<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
OCTOBER 17, 1995
ORYX ENERGY COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
1-10053
(COMMISSION FILE NUMBER)
23-1743284
(IRS EMPLOYER IDENTIFICATION NUMBER)
13155 NOEL ROAD, DALLAS, TEXAS 75240-5067
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(214) 715-4000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 14, 1995, Oryx Energy Company (Company) signed an agreement to sell
its interests in Block 48/15a in the U.K. North Sea for $120 million. Assets
being sold include the Company's: 33.7 percent interest in the Audrey field;
its estimated 10 percent interest in the Galleon field; and its undetermined
interest in the Ensign discovery. Management believes that it is probable
that closing will occur early in the fourth quarter.
On July 18, 1995, the Company completed the sale, effective July 1, 1995, of
all of its assets in the Alba field in the U.K. North Sea for cash
consideration of $270 million. The sale of the Company's assets in the Alba
field is part of a series of related asset dispositions which the Company has
entered into in 1995 for the purpose of using the associated net proceeds to
reduce outstanding indebtedness. In addition to the sale of the Alba field
assets, the Company has completed sales of certain U.S. oil and gas producing
assets and all of its assets in Indonesia and Gabon. The sale of the U.S.
assets occurred throughout the six month period which ended on June 30, 1995
and generated cash proceeds of $77 million; the sale of the Indonesian assets
occurred on May 18, 1995, effective January 1, 1995, for cash proceeds of $67
million; and, the sale of the Gabonese assets occurred effective January 1,
1995 for cash proceeds of $2 million. The above described asset sales were
made to unaffiliated parties at negotiated fair values.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Listed below are the pro forma financial information and exhibit filed as
parts of this report:
(b) Pro forma financial information:
Introduction
Pro Forma Condensed Consolidated Statement of Income for the Year Ended
December 31, 1994.
Pro Forma Condensed Consolidated Statement of Income for the Six Months
Ended June 30, 1995.
Pro Forma Condensed Consolidated Balance Sheet as of June 30, 1995.
Notes to Pro Forma Condensed Financial Statements
(c) Exhibits:
5 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23 Consent of Counsel (included in 5 above)
2
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INTRODUCTION
In January 1995, the Company announced plans to reduce debt by $400 million
by year-end 1995 primarily through the application of proceeds from the sale
of certain oil and gas producing assets. The Company has completed sales of
certain U.S. oil and gas producing assets, all of its assets in Indonesia and
Gabon and all of its assets in the Alba field in the U.K. North Sea for total
cash proceeds of $416 million, all of which have been applied to reduce the
Company's debt. Management believes it is probable that closing on the sale
of its interests in Block 48/15a in the U.K. North Sea for $120 million will
occur early in the fourth quarter. Proceeds will be used to reduce debt.
The accompanying condensed pro forma statements of income and balance sheets
are intended to provide investors with information about the impact of the
asset sales by adjusting the Company's historical statements of income, as if
the related transactions described above had been completed on January 1,
1994 and adjusting the historical balance sheets as if the related
transactions had occurred on the respective balance sheet dates.
Among other matters, in preparing the accompanying pro forma information, no
pro forma adjustments to the historical amounts have been made for changes in
business conditions, including but not limited to changes in oil and gas
prices, that have occurred since such periods.
3
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ORYX ENERGY COMPANY
Pro Forma Condensed Consolidated Statement of Income
For The Year Ended December 31, 1994
(Unaudited)
<TABLE>
<CAPTION>
(Millions of Dollars)
As Pro Forma As
Reported Adjustments Adjusted
-------- ----------- --------
<S> <C> <C> <C>
REVENUES
Oil and gas $1,082 $(204)(b) $ 878
Other-net (10) - (10)
------ ----- -----
1,072 (204) 868
------ ----- -----
COSTS AND EXPENSES
Operating costs 374 (68)(b) 306
Production taxes 112 (40)(b) 72
Exploration costs 104 (17)(b) 87
Depreciation, depletion and
amortization 271 (42)(b) 229
General and administrative expense 68 - 68
Interest and debt expense 162 (48)(c) 114
Interest capitalized (11) - (11)
Provision for restructuring 92 - 92
------ ----- -----
1,172 (215) 957
------ ----- -----
Income (loss) before extraordinary
item, cumulative effect of accounting
change and provision (benefit) for
income taxes (100) 11 (89)
Provision (benefit) for income taxes (35) 1 (d) (34)
------ ----- -----
Income (loss) before extraordinary item
and cumulative effect of accounting
change $ (65) $ 10 $ (55)
====== ===== =====
</TABLE>
(See accompanying Notes to Pro Forma Financial Statements)
4
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ORYX ENERGY COMPANY
Pro Forma Condensed Consolidated Statement of Income
For The Six Months Ended June 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
(Millions of Dollars)
As Pro Forma As
Reported Adjustments Adjusted
-------- ----------- --------
<S> <C> <C> <C>
REVENUES
Oil and gas $ 571 $(106)(b) $ 465
Other-net 7 (19)(b) (12)
------ ----- -----
578 (125) 453
------ ----- -----
COSTS AND EXPENSES
Operating costs 182 (31)(b) 151
Production taxes 68 (17)(b) 51
Exploration costs 26 (1)(b) 25
Depreciation, depletion and
amortization 146 (20)(b) 126
General and administrative expense 34 - 34
Interest and debt expense 79 (24)(c) 55
Interest capitalized (4) - (4)
Provision for restructuring - - -
------ ----- -----
531 (93) 438
------ ----- -----
Income (loss) before extraordinary
item and provision (benefit) for
income taxes 47 (32) 15
Provision (benefit) for income taxes 9 (6)(d) 3
------ ----- -----
Income (loss) before extraordinary item $ 38 $ (26) $ 12
====== ===== =====
</TABLE>
(See accompanying Notes to Pro Forma Financial Statements)
5
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ORYX ENERGY COMPANY
Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
(Millions of Dollars)
As Pro Forma As
Reported Adjustments Adjusted
-------- ----------- --------
<S> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 14 $ - $ 14
Accounts receivable and other
current assets 185 - 185
Net assets held for sale 128 (128)(e) -
------- ----- -------
Total Current Assets 327 (128) 199
Properties, Plants and Equipment 1,559 (128)(e) 1,431
Deferred Charges and Other Assets 52 - 52
------- ----- -------
Total Assets $ 1,938 $(256) $ 1,682
======= ===== =======
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued
liabilities $ 320 $ 3 (e) $ 323
Obligations to be repaid from
divestment proceeds 270 (270)(f) -
Current portion of long-term debt 140 - 140
------- ----- -------
Total Current Liabilities 730 (267) 463
Long-Term Debt 1,167 (120)(f) 1,047
Deferred Income Taxes 203 5 (e) 208
Deferred Credits and Other Liabilities 159 - 159
Shareholders' Deficit
Capital stock 125 - 125
Additional paid-in capital 1,874 - 1,874
Accumulated deficit (1,161) 126 (g) (1,035)
------- ----- -------
838 126 964
Less common stock in treasury (1,060) - (1,060)
Less loan to ESOP (99) - (99)
------- ----- -------
Shareholders' Deficit (321) 126 (195)
------- ----- -------
Total Liabilities and Shareholders'
Deficit $ 1,938 $(256) $ 1,682
======= ===== =======
</TABLE>
The successful efforts method of accounting is followed.
(See accompanying Notes to Pro Forma Financial Statements)
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NOTES TO ORYX ENERGY COMPANY PRO FORMA CONDENSED FINANCIAL STATEMENTS
(a) The Company disposed of assets which generated $536 million of net cash
proceeds that were used to retire debt. The pro forma information assumes
that the asset dispositions occurred on June 30, 1995 for the pro forma
condensed balance sheet and on January 1, 1994 for the pro forma condensed
statements of income.
(b) Adjustment to eliminate oil and gas revenues, gain on sale of assets and
costs and expenses of properties included in the asset dispositions.
(c) Adjustment to reduce interest and debt expense, at an assumed annual
interest rate of 9.2 percent, which would not have been incurred had the
asset dispositions occurred on January 1, 1994.
(d) Tax effect, at statutory rates for U.S. (35 percent), for U.K. (33 percent)
and actual taxes incurred in Indonesia, of adjustments to historical
pre-tax income.
(e) Adjustment to eliminate balances associated with the assets disposed.
(f) Adjustment to reflect application of divestment proceeds to reduction of
debt.
(g) Adjustment to reflect gain on sale of assets as if the dispositions had
occurred as of the period presented.
7
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Oryx Energy Company
By /s/ Edward W. Moneypenny
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Edward W. Moneypenny
Executive Vice President, Finance
Chief Financial Officer and Director
Date: October 17, 1995
8
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INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
No. Description of Exhibit Page
--- ---------------------- ----
5 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23 Consent of Counsel (included in 5 above)
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[Letterhead of Akin, Gump, Strauss, Hauer & Feld, L.L.P.]
October 17, 1995
Oryx Energy Company
13155 Noel Road
Dallas, Texas 75240-5067
Ladies and Gentlemen:
We are counsel to Oryx Energy Company (the "Company") in connection with
the Company's Registration Statement on Form S-3 (File No. 33-45611) (the
"Registration Statement") filed with Securities and Exchange Commission under
the Securities Act of 1933, as amended, relating to the contemplated issuance
by the Company from time to time of its Debt Securities, Common Stock and
Preferred Stock with an aggregate initial offering price of up to
$500,000,000 (collectively, the "Securities"). The Debt Securities are to be
issued pursuant to a Senior Indenture between the Company and The Bank of New
York, as Trustee (as amended or supplemented, the "Senior Indenture") or a
Subordinated Indenture to be entered into between the Company and Bank of
Montreal Trust Company, as Trustee (as amended or supplemented, the
"Subordinated Indenture").
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as we have deemed necessary or
advisable for the purpose of rendering this opinion.
On the basis of the foregoing we are of the opinion that:
1. When the specific terms of a particular Debt Security have been
duly authorized and established in accordance with the Senior Indenture or
the Subordinated Indenture, as the case may be, and such Debt Security has
been duly authorized and executed authenticated, issued and delivered in
accordance with the Senior Indenture or the Subordinated Indenture, and as
the case may be, against payment therefor in accordance
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[Letterhead of Akin, Gump, Strauss, Hauer & Feld, L.L.P.]
Oryx Energy Company
October 17, 1995
Page 2
with the applicable underwriting or other agreement, such Debt Security
will constitute the valid and binding obligation of the Company,
enforceable in accordance with their respective terms, and will be entitled
to the benefits of the Indenture, except as (A) may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and
(B) rights of acceleration and availability of equitable remedies may be
limited by equitable principles of general applicability.
2. The shares of Common Stock, par value $1.00 per share, of the
Company (the "Common Stock"), and the shares of Preferred Stock, par value
$1.00 per share, of the Company (the "Preferred Stock"), when such shares of
Common Stock or Preferred Stock, as the case may be, have been duly
authorized, issued and delivered against payment therefor in accordance with
the applicable underwriting or other agreement, will be validly issued, fully
paid and non-assessable.
The opinions expressed above relate to Securities to be issued after the
date hereof. In connection with our opinions expressed above, we have assumed
that, at or prior to the time of the delivery of any such Security, the
Subordinated Indenture will have been duly authorized, executed and delivered
by the parties thereto (in the case of Debt Securities to be issued
thereunder), the authorization of the Securities will be applicable to such
Security, will not have been modified or rescinded and there will not have
occurred any change in law affecting the validity or enforceability of such
Security. We have also assumed that none of the terms of any Security to be
established subsequent to the date hereof nor the issuance and delivery of
such Security, nor the compliance by the Company with the terms of such
Security, will violate any applicable law or will result in a violation of
any provision of any instrument or agreement then binding upon the Company,
or any restriction imposed by any court or governmental body having
jurisdiction over the Company.
We do not express any opinion except as to matters involving the law of
the State of New York, the General Corporation Law of the State of Delaware
and the federal laws of the United States of America.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission and to the reference to our name in the Prospectus
relating to the Securities.
Very truly yours,
/s/ Akin, Gump, Strauss, Hauer & Feld, L.L.P.
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AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
