENSATION PHILOSOPHY
The Company's philosophy is that total compensation for its Chief Executive
Officer ("Chairman/CEO"), and other executives, should be established by the
same process used for its other salaried employees, except that: (1) executives
should have a greater portion of their compensation at risk than other
employees, (2) a large portion of executive compensation should be tied directly
to the performance of the business and (3) executives should share in the same
risks and rewards as do stockholders of the Company.
The Company also believes that executive compensation should be subject to
objective review. For this reason, the Compensation Committee of the Board of
Directors ("Committee") has been established. The Committee is comprised of
three directors, none of whom are employees or former employees of the Company.
Operating within the framework of a mission statement approved by the Board of
Directors, the Committee's role is to assure that the compensation strategy of
the Company is aligned with the interests of the stockholders, and that the
Company's compensation structure will allow for fair and reasonable base salary
levels and the opportunity for senior executives to earn short-term and
long-term compensation that reflects both Company and individual performance as
well as industry practice. The Committee has, from time to time, utilized the
expertise of independent compensation consultants in discharging its
responsibilities.
COMPENSATION PROGRAMS AND POLICIES
The Company's executive compensation programs are designed to retain and reward
executives who are successful in helping the Company achieve its business
objectives. The Company operates in a mature industry characterized by large
capital investments, increasingly demanding technology, government regulation,
highly competitive global operating environments and long-term investment
cycles. Executive compensation programs of the Company are designed to address
the above considerations and consist of three major components:
BASE SALARY: For the Chairman/CEO and other executive officers, base salary
is determined by the level of job responsibility, the competitiveness of the
executives' salaries to the external marketplace and the degree to which
established objectives have been achieved. These three general factors are
not weighted.
It is the Company's practice to set base salary targets for each executive
at levels equivalent to the median (50th percentile) of comparable oil and
gas producers and general industry companies of similar size, as measured by
annual revenues. The Company participates in two industry specific surveys
of 27 and 22 companies and two general industry surveys of 51 and 17
companies. The number of participants in each survey may vary from year to
year as companies change their focus, merge or are acquired. The results of
each survey are weighted 25 percent.
Because of the lack of common performance criteria and the anonymity of the
data gathered, it is not possible to make a meaningful comparison on the
basis of performance of the surveyed companies. Therefore, the Committee did
not consider the performance of the surveyed companies used to benchmark
salaries.
7
<PAGE>
It should be noted that the Company-selected peer group presented in the
performance graph of cumulative total stockholder return on page 19 of this
proxy statement is a much smaller group than the one considered appropriate
by the Committee for determining compensation and recruiting executive
talent. However, each of the 12 companies named in footnote 3 to such
performance graph, except the two non U.S.-based companies, are included in
the two industry specific surveys discussed above.
Once the salary target is established for each executive position, the
Committee sets the salary within an established range around the salary
target based on its appraisal of the executives' performance with respect to
the goals approved by the Committee for each individual's area of
responsibility in support of the Company's goals. Adjustments to 1993 base
salaries for the officers listed in the Summary Compensation Table were
based on 1992 performance which met or exceeded goals established by the
Committee and included:
- replacing oil and gas reserves produced while reducing capital
expenditures;
- reducing an already competitive finding, development and acquisition cost
per barrel;
- reducing total debt; and
- increasing shareholders' equity.
ANNUAL INCENTIVES: Annual incentives, if earned, are paid in cash from the
Variable Incentive Plan ("VIP"). The VIP is available to officers of the
Company and all other regular employees worldwide. The VIP is intended to
highlight crucial business objectives and promote the achievement of these
objectives through individual and team contributions at all levels of the
Company.
The VIP goals and targeted performance levels for each goal are established
by the Committee and recommended to the full Board for final approval at the
beginning of the fiscal year in support of the Company's annual strategic
plan. Recent performance levels of the Company and expected conditions
within the oil and gas industry are taken into account when goals and target
levels are established. The goals for 1993 included both operational and
financial measures, as follows:
<TABLE>
<CAPTION>
SHORT-TERM GOALS (70%) LONG-TERM GOALS (30%)
- ------------------------------------------------ ------------------------------------------------
<S> <C>
- - cash flow - proved reserves
- - production volumes - finding, development and acquisition cost per
barrel
- - lease operating and administrative expenses
</TABLE>
Each of the goals was weighted to provide balance appropriate for the year.
VIP payments are made only upon the achievement of targeted objectives and
no payments are made if minimum thresholds are not met. Annual target
incentives for executive officers listed in the Summary Compensation Table
range from 30 to 50 percent of annual base salary. Payments may vary around
targeted amounts based upon evaluated performance of each executive officer
and the Company.
For the VIP plan year ended December 31, 1993, the Committee concluded that
the level of accomplishment required for paying bonuses was not met.
Accordingly, neither the officers listed in the Summary Compensation Table
nor any other officers of the Company received bonuses for 1993.
LONG-TERM INCENTIVES: Long-term incentive awards strengthen the ability of
the Company to attract, motivate and retain executives of superior
capability and more closely align the interests of these executives with
those of stockholders. The current long-term incentive plan was approved by
stockholders in 1991 and authorizes the use of a variety of stock-based
forms of compensation. In 1993, long-term incentive awards consisted of a
combination of nonqualified stock options and performance shares. The grant
level to each participant, including the officers listed in the Summary
Compensation Table, was based on survey data provided by a nationally
recognized consulting firm. The level of grant selected by the Company was
targeted at the median of the general industry group which is composed of
270 companies, 10,500 participating individuals and over 400 long-term
incentive plans. The group of 270 companies consists principally of FORTUNE
1000 entities which represent a broad cross-section of industries. Due to
the lack of common performance criteria, no consideration was given to
relative company performance of the surveyed companies in determining
long-term incentive grants.
8
<PAGE>
Stock options represent the right to purchase shares of Common Stock after a
specified future date, not less than one full year from the date of grant
and not more than ten years from the date of grant, at the fair market price
of Common Stock on the date of grant. Unlike cash, the value of a stock
option award will not be immediately realized and will depend on the market
value of the Common Stock over time. The value of the option ultimately
realized will depend on the continued success of the Company and serves to
provide the executive an incentive for years after it has been awarded.
Attached to each option is a reload feature. The reload feature entitles the
recipient to receive a new stock option to purchase, at the then current
market price per share, a number of shares of Common Stock equal to the
number of shares of Common Stock that are tendered to exercise a stock
option. The reload feature encourages continued share ownership by
executives without increasing compensation expense.
Performance shares were granted in 1993 at the rate of approximately one
performance share for each two stock options granted. These performance
shares were granted in tandem with contingent stock options at the ratio of
two contingent stock options to one performance share. A performance share
is the right to receive a share of Common Stock or the cash value thereof,
at the discretion of the Committee, on a specified future date upon
satisfaction of a pre-established Common Stock price target. At the time of
grant, total compounded shareholder return of 11 percent was the criterion
used in calculating the targeted price. Between the targeted price and the
minimum targeted price, pro rata payment is made. If less than the minimum
targeted price is achieved, the performance shares are cancelled, and the
related contingent stock options become exercisable. The contingent stock
options were granted with an exercise price equal to the fair market price
of Common Stock on the day the pre-established Common Stock price target was
set. Contingent stock options were granted and are exercisable under the
same conditions described for stock options. In 1993, the Company granted
performance shares to the executive officers listed in the Summary
Compensation Table.
In December of 1993, as a result of reviewing the Company's long-term
incentive strategy, the Committee decided to suspend performance share
awards and to grant only stock options in 1994.
COMPANY PERFORMANCE AND CHAIRMAN/CEO COMPENSATION
The Chairman/CEO's salary for 1993 was determined in December 1992 as a function
of performance and competitive factors at that time. In 1992, under the
leadership of the Chairman/CEO, the Company exceeded its targeted goals for cash
flow, proved reserves additions, and finding, development and acquisition costs
per barrel. Corporate debt was significantly reduced as a result of a successful
stock offering and sales of nonstrategic assets. Additionally, the overall cost
of doing business was significantly reduced. Considering these accomplishments,
the Committee increased the Chairman/ CEO's salary from $598,416 to $633,360,
which was the approximate median for chief executive officer base compensation
in the peer groups described above in the discussion of base salary. The
Chairman/CEO's employment agreement, described on page 18 of this proxy
statement, guarantees a specified minimum base salary through December 31, 1995.
The Chairman/CEO's annual incentive award under the VIP is based on the
Committee's assessment of the Company's performance in five quantitative goal
areas as described above in the discussion on annual incentives. Based on the
Committee's conclusion that the level of accomplishment required for paying
bonuses was not met, the Chairman/CEO did not receive a bonus for 1993.
The Chairman/CEO's long-term incentive award for 1993 consisted of stock options
and performance shares. The level of award was determined to be competitive at
approximately the 50th percentile of industry based on long-term incentive
expected value tables compiled by a nationally recognized consulting firm. Data
from the consulting firm survey was used to determine the appropriate
prospective expected value of the performance shares and stock options combined
as a multiple of salary for the position. The Chairman/CEO's award was made on
the same terms as described above under "Long-Term Incentives."
TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION
The Company desires to preserve the tax deductibility of all compensation paid
to its executive officers and other members of management. However, the
Committee may make awards or approve compensation that does not qualify for the
compensation deduction if, taking into consideration the relevant factors in
existence at the time, the Committee believes it is in the Company's interest to
do so. The Committee has granted only performance based awards in 1994 which are
exempt from the $1 million pay cap deduction limitation imposed by the Omnibus
Budget Reconciliation Act of 1993.
9
<PAGE>
OUTLOOK
In recognition of the difficult market conditions anticipated for the oil and
gas industry and the Company in 1994, the Committee approved a request by the
Company to freeze salaries of all executive officers. Therefore, the
Chairman/CEO and the other executive officers listed in the Summary Compensation
Table will not receive merit increases or annual salary adjustments for 1994.
SUMMARY
We, the members of the Committee, believe that the Company's compensation
policies have been successful in retaining and motivating qualified executives
and in tying compensation to long-term performance for stockholders. We will
continue to monitor the effectiveness and appropriateness of each of the
components to reflect changes in the business environment.
David S. Hollingsworth, Chairman
C. Jackson Grayson, Jr.
Robert B. Gill
10
<PAGE>
The following table sets forth certain summary information concerning the
compensation awarded to, earned by or paid to the Chairman/CEO of the Company
and each of the four most highly compensated executive officers of the Company
other than the Chairman/CEO (collectively, the "named executive officers") for
the years indicated.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
----------------------
AWARDS
------------
SECURITIES
ANNUAL COMPENSATION UNDERLYING PAYOUTS
----------------------------------- OPTIONS/SARS --------
OTHER ANNUAL (NUMBER OF LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) SHARES)(2) PAYOUTS COMPENSATION
- --------------------------- -------- -------- -------- --------------- ------------ -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert P. Hauptfuhrer 1993(3) $633,360 $ 0 $ 23,301 45,250 $ 0 $ 40,567
Chairman and Chief 1992(4) $598,416 $294,500 $ 42,634 45,870 $ 0 $ 36,893
Executive Officer 1991(5) $598,416 $260,000 $ 56,546 25,000 $478,125 $ 44,608
Robert L. Keiser 1993(6) $349,128 $ 0 $ 19,237 23,690 $ 0 $ 21,169
President and Chief 1992(7) $299,260 $156,400 $ 166,591 17,420 $ 0 $ 16,567
Operating Officer 1991(8) $184,496 $100,000 $ 151,347 5,430 $ 0 $ 13,674
Jerry W. Box 1993(9) $251,368 $ 0 $ 5,833 11,830 $ 0 $ 14,452
Senior Vice President, 1992(10) $229,424 $ 91,100 $ 15,924 8,660 $ 0 $ 11,891
Exploration & Production 1991(11) $212,472 $ 71,000 $ 21,446 5,850 $ 0 $ 13,094
Edward W. Moneypenny 1993(12) $244,400 $ 0 $ 5,317 11,830 $ 0 $ 14,884
Senior Vice President, 1992(13) $229,424 $ 97,000 $ 15,890 8,660 $ 0 $ 9,605
Finance, and Chief 1991(14) $214,448 $ 71,000 $ 21,591 5,850 $ 0 $ 11,525
Financial Officer
Thomas W. Lynch 1993(15) $212,004 $ 0 $ 8,416 8,220 $ 0 $ 11,552
Vice President and 1992(16) $203,476 $ 57,400 $ 18,111 6,450 $ 0 $ 8,437
General Counsel 1991(17) $194,480 $ 52,500 $ 25,591 5,050 $ 0 $ 10,258
</TABLE>
- ------------------------
(1) Includes the value of performance shares in 1992 and restricted stock units
in 1991 (both performance shares and restricted stock units being referred
to as "performance shares") based solely on fulfilling a specified
employment period. These performance shares are payable only if employee
remains an employee of the Company until the end of the restriction period.
These performance shares are payable in cash and/or shares of Common Stock.
During the restriction period, dividend equivalents are paid on performance
shares when, as and if dividends are declared on the Common Stock by the
Board. In December 1992, the Committee determined not to grant any of this
type of employment-based performance shares to executive officers of the
Company for 1993.
(2) Options represent the right to purchase shares of Common Stock at a fixed
price per share and were granted with an equal number of limited rights and
a "reload" feature. See footnote 2 to the Option Grants in 1993 table
included elsewhere herein for additional information on option terms,
limited rights and the "reload" feature. A stock appreciation right ("SAR")
is a right attached to a stock option which allows the holder of the option
to be paid, in cash or shares of Common Stock depending upon when the right
is exercised, an amount equal to the appreciation of the underlying Common
Stock in lieu of exercising the option. No SARs were granted during any of
the years presented. The number of options shown does not include certain
contingent options to purchase shares of Common Stock. The contingent
options were granted in tandem with certain performance shares. These
performance shares are payable in cash and/or shares of Common Stock upon
attainment of certain minimum targeted average stock prices at the end of
the three-year performance periods; otherwise, such performance shares are
cancelled. The contingent options become exercisable only if the related
performance shares are cancelled. See footnote 1 to the Long-Term Incentive
Plans -- Awards in 1993 table included elsewhere herein for additional
information on the contingent options and performance shares.
11
<PAGE>
(3) At December 31, 1993, Mr. Hauptfuhrer held an aggregate of 52,770
performance shares (as described in footnote 1 above and in footnote 1 to
the Long-Term Incentive Plans -- Awards in 1993 table) with an aggregate
market value at that date of $910,283. The number of stock options shown
does not include 44,660 contingent options. The amount shown as All Other
Compensation consists of Company contributions to defined contribution plans
of $29,594 ($25,578 in cash and an allocation of 232.82 shares of Common
Stock valued at $4,016 using the December 31, 1993 closing price) and term
life insurance premiums of $10,973.
(4) The number of stock options shown does not include 35,280 contingent
options. The amount shown as All Other Compensation consists of Company
contributions to defined contribution plans of $26,525 ($23,016 in cash and
an allocation of 178.81 shares of Common Stock valued at $3,509 using the
December 31, 1992 closing price) and term life insurance premiums of
$10,368.
(5) The number of stock options shown does not include 24,400 contingent
options. The amount shown as LTIP Payouts represents payment for 15,000
performance shares granted in 1988 under Mr. Hauptfuhrer's employment
agreement which payment was made 64 percent in shares of Common Stock and 36
percent in cash. The amount shown as All Other Compensation consists of
Company contributions to defined contribution plans of $26,680 ($22,610 in
cash and an allocation of 158.83 shares of Common Stock valued at $4,070
using the December 31, 1991 closing price) and term life insurance premiums
of $17,928.
(6) At December 31, 1993, Mr. Keiser held an aggregate of 22,975 performance
shares (as described in footnote 1 above and in footnote 1 to the Long-Term
Incentive Plans -- Awards in 1993 table) with an aggregate market value at
that date of $396,319. The number of stock options shown does not include
23,100 contingent options. The amount shown as All Other Compensation
consists of Company contributions to defined contribution plans of $15,524
($11,738 in cash and an allocation of 219.48 shares of Common Stock valued
at $3,786 using the December 31, 1993 closing price) and term life insurance
premiums of $5,645.
(7) The amount shown as Other Annual Compensation includes compensation of
$143,399 related to Mr. Keiser's overseas assignment, composed of moving and
resettlement costs, tax gross-ups and commodities and services allowances,
which are generally available to all U.S.-based expatriate employees of the
Company. The number of stock options shown does not include 16,820
contingent options. The amount shown as All Other Compensation consists of
Company contributions to defined contribution plans of $11,729 ($8,132 in
cash and an allocation of 183.30 shares of Common Stock valued at $3,597
using the December 31, 1992 closing price) and term life insurance premiums
of $4,838.
(8) The amount shown as Other Annual Compensation includes compensation of
$135,008 related to Mr. Keiser's overseas assignment, composed of moving and
resettlement costs, tax gross-ups and commodities and services allowances,
which are generally available to all U.S.-based expatriate employees of the
Company. The number of stock options shown does not include 4,830 contingent
options. The amount shown as All Other Compensation consists of Company
contributions to defined contribution plans of $7,678 ($3,467 in cash and an
allocation of 164.35 shares of Common Stock valued at $4,211 using the
December 31, 1991 closing price) and term life insurance premiums of $5,996.
(9) At December 31, 1993, Mr. Box held an aggregate of 12,875 performance shares
(as described in footnote 1 above and in footnote 1 to the Long-Term
Incentive Plans -- Awards in 1993 table) with an aggregate market value at
that date of $222,094. The number of stock options shown does not include
11,240 contingent options. The amount shown as All Other Compensation
consists of Company contributions to defined contribution plans of $10,529
($6,972 in cash and an allocation of 206.22 shares of Common Stock valued at
$3,557 using the December 31, 1993 closing price) and term life insurance
premiums of $3,923.
(10)The number of stock options shown does not include 8,060 contingent options.
The amount shown as All Other Compensation consists of Company contributions
to defined contribution plans of $8,314 ($4,853 in cash and an allocation of
176.36 shares of Common Stock valued at $3,461 using the December 31, 1992
closing price) and term life insurance premiums of $3,577.
12
<PAGE>
(11)The number of stock options shown does not include 5,250 contingent options.
The amount shown as All Other Compensation consists of Company contributions
to defined contribution plans of $7,367 ($3,316 in cash and an allocation of
158.08 shares of Common Stock valued at $4,051 using the December 31, 1991
closing price) and term life insurance premiums of $5,727.
(12)At December 31, 1993, Mr. Moneypenny held an aggregate of 12,875 performance
shares (as described in footnote 1 above and in footnote 1 to the Long-Term
Incentive Plans -- Awards in 1993 table) with an aggregate market value at
that date of $222,094. The number of stock options shown does not include
11,240 contingent options. The amount shown as All Other Compensation
consists of Company contributions to defined contribution plans of $11,071
($6,417 in cash and an allocation of 269.80 shares of Common Stock valued at
$4,654 using the December 31, 1993 closing price) and term life insurance
premiums of $3,813.
(13)The number of stock options shown does not include 8,060 contingent options.
The amount shown as All Other Compensation consists of Company contributions
to defined contribution plans of $6,028 (based on an allocation of 307.16
shares of Common Stock valued using the December 31, 1992 closing price) and
term life insurance premiums of $3,577.
(14)The number of options shown does not include 5,250 contingent options. The
amount shown as All Other Compensation consists of Company contributions to
defined contribution plans of $5,738 (based on an allocation of 223.92
shares of Common Stock valued using the December 31, 1991 closing price) and
term life insurance premiums of $5,787.
(15)At December 31, 1993, Mr. Lynch held an aggregate of 9,565 performance
shares (as described in footnote 1 above and in footnote 1 to the Long-Term
Incentive Plans -- Awards in 1993 table) with an aggregate market value at
that date of $164,996. The number of stock options shown does not include
7,620 contingent options. The amount shown as All Other Compensation
consists of Company contributions to defined contribution plans of $8,367
($2,321 in cash and an allocation of 350.52 shares of Common Stock valued at
$6,046 using the December 31, 1993 closing price) and term life insurance
premiums of $3,185.
(16)The number of options shown does not include 5,860 contingent options. The
amount shown as All Other Compensation consists of Company contributions to
defined contribution plans of $5,384 (based on an allocation of 274.37
shares of Common Stock valued using the December 31, 1992 closing price) and
term life insurance premiums of $3,053.
(17)The number of options shown does not include 4,450 contingent options. The
amount shown as All Other Compensation consists of Company contributions to
defined contribution plans of $5,208 (based on an allocation of 203.24
shares of Common Stock valued using the December 31, 1991 closing price) and
term life insurance premiums of $5,050.
13
<PAGE>
The following table sets forth certain information with respect to options to
purchase Common Stock and SARs granted during the year ended December 31, 1993
to each of the named executive officers.
OPTION/SAR GRANTS IN 1993(1)
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ------------------------------------------------------------------------
NUMBER OF PERCENT
SECURITIES OF TOTAL POTENTIAL REALIZABLE VALUE
UNDERLYING OPTIONS AT ASSUMED ANNUAL RATES OF
OPTIONS/SARS GRANTED STOCK PRICE APPRECIATION
GRANTED TO EXERCISE OR FOR OPTION TERM(3)
(NUMBER OF EMPLOYEES BASE PRICE EXPIRATION --------------------------------------
NAME SHARES) (2) IN 1993 PER SHARE DATE 5 PERCENT(4) 10 PERCENT(5)
- ---------------------- ------------ --------- ----------- ---------- ----------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
All Shareholders...... N/A N/A N/A N/A $ 1,196,628,960 (6) $ 3,031,556,963 (6)
Robert P.
Hauptfuhrer.......... 45,250 17.3 $ 19.625 12/31/2002 $ 558,611 $ 1,415,194
Robert L. Keiser...... 23,690 9.1 $ 19.625 12/31/2002 $ 292,453 $ 740,905
Jerry W. Box.......... 11,830 4.5 $ 19.625 12/31/2002 $ 146,041 $ 369,983
Edward W.
Moneypenny........... 11,830 4.5 $ 19.625 12/31/2002 $ 146,041 $ 369,983
Thomas W. Lynch....... 8,220 3.1 $ 19.625 12/31/2002 $ 101,476 $ 257,081
<FN>
- ------------------------
(1) No SAR grants were made in 1993.
(2) Options represent the right to purchase shares of Common Stock at a fixed
price per share and were granted with limited rights, which limited rights
become immediately and fully exercisable upon a "change of control" of the
Company and entitle the recipient to receive a cash payment equal to the
excess of the then market price of the Common Stock over the exercise price
of the related option. Options granted in 1993 and 1992 were also granted
with a "reload" feature which permits the recipient to tender shares of
Common Stock at then current market value in payment of the option exercise
price and receive, in addition to the shares of Common Stock purchased upon
exercise of the option, a new option to purchase a number of shares of
Common Stock equal to the number of shares of Common Stock so tendered at
the then current market price per share. The options vest at the rate of 25
percent per year commencing on the first anniversary of the grant date,
except in the case of retirement or permanent disability in which case the
options fully vest and are exercisable for a period of up to 36 months after
such retirement or disability. The number of options shown does not include
contingent options to purchase shares of Common Stock granted to the
following persons in 1993, which contingent options become exercisable
(subject to the option vesting schedule) only if the related performance
shares are cancelled: R.P. Hauptfuhrer -- 44,660; R.L. Keiser -- 23,100;
J.W. Box -- 11,240; E.W. Moneypenny -- 11,240; and T.W. Lynch -- 7,620. See
footnote 1 to the Long-Term Incentive Plans -- Awards in 1993 table included
elsewhere herein for additional information on the contingent options and
performance shares.
(3) The values shown are based on the indicated assumed annual rates of
appreciation compounded annually. Actual gains realized, if any, on stock
option exercises and Common Stock holdings are dependent on the future
performance of the Common Stock and overall stock market conditions. There
can be no assurance that the values shown in this table will be achieved.
(4) Represents an assumed market price per share of Common Stock of $31.97.
(5) Represents an assumed market price per share of Common Stock of $50.90.
(6) The amounts shown are calculated by multiplying (i) the 96,932,277 shares of
Common Stock outstanding at December 31, 1993 times (ii) the excess of the
assumed market prices per share of Common Stock ($31.97 at 5 percent and
$50.90 at 10 percent) over $19.625.
</TABLE>
14
<PAGE>
The following table sets forth certain information with respect to the exercise
of options to purchase Common Stock and SARs during the year ended December 31,
1993, and the unexercised options held at December 31, 1993 and the value
thereof, by each of the named executive officers.
AGGREGATED OPTION/SAR EXERCISES IN 1993
AND 12/31/93 OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES ACQUIRED OPTIONS/SARS AT 12/31/93 IN-THE-MONEY OPTIONS/SARS
ON EXERCISE (SHARES)(1) AT 12/31/93(1)
(NUMBER OF VALUE -------------------------- --------------------------
NAME SHARES) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------ --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert P. Hauptfuhrer... 0 $ 0 223,327 211,773 (2) $ 0 $ 0
Robert L. Keiser........ 0 $ 0 19,220 87,060 (3) $ 0 $ 0
Jerry W. Box............ 0 $ 0 47,402 49,080 (4) $ 0 $ 0
Edward W. Moneypenny.... 0 $ 0 41,669 49,080 (4) $ 0 $ 0
Thomas W. Lynch......... 0 $ 0 32,821 36,353 (5) $ 0 $ 0
<FN>
- ------------------------
(1) Options represent the right to purchase shares of Common Stock at a fixed
price per share. An SAR is a right attached to a stock option which allows
the holder of the option to be paid, in cash or shares of Common Stock
depending upon when the right is exercised, an amount equal to the
appreciation of the underlying Common Stock in lieu of exercising the
option. Certain of the options reported are contingent options which are
exercisable (subject to the option vesting schedule) only if the related
performance shares are cancelled. On January 2, 1994, certain performance
shares awarded in 1991 terminated in accordance with their terms as a result
of non-attainment of the minimum targeted share price established at the
time of grant, and the related contingent options became exercisable. See
footnote 1 to the Long-Term Incentive Plans -- Awards in 1993 table included
elsewhere herein for additional information on the contingent options and
performance shares.
(2) Includes 104,340 contingent options, of which 18,300 became exercisable on
January 2, 1994.
(3) Includes 44,750 contingent options, of which 3,622 became exercisable on
January 2, 1994.
(4) Includes 24,550 contingent options, of which 3,937 became exercisable on
January 2, 1994.
(5) Includes 17,930 contingent options, of which 3,337 became exercisable on
January 2, 1994.
</TABLE>
15
<PAGE>
The following table sets forth certain information regarding each compensation
award made during the year ended December 31, 1993, to the named executive
officers under any long-term incentive compensation plan pursuant to which the
measurement of benefits to be received is a function of the market price of the
Common Stock.
LONG-TERM INCENTIVE PLANS -- AWARDS IN 1993
<TABLE>
<CAPTION>
PERFORMANCE OR
OTHER PERIOD UNTIL
NUMBER OF SHARES, UNITS OR MATURATION OR
NAME OTHER RIGHTS(1) PAYOUT
- ---------------------------------------------------------------- ---------------------------- -------------------
<S> <C> <C>
Robert P. Hauptfuhrer........................................... 22,330 performance shares 1/4/96
Robert L. Keiser................................................ 11,550 performance shares 1/4/96
Jerry W. Box.................................................... 5,620 performance shares 1/4/96
Edward W. Moneypenny............................................ 5,620 performance shares 1/4/96
Thomas W. Lynch................................................. 3,810 performance shares 1/4/96
<FN>
- ------------------------
(1) Performance shares payable in cash and/or shares of Common Stock.
Performance measure is the targeted 30 day average of closing prices for
Common Stock at end of restriction period. At the time of grant, total
compounded shareholder return of 11 percent was the criterion used in
calculating the targeted common stock price. If less than the minimum
targeted average price is achieved, the performance shares are cancelled.
Between the targeted average price and the minimum targeted average price,
pro rata payment is made. Performance shares are granted in tandem with
contingent options to purchase shares of Common Stock equal to twice the
number of performance shares granted, which contingent options are
exercisable only if the related performance shares are cancelled. The
contingent stock options have an exercise price of $19.625 per share, vest
75 percent on the third anniversary of the grant date and 25 percent on the
fourth anniversary of the grant date and have a ten-year term. The
contingent stock options were granted with an equal number of limited
rights, which limited rights become immediately and fully exercisable upon a
"change of control" of the Company and entitle the recipient to receive a
cash payment equal to the excess of the then market price of the Common
Stock over the exercise price of the related option. During the restriction
period, dividend equivalents are paid on performance shares when, as and if
dividends are declared on the Common Stock by the Board.
</TABLE>
16
<PAGE>
DEFINED BENEFIT PLANS
The defined benefit plans of the Company that cover its executive officers
provide the benefits shown below. The estimates assume that benefits are
received in the form of a single life annuity with 50 percent continuing after
the death of the employee for the life of his or her spouse.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS UPON RETIREMENT AT AGE 65
AFTER COMPLETION OF THE FOLLOWING YEARS OF SERVICE
----------------------------------------------------------
35 YEARS
FINAL AVERAGE COMPENSATION(1) 15 YEARS 20 YEARS 25 YEARS 30 YEARS OR MORE
- ------------------------------------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$ 200,000.................................. $ 75,000 $ 90,000 $ 105,000 $ 120,000 $ 130,000
$ 300,000.................................. $ 112,500 $ 135,000 $ 157,500 $ 180,000 $ 195,000
$ 400,000.................................. $ 150,000 $ 180,000 $ 210,000 $ 240,000 $ 260,000
$ 550,000.................................. $ 206,250 $ 247,500 $ 288,750 $ 330,000 $ 357,500
$ 700,000.................................. $ 262,500 $ 315,000 $ 367,500 $ 420,000 $ 455,000
$ 800,000.................................. $ 300,000 $ 360,000 $ 420,000 $ 480,000 $ 520,000
$1,000,000................................. $ 375,000 $ 450,000 $ 525,000 $ 600,000 $ 650,000
$1,200,000................................. $ 450,000 $ 540,000 $ 630,000 $ 720,000 $ 780,000
<FN>
- ------------------------
(1) Benefit amounts under the Company's Executive Retirement Plan are based
exclusively on base salary and guideline bonus amounts. Final Average
Compensation is the average of the base salary and guideline bonus in the
highest three consecutive years during the last 10 years of service. The
amounts reported in the Summary Compensation Table under Salary and Bonus
reflect total cash compensation for the years indicated. The 1993 considered
compensation for the named executive officers is as follows: R.P.
Hauptfuhrer -- $952,598; R.L. Keiser -- $490,095; J.W. Box -- $340,261; E.W.
Moneypenny -- $330,828; and T.W. Lynch -- $276,347.
</TABLE>
Retirement benefits shown above are amounts calculated before any Social
Security offset. The Social Security offset is equal to 1 2/3 percent of primary
Social Security benefits for each year of participation in the Company's
Retirement Plan up to 30 years, or a maximum offset of 50 percent of primary
Social Security benefits.
Credited years of service for the named executive officers are as follows: R.P.
Hauptfuhrer -- 36; R.L. Keiser -- 28; J.W. Box -- 25; E.W. Moneypenny -- 17; and
T.W. Lynch -- 18.
SEVERANCE PLANS AND EMPLOYMENT AGREEMENT
The Special Executive Severance Plan, which was adopted in 1988, provides
severance benefits to Messrs. Keiser, Box, Moneypenny, Lynch and other
designated executive officers of the Company in the event of their "termination
of employment" within two years of a "change in control" (as such terms are
defined in the Special Executive Severance Plan) of the Company. The
Compensation Committee has the authority to designate, or delegate to the
Company's Chief Executive Officer the authority to designate, other officers to
participate in the Special Executive Severance Plan. Benefits under the Special
Executive Severance Plan are set forth in individual Executive Severance
Agreements, the form of which is the same for each participant.
All Executive Severance Agreements have a term of two years, with automatic
extensions for successive two-year periods unless terminated by the Company.
Severance benefits include payment of an amount up to three times the
participant's final annual compensation upon a termination of employment
following a change in control of the Company. The terms of the Special Executive
Severance Plan also provide that if any payments made to the executive officer,
whether or not made under the Special Executive Severance Plan, would cause the
executive officer to be subject to an excise tax because the payment is a
"parachute payment" (as defined in the Internal Revenue Code) then the Company
will pay the executive officer an Excise Tax Premium (as defined in the Special
Executive Severance Plan) in a sufficient amount to make the executive officer
whole with respect to any additional tax that would not have been payable except
due to a payment on change in control.
As of December 31, 1993, payments under the Special Executive Severance Plan to
the individuals named above would have been as follows: R.L. Keiser --
$1,592,666; J.W. Box -- $1,047,315; E.W. Moneypenny -- $1,000,231; and
17
<PAGE>
T.W. Lynch -- $833,480 (without regard to the Excise Tax Premiums). The
provisions of the Special Executive Severance Plan do not cover Mr. Hauptfuhrer
who, in the event of a change in control, will receive severance compensation
under an employment agreement described below in this section.
These individuals would also be entitled to supplemental benefits such as the
continuation of insurance, the cost of which would not be significant in
relation to the aggregate payments. In addition, these individuals would be
entitled to the payment of counsel fees reasonably necessary to enforce the
Executive Severance Agreement, the value of which cannot be estimated at this
time.
In addition to the Special Executive Severance Plan, which is operational only
in the event of a "change in control", the Company has an employee severance
plan applicable to specified terminations. Severance pay under this plan could
exceed $100,000 where applicable to certain long service higher paid employees.
The Company has an employment agreement with Robert P. Hauptfuhrer pursuant to
which Mr. Hauptfuhrer agrees to serve as Chairman and Chief Executive Officer of
the Company through December 31, 1995. Compensation for such services consists
of a base salary of no less than $507,844 per year and participation in the
benefit plans, programs and arrangements generally applicable to executives of
the Company. Mr. Hauptfuhrer also participates in the Company's Variable
Incentive Plan. The employment agreement provides that in the event of a change
in control of the Company while Mr. Hauptfuhrer is employed by the Company, he
will receive at least the salary (and bonus related thereto) in effect
immediately before the change in control. As of December 31, 1993, the annual
salary plus bonus payable to Mr. Hauptfuhrer under the change in control
provision of his employment agreement was $950,040. In addition, Mr. Hauptfuhrer
will participate, while his employment with the Company continues, in the
benefit plans, programs and arrangements applicable to him immediately before
the change in control or any more favorable plans, programs or arrangements
established after the change in control for executives with comparable duties.
18
<PAGE>
PERFORMANCE GRAPH
The following graph sets forth the cumulative total stockholder return for
Common Stock, the S&P 500 Index and a Company-selected peer group index for the
years indicated as prescribed by the SEC's rules. The companies included in the
peer group index represent publicly traded exploration and production companies
having large oil and gas reserve quantities.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN(1)
AMONG ORYX ENERGY COMPANY, S&P 500 INDEX AND PEER GROUP INDEX(2)
<TABLE>
<CAPTION>
[GRAPH OMITTED] 1988 1989 1990 1991 1992 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
S&P 500 $100 $132 $128 $166 $179 $197
Peer Group (3) $100 $153 $135 $108 $108 $119
Oryx Energy Company $100 $177 $148 $109 $ 87 $ 78
<FN>
- ------------------------
(1) Assumes $100 invested on January 1, 1989 at December 31, 1988 closing price
in Common Stock, the S&P 500 Index and a Company-selected peer group index.
Total return assumes reinvestment of dividends.
(2) Fiscal year ending December 31.
(3) In accordance with the SEC's rules, the Company has elected to select peer
group companies on an industry basis for comparison purposes. The peer group
is composed of 12 industry participants: Anadarko Petroleum Corporation,
Apache Corporation, Burlington Resources Inc., Enron Oil & Gas Company,
Enterprise Oil plc, LASMO plc, Louisiana Land and Exploration Company, Maxus
Energy Corporation, Mesa Inc., Oryx Energy Company, Santa Fe Energy
Resources, Inc. and Union Texas Petroleum Holdings, Inc. On June 30, 1992,
Burlington Resources Inc. spun-off its ownership of El Paso Natural Gas
Company to Burlington Resources Inc. stockholders and, due to this
transaction, Burlington Resources Inc. has been included only for the period
of time subsequent to the date of this transaction. In addition, Enron Oil &
Gas Company, Mesa Inc. and Santa Fe Energy Resources, Inc. have been
included only for the period of time during which their stock has been
publicly traded. In accordance with the amendments made to the SEC's rules
in November 1993, total return calculations were weighted according to the
respective company's market capitalization at the beginning of each period
for which a return was calculated. The initial period returns of Burlington
Resources Inc., Enron Oil & Gas Company, Mesa Inc. and Santa Fe Energy
Resources, Inc. were weighted using market capitalizations calculated with
the first available quarter-end data closest to their inclusion in the peer
group.
</TABLE>
19
<PAGE>
CERTAIN TRANSACTIONS AND RELATIONSHIPS
The Company engaged the law firm of Vinson & Elkins L.L.P. with respect to a
hearing before the Federal Energy Regulatory Commission during 1992, which
matter is still pending. C. E. Dinkins, a director of the Company, is a member
of the firm, but she is not involved in the matter.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires directors and officers of the
Company, and persons who own more than ten percent of a registered class of
equity securities of the Company, to file with the SEC and the New York Stock
Exchange initial reports of ownership and reports of changes in ownership of the
Common Stock and other equity securities of the Company. Directors, officers and
more than ten percent beneficial owners are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on the information furnished to the
Company and written representations that no other reports were required, during
the year ended December 31, 1993, all applicable Section 16(a) filing
requirements were complied with except as follows: one report, concerning one
transaction under a defined contribution plan of the Company, was filed one
month late by G. H. Wehrmaker, and one report, concerning ten transactions under
a defined contribution plan of the Company, was filed late by H.R. Ashby, Jr.,
former Vice President, Human Resources and Administration.
APPROVAL OF INDEPENDENT ACCOUNTANTS
Since 1989, Coopers & Lybrand has served as independent accountants for the
Company and for Sun Energy Partners, L.P. The Audit Committee has recommended
and the Board has approved the appointment of Coopers & Lybrand as independent
accountants for the Company for fiscal year 1994, subject to the approval of
stockholders.
At the Meeting, a vote will be taken on a proposal to approve such appointment.
While there is no legal requirement that this proposal be submitted to
stockholders, the Board believes that the selection of independent accountants
to audit the financial statements of the Company is of sufficient importance to
seek stockholder approval. In the event a majority of the shares of Common Stock
present in person or represented by proxy and entitled to vote at the Meeting on
this proposal is not voted in favor of the approval of Coopers & Lybrand, the
Board will reconsider its appointment of independent accountants of the Company.
It is expected that representatives of Coopers & Lybrand will be present at the
Meeting with the opportunity to make a statement if they desire to do so and
that they will be available to respond to appropriate questions.
STOCKHOLDER NOMINATIONS AND PROPOSALS FOR THE 1995 ANNUAL MEETING
Subject to certain requirements contained in the Company's Bylaws, a stockholder
of record may nominate someone for director or may propose other action to be
voted on at an annual meeting. Article V of the Company's Bylaws provides in
pertinent part as follows:
"SECTION 1. ANNUAL MEETINGS. The annual meeting of the stockholders for the
election of Directors and for the transaction of such other business as may
be properly brought before the meeting, shall be held each year on such day,
at such time and place, either within or without the state of incorporation,
as shall be determined in advance by the Board of Directors.
"At an annual meeting of stockholders, the only business to be voted on by
stockholders shall be business specified in the notice of the meeting, or
business otherwise specified by the Board of Directors, or business properly
brought before the meeting by a stockholder eligible to vote at the meeting.
"To be properly brought before the meeting by a stockholder, the business
must be legally proper and written notice thereof must have been filed with
the Secretary of the Corporation at least sixty days but not more than
ninety days prior to the first anniversary of the most recent annual
meeting, and containing the following information as applicable:
"(a) All notices by a stockholder hereunder shall contain (i) the
stockholder's name as it appears in the Corporation's records, (ii) the
stockholder's business address and residence address, and (iii) the class
and number of shares of stock of the Corporation which are directly or
indirectly beneficially owned by the stockholder.
20
<PAGE>
"(b) Notices in which a stockholder proposes the nomination of a person
for election as Director shall also contain (i) the proposed nominee's
name, age, business address and residence address, (ii) the proposed
nominee's principal occupation currently and for the previous five years,
(iii) the class and number of shares of stock of the Corporation which
are directly or indirectly beneficially owned by the proposed nominee,
and (iv) any other information about the proposed nominee which is
required to be disclosed in proxy solicitation pursuant to regulations
under the Securities Exchange Act of 1934 as amended, including but not
limited to the proposed nominee's consent to the nomination.
"(c) Notices in which a stockholder proposes a matter other than a
nomination for Director shall also contain a clear and concise statement
of the proposal and the stockholder's reasons for supporting it.
"The filing of a stockholder notice as required above shall not, in and of
itself, constitute the making of the nomination or proposal described
therein. Nothing in these Bylaws shall affect the right of a stockholder to
request inclusion of a proposal in the Corporation's proxy statement
pursuant to regulations under the Securities Exchange Act of 1934 as
amended.
"If the person presiding at the meeting determines that any proposed
business has not been properly brought before the meeting, he shall declare
such business out of order and such business shall not be conducted at the
meeting."
Applicable SEC rules and regulations provide that the Company is not required to
include a stockholder proposal in its proxy materials unless it is received by a
specified date. In order for a stockholder proposal to be considered for
inclusion in the Company's 1995 proxy materials, due notice of the proposal must
be received by the Corporate Secretary on or before November 23, 1994.
SOLICITATION OF PROXIES
The Company has provided proxy materials to brokers, banks, custodians, nominees
and fiduciaries and requested that such materials be promptly forwarded to the
beneficial owners of Common Stock registered in the name of such brokers, banks,
custodians, nominees and fiduciaries. In addition, solicitation of proxies may
be made by directors, officers or employees of the Company by personal
interview, mail, telephone, telegraph or facsimile telecommunication. Georgeson
& Company Inc. has been retained to assist in the distribution to and
solicitation of proxies from stockholders, brokers, banks and nominees for a
base fee of $7,000 plus reasonable out-of-pocket expenses. The cost of
soliciting proxies and related services will be borne by the Company.
OTHER BUSINESS
The Board does not know of any business to come before the Meeting other than
that set forth in the Notice of Annual Meeting of Stockholders. However, if any
other business shall properly come before the Meeting, it is the intention of
the proxy holders to vote upon such business in accordance with their judgment.
By Order of the Board of Directors
Frank B. Sweeney
Corporate Secretary
13155 Noel Road
Dallas, Texas 75240-5067
March 23, 1994
21
<PAGE>
ORYX ENERGY COMPANY DEFINITIVE PROXY STATEMENT -- ADDENDUM
LISTING OF GRAPHIC MATERIAL
FOUND IN DEFINITIVE PROXY STATEMENT
- ------------------------------------------------------------------------------
Printed
Version
Page Description
- ---- -----------
Front -- Oryx Energy Company Logo
Cover
Page 2 -- Photographs of Robert B. Gill, Director; David S. Hollingsworth,
Director; and Charles H. Pistor, Jr., Director
Page 3 -- Photographs of Robert L. Keiser, Director; Paul R. Seegers,
Director; and Ian L. White-Thomson, Director
Page 4 -- Photographs of William E. Bradford, Director; Carol E. Dinkins,
Director; and Robert P. Hauptfuhrer, Director
Page 19 -- Line graph comparing five year cumulative total return among Oryx
Energy Company, S&P 500 and peer group index. Graph data points
are listed on page 19.
<PAGE>
COMMON STOCK PROXY CARD
ORYX ENERGY COMPANY
13155 NOEL ROAD
DALLAS, TEXAS 75240-5067
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF ORYX ENERGY COMPANY
FOR THE MAY 5, 1994 ANNUAL MEETING OF STOCKHOLDERS
OR ANY ADJOURNMENTS THEREOF.
The undersigned hereby appoints Robert P. Hauptfuhrer, Robert L. Keiser, and
Thomas W. Lynch, and each of them, with power of substitution, as proxies and
attorneys-in-fact to vote as hereinafter indicated all shares of Oryx Energy
Company Common Stock, which the undersigned is entitled to vote, and in their
discretion, to vote upon such other business as may properly come before the
Meeting.
(Continued and to be signed on the reverse side.)
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL
BE VOTED BY THE PROXIES IN THE MANNER
DESIGNATED BELOW. IF THIS PROXY IS
RETURNED SIGNED, BUT WITHOUT A CLEAR PLEASE CHECK ONLY IF YOU PLAN TO
VOTING DESIGNATION, THE PROXIES WILL ATTEND THE MEETING. ADMISSION
VOTE FOR ITEMS (1) AND (2). TICKETS WILL BE REQUIRED.
/ / ______________ _______________ / /
Account Number COMMON
______________________________________________________________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS (1) AND (2).
______________________________________________________________________________
(1) Election of Directors. WILLIAM E. BRADFORD,
CAROL E. DINKINS,
ROBERT P. HAUPTFUHRER
FOR all nominees WITHHOLD AUTHORITY (INSTRUCTION: To withhold
listed (except as to vote for all authority to vote for any
marked to the nominees nominee, list nominee's
contrary at right) name below:)
/ / / / ______________________________
______________________________________________________________________________
(2) Proposal to approve the appointment of Coopers & Lybrand as independent
accountants for the fiscal year 1994.
FOR AGAINST ABSTAIN
/ / / / / /
______________________________________________________________________________
Please sign exactly as your name appears
hereon.
____________________________________________
SIGNATURE
____________________________________________
SIGNATURE
____________________________________________
DATED
When signing as attorney, executor,
administrator, trustee, guardian, corporate
officer, etc., give full title as such. If
stock is jointly owned, each joint owner
should sign.
PLEASE MARK, SIGN, DATE, AND RETURN YOUR PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.
<PAGE>
COMMON STOCK VOTING INSTRUCTION CARD
ORYX ENERGY COMPANY
13155 NOEL ROAD
DALLAS, TEXAS 75240-5067
VOTING INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF ORYX ENERGY COMPANY
FOR THE MAY 5, 1994 ANNUAL MEETING OF STOCKHOLDERS
OR ANY ADJOURNMENTS THEREOF.
The undersigned hereby instructs the trustees to vote as hereinafter
indicated all shares of Oryx Energy Company Common Stock which are held for
the account of the undersigned in the Oryx Energy Company Stock Fund of the
Oryx Energy Company Capital Accumulation Plan ("CAP"), as more fully described
on page 1 of the accompanying Proxy Statement.
(Continued and to be signed on the reverse side.)
<PAGE>
THIS VOTING INSTRUCTION CARD WHEN
PROPERLY EXECUTED WILL BE VOTED
BY THE TRUSTEES FOR THE ORYX ENERGY
COMPANY STOCK FUND OF THE ORYX ENERGY
COMPANY CAPITAL ACCUMULATION PLAN
("CAP") IN THE MANNER DESCRIBED ON PLEASE CHECK ONLY IF YOU PLAN TO
PAGE 1 OF THE ACCOMPANYING PROXY ATTEND THE MEETING. ADMISSION
STATEMENT. TICKETS WILL BE REQUIRED.
/ / ______________ _______________ / /
Account Number CAP-ORYX ENERGY
COMPANY STOCK FUND
______________________________________________________________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS (1) AND (2).
______________________________________________________________________________
(1) Election of Directors. WILLIAM E. BRADFORD,
CAROL E. DINKINS,
ROBERT P. HAUPTFUHRER
FOR all nominees WITHHOLD AUTHORITY (INSTRUCTION: To withhold
listed (except as to vote for all authority to vote for any
marked to the nominees nominee, list nominee's
contrary at right) name below:)
/ / / / ______________________________
______________________________________________________________________________
(2) Proposal to approve the appointment of Coopers & Lybrand as independent
accountants for the fiscal year 1994.
FOR AGAINST ABSTAIN
/ / / / / /
______________________________________________________________________________
____________________________________________
SIGNATURE
____________________________________________
SIGNATURE
____________________________________________
DATED
Please sign exactly as you name appears
hereon.
PLEASE MARK, SIGN, DATE, AND RETURN YOUR VOTING
INSTRUCTION CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
<PAGE>
COMMON STOCK VOTING INSTRUCTION CARD
ORYX ENERGY COMPANY
13155 NOEL ROAD
DALLAS, TEXAS 75240-5067
VOTING INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF ORYX ENERGY COMPANY
FOR THE MAY 5, 1994 ANNUAL MEETING OF STOCKHOLDERS
OR ANY ADJOURNMENTS THEREOF.
The undersigned hereby instructs the trustees to vote as hereinafter
indicated, (i) all shares of Oryx Energy Company Common Stock which are held
for the account of the undersigned in Fund L of the Oryx Energy Company
Capital Accumulation Plan ("CAP"), and (ii) the unallocated or undesignated
shares of Oryx Energy Company Common Stock under Fund L of CAP to the extent
attributable to the undersigned under the Fund L Trust Agreement, as more
fully described on page 1 of the accompanying Proxy Statement.
(Continued and to be signed on the reverse side.)
<PAGE>
THIS VOTING INSTRUCTION CARD WHEN
PROPERLY EXECUTED WILL BE VOTED BY
THE TRUSTEES FOR FUND L OF THE ORYX
ENERGY COMPANY CAPITAL ACCUMULATION
PLAN ("CAP") IN THE MANNER DESCRIBED PLEASE CHECK ONLY IF YOU PLAN TO
ON PAGE 1 OF THE ACCOMPANYING PROXY ATTEND THE MEETING. ADMISSION
STATEMENT. TICKETS WILL BE REQUIRED.
/ / ______________ _______________ / /
Account Number CAP-FUND L
______________________________________________________________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS (1) AND (2).
______________________________________________________________________________
(1) Election of Directors. WILLIAM E. BRADFORD,
CAROL E. DINKINS,
ROBERT P. HAUPTFUHRER
FOR all nominees WITHHOLD AUTHORITY (INSTRUCTION: To withhold
listed (except as to vote for all authority to vote for any
marked to the nominees nominee, list nominee's
contrary at right) name below:)
/ / / / ______________________________
______________________________________________________________________________
(2) Proposal to approve the appointment of Coopers & Lybrand as independent
accountants for the fiscal year 1994.
FOR AGAINST ABSTAIN
/ / / / / /
______________________________________________________________________________
____________________________________________
SIGNATURE
____________________________________________
SIGNATURE
____________________________________________
DATED
Please sign exactly as your name appears
hereon.
PLEASE MARK, SIGN, DATE, AND RETURN YOUR VOTING
INSTRUCTION CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
