<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 Section 240.14a-11(c) or Section
240.14a-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)
ORYX ENERGY COMPANY
13155 Noel Road
Dallas, Texas 75240-5067
March 27, 1995
NOTICE OF ANNUAL MEETING
The 1995 Annual Meeting of Stockholders of Oryx Energy Company will be held in
the Plaza Ballroom of the Dallas Medallion Hotel, 4099 Valley View Lane,
Dallas, Texas, on Thursday, May 4, 1995, at 9:00 a.m., for the following
purposes:
1. To elect three directors to Class I of the Company's Board of Directors;
2. To approve the appointment of independent accountants for 1995;
3. To act upon a stockholder proposal regarding reorganization of the Board
of Directors into one class; and
4. To transact such other business as may properly come before the Annual
Meeting.
Only stockholders of record at the close of business on March 10, 1995, 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
WILLIAM C. LEMMER
VICE PRESIDENT, GENERAL COUNSEL
AND 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 1995 Annual Meeting of
Stockholders to be held on May 4, 1995, or any adjournments thereof ("Meeting").
The approximate date of mailing of this Proxy Statement and accompanying proxy
or voting instruction card is March 27, 1995.
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) and AGAINST Item (3) 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 10, 1995, the record date for the Meeting,
there were 99,029,754 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 has adopted a confidential voting policy which provides that votes
of all stockholders of the Company shall be kept confidential and shall not be
disclosed to the Company, its affiliates, directors, officers or employees, or
to any third party, except (i) in the event disclosure is mandated by law, (ii)
when disclosure is expressly requested by a stockholder (whether by written
comment on proxy cards or other voting materials, or otherwise) or (iii) in the
case of a contested proxy solicitation. As part of the policy, the Company will
employ an independent tabulator to receive and tabulate the proxies and will
appoint one or more independent 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 and the stockholder
proposal regarding reorganization of the Board into one class. 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
1
<PAGE>
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 either the proposal to approve accountants or the
stockholder proposal regarding reorganization of the Board into one class
effectively counts as a vote against such proposal. The shares represented by a
broker non-vote (or other limited proxy) as to either such proposal 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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following stockholders are the only persons known by the Company to have
been the beneficial owners of more than five percent of the Common Stock
outstanding and entitled to be voted at the Meeting as of December 31, 1994:
<TABLE>
<CAPTION>
SHARES OF PERCENT OF
COMMON COMMON
NAME, ADDRESS AND NATURE OF OWNERSHIP STOCK STOCK
----------------------------------------------------------------------------- ---------- -----------
<S> <C> <C>
Wellington Management Company, as investment advisor to various clients (1).. 8,522,500 8.6
75 State Street
Boston, Massachusetts 02109
The Prudential Insurance Company of America, for its own account and for the
benefit of its clients by its separate accounts, externally managed
accounts, registered investment companies, subsidiaries and/or other
affiliates (2).............................................................. 7,007,349 7.1
Prudential Plaza
Newark, New Jersey 70102-3777
J.P. Morgan & Co. Incorporated, almost exclusively for the benefit of outside
persons through various accounts (3)........................................ 6,902,233 7.0
60 Wall Street
New York, N.Y. 10260
The Glenmede Trust Company, as Trustee for The Pew Memorial Trust and
fiduciary or co-fiduciary for certain other accounts (4).................... 5,981,057 5.7
One Liberty Place
1650 Market Street, Suite 1200
Philadelphia, Pennsylvania 19103
</TABLE>
------------------------
(1) The information relating to the Wellington Management Company ("Wellington")
was obtained from Schedule 13G dated February 6, 1995 filed by that company.
No single Wellington client, other than Vanguard/Windsor Fund, Inc.
("Vanguard/Windsor") owns more than five percent of the outstanding Common
Stock. Schedule 13G dated February 10, 1995 filed by Vanguard/Windsor
indicates it is the beneficial owner of 6,533,000 or 6.6 percent of the
outstanding Common Stock. Vanguard/Windsor has sole voting power and shared
dispositive power with respect to the entire 6,533,000 shares of Common
Stock. Wellington's voting and dispositive power consist of the following:
(i) zero shares with sole and 831,000 shares with shared voting power, and
(ii) zero shares with sole and 8,522,500 with shared dispositive power.
(2) The information relating to the Prudential Insurance Company of America
("Prudential") was obtained from Schedule 13G dated February 7, 1995 filed
by that company. Prudential holds 100,000 shares of Common Stock for the
benefit of its general account. In addition, Prudential may have direct or
indirect voting and/or investment discretion over 6,997,349 shares which are
held for the benefit of its clients by its separate accounts, externally
managed accounts, registered investment companies, subsidiaries and/or other
affiliates. This amount includes convertible bonds convertible into 238,745
shares of Common Stock. Prudential's voting and dispositive power consist of
the following: (i) 1,476,086 shares with sole and 5,290,007 shares with
shared voting power, and (ii) 1,476,096 shares with sole and 5,292,507
shares with shared dispositive power.
(3) The information relating to J.P. Morgan & Co. Incorporated ("J.P. Morgan")
was obtained from Schedule 13G dated December 30, 1994. The number of shares
of Common Stock beneficially owned includes 1,533 shares where there
2
<PAGE>
is a right to acquire. J.P. Morgan's voting and dispositive power consist of
the following: (i) 3,826,183 shares with sole and zero shares with shared
voting power, and (ii) 6,899,233 shares with sole and 3,000 shares with
shared dispositive power.
(4) The information relating to The Glenmede Trust Company ("Glenmede") was
obtained from Amendment No. 3 to Schedule 13D dated November 16, 1994 filed
by that company. According to this Schedule 13D, the 5,981,057 shares
consist of 721,663 outstanding shares of Common Stock and 5,259,394 shares
of Series B Junior Cumulative Convertible Preference Stock, par value $1.00
per share ("Series B Preference Stock"), of the Company. Series B Preference
Stock is non-voting, except in certain cases specified in its Certificate of
Designation, Preferences and Rights or as may be required under Delaware
law, and it is convertible into Common Stock on a share-for-share basis by
the holder thereof subject to certain restrictions. After September 10,
1995, if Glenmede still owns these shares, they may be converted by it
without the restrictions that applied on or before that date. No single
Glenmede account, other than The Pew Memorial Trust, owns more than five
percent of the outstanding Common Stock (giving effect, for this purpose, to
a share-for-share conversion of the Series B Preference Stock into Common
Stock). Voting and dispositive power (excluding the non-voting Series B
Preference Stock from the calculation of sole and shared voting power, but
including such shares in the calculation of sole and shared dispositive
power) consist of the following: (i) 264,938 shares with sole and 456,725
shares with shared voting power, and (ii) 5,268,872 shares with sole and
712,185 shares with shared dispositive power.
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 I directors expire at the Meeting. The three current
Class I directors are: Robert B. Gill, David S. Hollingsworth and Charles H.
Pistor, Jr.
The Board has nominated Messrs. Gill, Hollingsworth and Pistor for re-election
as Class I directors. The terms of these Class I directors, if elected, will
expire on the date of the Annual Stockholders Meeting in 1998, 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.
3
<PAGE>
CLASS I -- TERM EXPIRES 1998 (IF ELECTED)
<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
retirement on July 1, 1992. Age 63. Prior to his retirement, he was a director of
[PHOTO OMITTED] the National Junior Achievement, Chairman of the Board of Trustees of the National
4-H Council and a member of the board of directors of the U.S. Chamber of Commerce.
Robert B. Gill He currently is a trustee of Pace University. Mr. Gill was a director of Greyhound
(1989) Lines Inc. from May 1994 to January 24, 1995.
Chairman of the Board and Chief Executive Officer of Hercules Incorporated from 1987
until his retirement on December 31, 1990. Age 66. From 1986 to 1987, Mr.
Hollingsworth was Vice Chairman of the same company. Previously, he was Vice
President with various responsibilities, including corporate planning and marketing.
Mr. Hollingsworth is a member of the board of directors of the Delaware Trust
[PHOTO OMITTED] 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
David S. Hollingsworth executive committee of both the Chemical Manufacturers Association and the Medical
(1988) Center of Delaware and a member of the Delaware Business Roundtable.
Vice Chair of Southern Methodist University since October 1991. Age 64. Mr. Pistor
served as Chairman of the Board and Chief Executive Officer of NorthPark National
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,
N.A. in April 1988. Before that time, he was Chairman of the Board and Chief
[PHOTO OMITTED] 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
Charles H. Pistor, Jr. Corporation, American Brands, Inc. and Centex Corporation. He is a trustee of
(1988) Southern Methodist University.
</TABLE>
4
<PAGE>
CLASS II -- TERM EXPIRES 1996
<TABLE>
<CAPTION>
NAME
(DIRECTOR SINCE) PRINCIPAL BUSINESS EXPERIENCE DURING PAST FIVE YEARS
--------------------------- ------------------------------------------------------------------------------------
<C> <S>
Chairman of the Board, Chief Executive Officer, and President since December 1,
1994. Age 52. President and Chief Operating Officer of the Company from January 1,
1992 until November 30, 1994. Mr. Keiser was President and Chief Executive Officer
of Oryx U.K. Energy Company from January 1, 1990 through December 1991. He was also
[PHOTO OMITTED] Vice President, International Exploration and Production for the Company from
January 1990 until August 1990 and from April 1991 through December 1991. From July
Robert L. Keiser 1988 to November 1988, he was a director of the Company. From July 1987 to December
(1991) 1989, he was Vice President, Planning and Development of the Company.
President of Seegers Enterprises. Age 65. 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
board of directors of Centex Corporation and is Chairman of its Executive Committee.
Paul R. Seegers Mr. Seegers is Chairman of the Board of Methodist Hospitals of Dallas and a trustee
(1990) of Southwestern Medical Foundation.
President and Chief Executive Officer of U.S. Borax Inc. since 1988; in addition,
effective April 1, 1995 he has been appointed Chief Executive of the global RTZ
Borax group. Age 58. Prior to 1988 he was Vice President, Marketing and then
Executive Vice President of 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 Ottawa Silica Company, newly acquired subsidiaries of
U.S. Borax Inc., and organized 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
[PHOTO OMITTED] Mining Congress since 1989 and he has previously served as a director and held
several positions, including Chairman, of the Chemical Industry Council of
Ian L. White-Thomson California. He is a director of KCET Community Television of Southern California. He
(1993) was born and educated in England and became a U.S. citizen in 1982.
</TABLE>
5
<PAGE>
CLASS III -- TERM EXPIRES 1997
<TABLE>
<CAPTION>
NAME
(DIRECTOR SINCE) PRINCIPAL BUSINESS EXPERIENCE DURING PAST FIVE YEARS
--------------------------- ------------------------------------------------------------------------------------
<C> <S>
[PHOTO OMITTED] Executive Vice President, Exploration and Production since December 1, 1994. Age 56.
From January 1992 through November 1994, he was Senior Vice President, Exploration
Jerry W. Box and Production. Mr. Box was Vice President, Exploration from January 1987 through
(1994) December 1991.
President, Chief Operating Officer and a director of Dresser Industries, Inc. since
[PHOTO OMITTED] March 1992. Age 60. 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.
Executive Vice President, Finance, and Chief Financial Officer since December 1,
1994. Age 53. Senior Vice President, Finance, and Chief Financial Officer from
[PHOTO OMITTED] January 1992 through November 1994. Mr. Moneypenny was Vice President, Finance and
Chief Financial Officer from November 1988 through December 1991. He serves on the
Edward W. Moneypenny Board of Mesbic Ventures of Dallas and is a member of the Business Advisory Council,
(1994) College of Commerce and Business Administration, University of Illinois.
</TABLE>
6
<PAGE>
INFORMATION CONCERNING THE BOARD OF DIRECTORS
BOARD MEETINGS AND COMMITTEES
The Board held 11 meetings in 1994. The permanent committees of the Board,
number of meetings held in 1994, current composition and functions are:
AUDIT COMMITTEE (THREE MEETINGS) -- Paul R. Seegers, Chairman; William E.
Bradford; and Robert B. Gill -- 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 (THREE MEETINGS) -- Charles H. Pistor,
Jr., Chairman; William E. Bradford; and Paul R. Seegers -- responsible for
corporate governance processes and Board practices; reviews the role,
composition and structure of the Board and its committees; recommends nominees
for election to the Board; and reviews planning for the succession to senior
executive positions.
COMPENSATION COMMITTEE (FIVE MEETINGS) -- David S. Hollingsworth, Chairman;
Robert B. Gill; and Ian L. White-Thomson -- supervises and administers the
compensation and benefit policies, practices and plans of the Company.
EXECUTIVE COMMITTEE (NO MEETINGS) -- Robert L. Keiser, Chairman; Jerry W. Box;
Edward W. Moneypenny; and Charles H. Pistor, Jr. -- exercises the authority of
the Board during the intervals between meetings of the Board.
MLP COMMITTEE (FOUR MEETINGS) -- Jerry W. Box; Robert L. Keiser; and Edward W.
Moneypenny -- 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. These directors
also receive an attendance fee of $1,000 for each Board meeting, committee
meeting or management meeting. Except as set forth in this section, these
directors do not receive remuneration from the Company. Executive officers of
the Company are not paid additional remuneration for their services as
directors.
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.
7
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of December 31, 1994, 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 approximately one percent of
the outstanding Common Stock and less than one percent of the outstanding
Partnership Units. No director or executive officer beneficially owns any of the
7 1/2% Convertible Subordinated Debentures Due 2014 or any shares of Series B
Preference Stock of the Company.
<TABLE>
<CAPTION>
SHARES OF
COMMON PARTNERSHIP
STOCK UNITS
BENEFICIALLY BENEFICIALLY
DIRECTORS OWNED(1) OWNED(1)
-------------------------------------------------------------------------------------- ---------- -----------
<S> <C> <C>
Jerry W. Box(2)(3).................................................................... 97,395 0
William E. Bradford................................................................... 1,500 0
Robert B. Gill(4)..................................................................... 2,000 0
David S. Hollingsworth(5)............................................................. 2,000 0
Robert L. Keiser(2)(6)(7)............................................................. 112,305 0
Edward W. Moneypenny(2)............................................................... 81,740 0
Charles H. Pistor, Jr.(6)............................................................. 1,000 0
Paul R. Seegers(6)(8)................................................................. 8,000 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>
Robert P. Hauptfuhrer(2)(9)(10)(11)................................................... 540,840 1,000
William P. Stokes, Jr.(2)(6)(12)...................................................... 36,749 200
Barry L. Strong(2)(11)................................................................ 30,976 0
All directors and executive officers as a group (17 persons including those named
above)(2)(6)(9)(12).................................................................. 1,012,873 1,200
</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, 1994, 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 amounts shown include shares of Common Stock which the following persons
had the right to acquire within 60 days from December 31, 1994 through the
exercise of options or pursuant to incentive awards under the Company's
long-term incentive plans: J.W. Box -- 85,714 shares; R.L. Keiser -- 80,967
shares; E.W. Moneypenny -- 78,981 shares; R.P. Hauptfuhrer -- 505,626
shares; W.P. Stokes, Jr. -- 31,537 shares; B.L. Strong -- 24,148 shares; and
all directors and executive officers of the Company as a group -- 879,906
shares.
(3) The amount includes 2,000 shares purchased January 30, 1995 and 3,765 shares
purchased January 31, 1995.
(4) The amount includes 1,000 shares purchased January 24, 1995.
(5) The amount includes 1,000 shares purchased January 30, 1995.
(6) 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 -- 14,882 shares; C.H. Pistor, Jr. -- 1,000 shares; P.R. Seegers --
1,000; W.P. Stokes, Jr. -- 1,582; and all directors and executive officers
of the Company as a group -- 20,215 shares.
(7) The amount includes 5,500 shares purchased January 20, 1995, 5,667 shares
purchased January 25, 1995 and 4,678 shares purchased March 8, 1995.
(8) The amount includes 5,000 shares purchased February 3, 1995.
(9) The shares of Common Stock shown include 34,055 shares owned by a family
member of R.P. Hauptfuhrer.
(10)The amount excludes 889 shares disposed of on January 23, 1995 from CAP in
connection with his retirement from the Company December 1, 1994.
(11)R.P. Hauptfuhrer resigned as Chairman of the Board and Chief Executive
Officer on November 30, 1994 and retired from the Company on December 1,
1994. B.L. Strong resigned as Comptroller on February 1, 1995.
(12)Voting and investment power in the 200 Partnership Units is shared.
8
<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 utilizes 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 29 and 26 companies and two general-industry surveys of 121 and 111
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 equally.
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.
It should be noted that the Company-selected peer group presented in the
performance graph of cumulative total stockholder return on page 18 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, except for the two non-U.S.-based companies and two other
U.S.-based companies, each of the companies named in footnote 3 to the
performance graph is included in the two industry-specific surveys discussed
above.
9
<PAGE>
Once the salary target is established for each executive position, the
Committee sets the actual salary based on its appraisal of the executives'
performance with respect to the goals approved by the Committee for each
individual's area of responsibility. While certain individual goals and
objectives were attained, there were no base salary increases granted in
1994 to executive officers of the Company.
ANNUAL INCENTIVES: Annual incentives, if earned, are paid under the terms of
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 1994 included both operational and
financial measures, as follows:
<TABLE>
<CAPTION>
SHORT-TERM GOALS (75%) LONG-TERM GOALS (25%)
------------------------------------------------ ------------------------------------------------
<S> <C>
- cash flow - proved reserve additions
- production volumes - finding, development and acquisition cost per
- operating and administrative expenses equivalent barrel
</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 22 to 50 percent of annual base salary. The Committee has
discretion under the VIP to vary payments around targeted amounts, or to
forego payments in full, based upon evaluated performance of each executive
officer and the Company.
For the VIP plan year ended December 31, 1994, the Committee concluded, in
the exercise of its discretion under the VIP, that as a result of the
decline in the price per share of the Common Stock during 1994, no bonuses
would be paid to executive officers at the vice president level and above.
Accordingly five of the six executive officers listed in the Summary
Compensation Table did not receive a bonus for 1994.
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 1994, long-term incentive awards consisted of
nonqualified stock options exclusively. 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 was targeted at the 60th percentile of the general industry
group which is composed of 276 companies, 13,500 participating individuals
and over 400 long-term incentive plans. The group of 276 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.
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.
10
<PAGE>
COMPANY PERFORMANCE AND CHAIRMAN/CEO COMPENSATION
Mr. Hauptfuhrer's salary for 1994 was reviewed in December 1993, in light of
performance and competitive factors at that time. The Committee recommended no
salary increase in 1994 because the Company's overall performance was below
expectations and Mr. Hauptfuhrer's salary was near the survey median for chief
executive officers. Mr. Hauptfuhrer retired from the Company on December 1,
1994.
Mr. Keiser was elected Chairman/CEO and President effective December 1, 1994,
and the Committee recommended an initial base salary of $475,000. Mr. Keiser's
salary increase was based on the increased level of job responsibility and
competitive pay levels.
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. As noted
previously, the Committee determined that no bonuses would be paid for 1994 to
executive officers at the vice president level and above. Accordingly, neither
Mr. Hauptfuhrer nor Mr. Keiser received a bonus for 1994.
The long-term incentive awards for 1994 granted to Mr. Hauptfuhrer and Mr.
Keiser consisted of stock options exclusively. The level of award was determined
to be competitive at approximately the 60th percentile of general 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 stock options as a multiple of
salary for the position. The awards were 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 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.
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
Robert B. Gill
Ian L. White-Thomson
11
<PAGE>
The following table sets forth certain summary information concerning the
compensation awarded to, earned by or paid to each person serving as
Chairman/CEO of the Company during 1994 and each of the four most highly
compensated executive officers of the Company during 1994 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)(3) PAYOUTS COMPENSATION
---------------------------------------- -------- -------- ---------- --------------- ------------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert P. Hauptfuhrer 1994(4) $584,640 $ 0 $ 24,335 115,000 $ 0 $ 35,876
Chairman and Chief Executive 1993 $633,360 $ 0 $ 23,301 45,250 $ 0 $ 40,567
officer through 11/30/94 1992 $598,416 $ 294,500 $ 42,634 45,870 $ 0 $ 36,893
Robert L. Keiser 1994(5) $358,712 $ 0 $ 20,844 72,000 $ 0 $ 18,814
Chairman, Chief Executive 1993 $349,128 $ 0 $ 19,238 23,690 $ 0 $ 21,169
Officer, and President 1992 $299,260 $ 156,400 $166,591 17,420 $ 0 $ 16,657
Jerry W. Box 1994(6) $251,368 $ 0 $ 9,913 41,500 $ 0 $ 11,642
Executive Vice President, 1993 $251,368 $ 0 $ 5,833 11,830 $ 0 $ 14,452
Exploration and Production 1992 $229,424 $ 91,100 $ 15,924 8,660 $ 0 $ 11,891
Edward W. Moneypenny 1994(7) $244,400 $ 0 $ 10,088 37,500 $ 0 $ 11,229
Executive Vice President, 1993 $244,400 $ 0 $ 5,317 11,830 $ 0 $ 14,884
Finance, and Chief Financial 1992 $229,424 $ 97,000 $ 15,890 8,600 $ 0 $ 9,605
Officer
William P. Stokes, Jr. 1994(8) $191,516 $ 0 $ 9,939 22,500 $ 0 $ 6,042
Vice President, Marketing 1993 $191,516 $ 0 $ 4,843 8,220 $ 0 $ 8,586
1992 $179,556 $ 64,400 $ 12,958 6,450 $ 0 $ 7,569
Barry L. Strong 1994(9) $169,260 $ 14,002 $ 0 10,700 $ 0 $163,059
Comptroller 1993 $169,260 $ 0 $ 3,191 5,430 $ 0 $ 7,965
1992 $162,760 $ 37,600 $ 12,321 4,170 $ 0 $ 6,692
</TABLE>
--------------------------
(1) Includes for 1992 the value of 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.
(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 1994 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 granted in 1992 and
1993. 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 the performance measure, which is the targeted 30
day average of closing prices for Common Stock at the end of the restriction
period. 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
were 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 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
12
<PAGE>
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.
(3) The number of options shown does not include the following number of
contingent options awarded to such persons in 1993 and 1992, respectively:
R.P. Hauptfuhrer -- 44,660 and 35,280; R.L. Keiser -- 23,100 and 16,820;
J.W. Box -- 11,240 and 8,060; E.W. Moneypenny -- 11,240 and 8,060; W.P.
Stokes -- 7,620 and 5,860; and B.L. Strong -- 4,840 and 3,580.
(4) At December 31, 1994, Mr. Hauptfuhrer held an aggregate of 31,708
performance shares (as described in footnotes 1 and 2 above) with an
aggregate market value at that date of $376,533. The amount shown as All
Other Compensation for 1994 consists of Company contributions to defined
contribution plans of $25,818 ($23,912 in cash and an allocation of 160.57
shares of Common Stock valued at $1,906 using the December 31, 1994 closing
price) and term life insurance premiums of $10,058.
(5) At December 31, 1994, Mr. Keiser held an aggregate of 20,260 performance
shares (as described in footnotes 1 and 2 above) with an aggregate market
value at that date of $240,588. The amount shown as All Other Compensation
for 1994 consists of Company contributions to defined contribution plans of
$13,014 ($10,678 in cash and an allocation of 196.70 shares of Common Stock
valued at $2,336 using the December 31, 1994 closing price) and term life
insurance premiums of $5,800.
(6) At December 31, 1994, Mr. Box held an aggregate of 9,950 performance shares
(as described in footnotes 1 and 2 above) with an aggregate market value at
that date of $118,156. The amount shown as All Other Compensation for 1994
consists of Company contributions to defined contribution plans of $7,719
($4,997 in cash and an allocation of 229.23 shares of Common Stock valued at
$2,722 using the December 31, 1994 closing price) and term life insurance
premiums of $3,923.
(7) At December 31, 1994, Mr. Moneypenny held an aggregate of 9,950 performance
shares (as described in footnotes 1 and 2 above) with an aggregate market
value at that date of $118,156. The amount shown as All Other Compensation
for 1994 consists of Company contributions to defined contribution plans of
$7,416 ($4,655 in cash and an allocation of 232.48 shares of Common Stock
valued at $2,761 using the December 31, 1994 closing price) and term life
insurance premiums of $3,813.
(8) At December 31, 1994, Mr. Stokes held an aggregate of 7,040 performance
shares (as described in footnotes 1 and 2 above) with an aggregate market
value at that date of $83,600. The amount shown as All Other Compensation
for 1994 consists of Company contributions to defined contribution plans of
$4,936 ($2,047 in cash and an allocation of 243.27 shares of Common Stock
valued at $2,889 using the December 31, 1994 closing price) and term life
insurance premiums of $1,106.
(9) Mr. Strong ceased to be an executive officer of the Company on February 1,
1995 and will retire from the Company May 1, 1995. At December 31, 1994, Mr.
Strong held an aggregate of 3,905 performance shares (as described in
footnotes 1 and 2 above) with an aggregate market value at that date of
$46,372. The amount shown as All Other Compensation for 1994 consists of
Company contributions to defined contribution plans of $4,434 ($950 in cash
and an allocation of 293.35 shares of Common Stock valued at $3,484 using
the December 31, 1994 closing price), term life insurance premiums of $2,385
and accrued severance pay of $156,240.
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, 1994
to each of the named executive officers.
OPTION/SAR GRANTS IN 1994(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 1994 PER SHARE DATE(2) 5 PERCENT (4) 10 PERCENT (5)
---------------------- ------------ --------- ----------- ---------- ----------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
All Shareholders...... N/A N/A N/A N/A $ 1,085,438,377 (6) $ 2,749,711,258 (6)
Robert P.
Hauptfuhrer.......... 115,000 17.9 $ 17.44 11/30/1997 $ 316,250 $ 663,550
Robert L. Keiser...... 72,000 11.2 $ 17.44 12/31/2003 $ 789,840 $ 2,000,880
Jerry W. Box.......... 41,500 6.4 $ 17.44 12/31/2003 $ 455,255 $ 1,153,285
Edward W.
Moneypenny........... 37,500 5.8 $ 17.44 12/31/2003 $ 411,375 $ 1,042,125
William P. Stokes,
Jr................... 22,500 3.5 $ 17.44 12/31/2003 $ 246,825 $ 625,275
Barry L. Strong....... 10,700 1.7 $ 17.44 4/30/1998 $ 33,063 $ 69,978
</TABLE>
------------------------
(1) No SAR grants were made in 1994.
(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 1994, 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.
(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 $28.41
(except for Messrs. Hauptfuhrer and Strong whose stock price appreciation
was adjusted to reflect a reduced option term of 36 months from date of
retirement).
(5) Represents an assumed market price per share of Common Stock of $45.23
(except for Messrs. Hauptfuhrer and Strong whose stock price appreciation
was adjusted to reflect a reduced option term of 36 months from date of
retirement).
(6) The amounts shown are calculated by multiplying (i) the 98,946,069 shares of
Common Stock outstanding at December 31, 1994 times (ii) the excess of the
assumed market prices per share of Common Stock ($28.41 at 5 percent and
$45.23 at 10 percent) over $17.44.
There were no long-term incentive awards (other than the above options) made
during the year ended December 31, 1994.
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,
1994, and the unexercised options held at December 31, 1994 and the value
thereof, by each of the named executive officers.
AGGREGATED OPTION/SAR EXERCISES IN 1994
AND 12/31/94 OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES ACQUIRED OPTIONS/SARS AT 12/31/94 IN-THE-MONEY OPTIONS/SARS
ON EXERCISE (SHARES) (1) AT 12/31/94 (1)
(NUMBER OF VALUE -------------------------- --------------------------
NAME SHARES) REALIZED EXERCISABLE UNEXERCISABLE(2) EXERCISABLE UNEXERCISABLE
------------------------ --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert P. Hauptfuhrer... 0 $ 0 470,160 79,940 $ 0 $ 0
Robert L. Keiser........ 0 $ 0 35,896 142,384 $ 0 $ 0
Jerry W. Box............ 0 $ 0 59,563 78,419 $ 0 $ 0
Edward W. Moneypenny.... 0 $ 0 53,830 74,419 $ 0 $ 0
William P. Stokes,
Jr..................... 0 $ 0 15,248 47,780 $ 0 $ 0
Barry L. Strong......... 0 $ 0 14,110 27,364 $ 0 $ 0
</TABLE>
------------------------
(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, 1995, certain performance
shares awarded in 1992 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 2 to the Summary Compensation Table included elsewhere herein for
additional information on the contingent options and performance shares.
(2) Includes the following number of contingent options held by such persons,
with the number of options that became exercisable on January 2, 1995 shown
in parentheses: R.P Hauptfuhrer -- 79,940 (35,280); R.L. Keiser -- 39,920
(12,615); J.W. Box -- 19,300 (6,045); E.W. Moneypenny -- 19,300 (6,045);
W.P. Stokes -- 13,480 (4,395); and B.L. Strong -- 8,420 (2,685).
15
<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. The following table
sets forth the benefit amounts at December 31, 1994.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS UPON RETIREMENT AT AGE 65
AFTER COMPLETION OF THE FOLLOWING YEARS OF SERVICE
----------------------------------------------------------
35 YEARS
FINAL AVERAGE COMPENSATION(1)(2) 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
</TABLE>
------------------------
(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 1994 considered
compensation for the following named executive officers is: R.P. Hauptfuhrer
-- $899,676; R.L. Keiser -- $510,916; J.W. Box -- $342,011; E.W. Moneypenny
-- $332,488; and W.P. Stokes, Jr. $250,724.
(2) Mr. Strong does not participate in all the plans whose benefits are
presented in the Table. His accrued annual retirement benefit through
December 31, 1994 but payable at age 65 is $73,800.
Retirement benefits shown above are amounts calculated before any Social
Security offset. The Social Security offset is equal to 1 2/3 percent (amended
to 1 percent as of January 1, 1995) 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 (30 percent as of January 1, 1995) of primary
Social Security benefits.
Credited years of service for the named executive officers (other than for B.L.
Strong) are as follows: R.P. Hauptfuhrer -- 37; R.L. Keiser -- 29; J.W. Box --
26; E.W. Moneypenny -- 18; and W.P. Stokes, Jr. -- 30.
SEVERANCE PLANS AND ARRANGEMENTS
The Special Executive Severance Plan provides severance benefits to Messrs.
Keiser, Box, Moneypenny, Stokes and other designated executive officers of the
Company in the event of their "termination of employment" within two years of a
"corporate change" (as such terms are defined in the Special Executive Severance
Plan). A "corporate change" is defined to include for example, a merger, sale of
all or substantially all of the assets or a change of control of the Company.
Messrs. Hauptfuhrer and Strong were not so designated. 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 "corporate change" 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 a corporate change.
16
<PAGE>
As of December 31, 1994, payments under the Special Executive Severance Plan to
the individuals named above would have been as follows: R.L. Keiser --
$2,279,979; J.W. Box -- $1,105,881; E.W. Moneypenny -- $1,073,148; and W.P.
Stokes, Jr. -- $799,554 (without regard to the Excise Tax Premiums).
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 "corporate change", 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. As a
result of Mr. Strong's retirement, he will receive $156,240 in severance pay
under this plan. Mr. Hauptfuhrer was not a participant in this plan.
The Company had an employment agreement with Robert P. Hauptfuhrer that extended
through December 31, 1995. The agreement provided for 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. The agreement
was terminated upon Mr. Hauptfuhrer's retirement on December 1, 1994, at which
time the Company entered into a consulting agreement with him that provides for
the payment of a fee of $10,000 per month for 12 months. As a consultant, Mr.
Hauptfuhrer does not participate in any of the Company's plans, programs or
other arrangements.
17
<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)
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
S&P 500 PEER GROUP (3) ORYX ENERGY COMPANY
<S> <C> <C> <C>
1989 100 100 100
1990 97 88 84
1991 126 70 61
1992 136 71 49
1993 150 78 44
1994 152 84 30
</TABLE>
------------------------
(1) Assumes $100 invested on January 1, 1990 at December 31, 1989 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, 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 SEC's rules, 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., 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.
18
<PAGE>
STOCKHOLDER PROPOSAL
The California Public Employees' Retirement System ("CalPERS"), P. O. Box
942708, Sacramento, California 94229-2708, which has notified the Company that
it is the beneficial owner of 475,000 shares of Common Stock, has advised the
Company that it intends to offer the following proposal and supporting statement
for action at the Meeting.
"RESOLVED, that the stockholders of Oryx Energy Corporation [sic]
recommend that the board of directors take the necessary steps, in
compliance with applicable law, to reorganize itself into one class. The
reorganization shall be done in a manner that does not affect the
unexpired terms of directors previously elected."
Stockholder's Supporting Statement
CalPERS has submitted the following statement in support of the proposal:
How important is board of director accountability to a company's shareholders?
As a trust fund with nearly 1 million participants, and as the owner of
approximately 475,000 shares of the Company's common stock, the California
Public Employees' Retirement System ("CalPERS") thinks accountability is of
paramount importance. This is why we are sponsoring this shareholder proposal
which, if passed, would urge the board to reorganize itself into a single class
of directors, to be elected as a new slate each year. We hope to eliminate the
Company's current, so-called "classified board", whereby the directors are
divided into three classes, each serving a three-year term. Under the current
structure, shareholders can only vote on one-third of the board at any given
time.
By classifying itself, a board insulates its members from immediate challenge.
Insularity may have made sense in the past (e.g.,, during the takeover frenzy of
the 1980s). But now, we believe that insularity works primarily to hamper
accountability. A classified board can prevent shareholders from mounting a
successful opposition to the entire board, because only a third of the directors
are up for election in any given year. By way of contrast, a declassified board
would stand for election in its entirety, every year.
CalPERS believes that a company's corporate governance procedures and practices,
and the level of management accountability they impose, are related to the
financial performance of the company. That is, when people feel accountable for
their actions, we think it obvious that they tend to perform better. We -- as
one shareholder -- are dissatisfied with this Company's long-term financial
performance, particularly when compared against its industry peers. We are
seeking a way to improve that performance through this structural reorganization
of the board. If the Board acts on our proposal, directors would no longer be
divided into classes, and each director would stand for election annually.
Shareholders would have the opportunity to register their views annually on the
performance of the board collectively, and of each director individually.
CalPERS urges that you join us in voting for declassification, as a powerful
tool for management incentive and accountability. We urge your support FOR this
proposal.
Statement of Board of Directors Recommending
a Vote AGAINST the Proposal
The Board believes that the present system of electing directors of the
Company in three classes is in the best interests of the Company's stockholders
and should not be changed.
A classified board offers important advantages. It allows stockholders to
change yearly one-third of the directors and thereby substantially change the
board's composition and character. At the same time it facilitates continuity
and stability by assuring stockholders that a majority of their directors will
have prior experience as directors of the Company and be familiar with its
business and operations. Such continuity also helps the Company to attract and
retain qualified individuals willing to commit the time and dedication necessary
to understand the Company, its operations and competitive environment.
Additionally, a classified board is designed to: (1) discourage attempts to
effect changes of control of a company with inadequate, if any, consideration
paid to shareholders; and (2) encourage any person seeking to acquire control of
a company to negotiate with its board of directors, which is uniquely positioned
under such circumstances to assure stockholders that any transaction will be
equitable and fair to them.
The Board believes in corporate responsibility and accountability but does
not accept the proposition that a classified board insulates directors from it.
Accountability depends on the selection of responsible and experienced
individuals, not
19
<PAGE>
on whether they serve for terms of one year or three. The election of directors
by classes is a common practice among companies and currently exists at a
majority of both the Fortune 500 companies and the more than fifteen hundred
public companies tracked by the Investor Responsibility Research Center.
The Company has and will continue to take initiatives in the field of
corporate governance which are appropriate. Initiatives already in place
include: (1) maintaining a majority of outside directors (six of nine); (2)
holding regular, executive sessions of outside directors; (3) having only
outside directors on the audit, nominating and compensation committees; (4)
increasing the frequency of Board meetings from eight to twelve per year; and
(5) adopting confidential stockholder voting.
For these reasons, the Board of Directors unanimously recommends that
stockholders vote AGAINST this proposal.
SECTION 16(A) REPORTING DELINQUENCIES
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, 1994, 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 T.W. Lynch, former Vice President and General Counsel of the
Company.
APPROVAL OF INDEPENDENT ACCOUNTANTS
Since 1989, Coopers & Lybrand L.L.P. 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
L.L.P. as independent accountants for the Company for fiscal year 1995, 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 L.L.P.,
the Board will reconsider its appointment of independent accountants of the
Company.
It is expected that representatives of Coopers & Lybrand L.L.P. 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 1996 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.
20
<PAGE>
"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.
"(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 1996 proxy materials, due notice of the proposal must
be received by the Secretary of the Company on or before November 28, 1995.
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
William C. Lemmer
Vice President, General Counsel
and Secretary
13155 Noel Road
Dallas, Texas 75240-5067
March 27, 1995
21
<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 4, 1995 ANNUAL MEETING OF STOCKHOLDERS
OR ANY ADJOURNMENTS THEREOF.
The undersigned hereby appoints Robert L. Keiser, William C. Lemmer, and
Edward W. Moneypenny, 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 PLEASE CHECK ONLY IF YOU
BY THE PROXIES IN THE MANNER DESIGNATED BELOW. PLAN TO ATTEND THE MEETING.
IF THIS PROXY IS RETURNED SIGNED, BUT WITHOUT A ADMISSION TICKETS WILL BE
CLEAR VOTING DESIGNATION, THE PROXIES WILL VOTE REQUIRED. / /
FOR ITEMS (1) AND (2) AND AGAINST ITEM (3).
-----------------
COMMON
-------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Items (1) and (2) and AGAINST
Item (3).
-------------------------------------------------------------------------------
(1) Election of Directors.
FOR all nominees listed WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary at right)
/ / / /
Robert B. Gill, David S. Hollingsworth,
Charles H. Pistor, Jr.
(INSTRUCTION: To withhold authority to vote
for any nominee, list nominee's name below:)
--------------------------------------------
-------------------------------------------------------------------------------
(2) Proposal to approve the appointment of Coopers & Lybrand L.L.P. as
independent accountants for the fiscal year 1995.
FOR AGAINST ABSTAIN
/ / / / / /
-------------------------------------------------------------------------------
(3) Stockholder proposal regarding reorganization of the Board of Directors
into one class.
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 4, 1995 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 PLEASE CHECK ONLY IF YOU
EXECUTED WILL BE VOTED BY THE TRUSTEES FOR PLAN TO ATTEND THE
THE ORYX ENERGY COMPANY STOCK FUND OF THE MEETING. ADMISSION TICKETS
ORYX ENERGY COMPANY CAPITAL ACCUMULATION WILL BE REQUIRED. / /
PLAN ("CAP") IN THE MANNER DESCRIBED ON
PAGE 1 OF THE ACCOMPANYING PROXY STATEMENT.
----------------------------------
CAP-ORYX ENERGY COMPANY STOCK FUND
-------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Items (1) and (2) and AGAINST
Item (3).
-------------------------------------------------------------------------------
(1) Election of Directors.
FOR all nominees listed WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary at right)
/ / / /
Robert B. Gill, David S. Hollingsworth,
Charles H. Pistor, Jr.
(INSTRUCTION: To withhold authority to vote
for any nominee, list nominee's name below:)
--------------------------------------------
-------------------------------------------------------------------------------
(2) Proposal to approve the appointment of Coopers & Lybrand LLP. as independent
accountants for the fiscal year 1995.
FOR AGAINST ABSTAIN
/ / / / / /
-------------------------------------------------------------------------------
(3) Stockholder proposal regarding reorganization of the Board of Directors
into one class.
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.
<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 4, 1995 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 PLEASE CHECK ONLY IF YOU
EXECUTED WILL BE VOTED BY THE TRUSTEES FOR PLAN TO ATTEND THE MEETING.
FUND L OF THE ORYX ENERGY COMPANY CAPITAL ADMISSION TICKETS WILL BE
ACCUMULATION PLAN ("CAP") IN THE MANNER REQUIRED. / /
DESCRIBED ON PAGE 1 OF THE ACCOMPANYING
PROXY STATEMENT.
----------
CAP-FUND L
-------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Items (1) and (2) and AGAINST
Item (3).
-------------------------------------------------------------------------------
(1) Election of Directors.
FOR all nominees listed WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary at right)
/ / / /
Robert B. Gill, David S. Hollingsworth,
Charles H. Pistor, Jr.
(INSTRUCTION: To withhold authority to vote
for any nominee, list nominee's name below:)
--------------------------------------------
-------------------------------------------------------------------------------
(2) Proposal to approve the appointment of Coopers & Lybrand LLP. as independent
accountants for the fiscal year 1995.
FOR AGAINST ABSTAIN
/ / / / / /
-------------------------------------------------------------------------------
(3) Stockholder proposal regarding reorganization of the Board of Directors
into one class.
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.
