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)
AUGUST 2, 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)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On July 18, 1995, Oryx Energy Company (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 $76 million; the sale of the
Indonesian assets occurred effective May 18, 1995 for cash
proceeds of $67 million; and, the sale of the Gabon 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:
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
December 31, 1994.
Pro Forma Condensed Consolidated Balance Sheet as of
June 30, 1995.
Notes to Pro Forma Condensed Financial Statements
<PAGE>
INTRODUCTION
In January 1995, the Company announced plans to reduce debt by
$400 million by year-end 1995 primarily though 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 $415 million, all of which have been
applied to reduce the Company's 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.
<PAGE>
ORYX ENERGY COMPANY
Pro Forma Condensed Consolidated Statement of Income
For The Year Ended December 31, 1994
(Unaudited)
(Millions of Dollars)
As Pro Forma As
Reported Adjustments Adjusted
-------- ----------- --------
REVENUES
Oil and gas $1,082 $ (159)(b) $ 923
Other-net (10) - (10)
------- ------- -------
1,072 (159) 913
------- ------- -------
COSTS AND EXPENSES
Operating costs 374 (47)(b) 327
Production taxes 112 (40)(b) 72
Exploration costs 104 (17)(b) 87
Depreciation, depletion and
amortization 271 (30)(b) 241
General and administrative
expense 68 - 68
Interest and debt expense 162 (38)(c) 124
Interest capitalized (11) - (11)
Provision for restructuring 92 - 92
------- ------- -------
1,172 (172) 1,000
------- ------- -------
Income (loss) before
extraordinary item,
cumulative effect of
accounting change and
provision (benefit) for
income taxes (100) 13 (87)
Provision (benefit) for
income taxes (35) 1 (d) (34)
------- ------- -------
Income (loss) before
extraordinary item and
cumulative effect of
accounting change $ (65) $ 12 $ (53)
======= ======= =======
(See accompanying Notes to Pro Forma Financial Statements)
<PAGE>
ORYX ENERGY COMPANY
Pro Forma Condensed Consolidated Statement of Income
For The Six Months Ended June 30, 1995
(Unaudited)
(Millions of Dollars)
As Pro Forma As
Reported Adjustments Adjusted
-------- ----------- --------
REVENUES
Oil and gas $ 571 $ (76)(b) $ 495
Other-net 7 (19)(b) (12)
------- ------- -------
578 (95) 483
------- ------- -------
COSTS AND EXPENSES
Operating costs 182 (18)(b) 164
Production taxes 68 (17)(b) 51
Exploration costs 26 (1)(b) 25
Depreciation, depletion
and amortization 146 (12)(b) 134
General and administrative
expense 34 - 34
Interest and debt expense 79 (19)(c) 60
Interest capitalized (4) - (4)
Provision for restructuring - - -
------- ------- -------
531 (67) 464
------- ------- -------
Income (loss) before
extraordinary item and
provision (benefit) for
income taxes 47 (28) 19
Provision (benefit) for
income taxes 9 (6)(d) 3
------- ------- -------
Income (loss) before
extraordinary item $ 38 $ (22) $ 16
======= ======= =======
(See accompanying Notes to Pro Forma Financial Statements)
<PAGE>
ORYX ENERGY COMPANY
Pro Forma Condensed Consolidated Balance Sheet
As of December 31, 1994
(Unaudited)
(Millions of Dollars)
As Pro Forma As
Reported Adjustments Adjusted
-------- ----------- --------
ASSETS
Current Assets
Cash and cash
equivalents $ 10 $ 1 (e) $ 11
Accounts receivable and
other current assets 185 - 185
-------- ------- --------
Total Current Assets 195 1 196
Properties, Plants and
Equipment 1,840 (262)(e) 1,578
Deferred Charges and
Other Assets 72 - 72
-------- ------- --------
Total Assets $ 2,107 $ (261) $ 1,846
======== ======= ========
LIABILITIES AND
SHAREHOLDERS' DEFICIT
Current Liabilities
Accounts payable and
accrued liabilities $ 367 $ 26 (e) $ 393
Current portion of
long-term debt 165 - 165
-------- ------- --------
Total Current Liabilities 532 26 558
Long-Term Debt 1,546 (415)(f) 1,131
Deferred Income Taxes 221 20 (e) 241
Deferred Credits and Other
Liabilities 155 - 155
Shareholders' Deficit
Capital stock 129 - 129
Additional paid-in capital 2,098 - 2,098
Accumulated deficit (1,181) 108 (e) (1,073)
-------- ------- --------
1,046 108 1,154
Less common stock in
treasury (1,294) - (1,294)
Less loan to ESOP (99) - (99)
-------- ------- --------
Shareholders' Deficit (347) 108 (239)
-------- ------- --------
Total Liabilities and
Shareholders' Deficit $ 2,107 $ (261) $ 1,846
======== ======= ========
The successful efforts method of accounting is followed.
(See accompanying Notes to Pro Forma Financial Statements)
<PAGE>
ORYX ENERGY COMPANY
Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 1995
(Unaudited)
(Millions of Dollars)
As Pro Forma As
Reported Adjustments Adjusted
-------- ----------- --------
ASSETS
Current Assets
Cash and cash
equivalents $ 14 $ 1 (e) $ 15
Accounts receivable and
other current assets 185 - 185
Net assets held for sale 128 (128)(e) -
-------- ------- --------
Total Current Assets 327 (127) 200
Properties, Plants and
Equipment 1,559 (134)(e) 1,425
Deferred Charges and
Other Assets 52 - 52
-------- ------- --------
Total Assets $ 1,938 $ (261) $ 1,677
======== ======= ========
LIABILITIES AND
SHAREHOLDERS' DEFICIT
Current Liabilities
Accounts payable and
accrued liabilities $ 320 $ 26 (e) $ 346
Obligations to be repaid
from divestment proceeds 270 (270)(f) -
Current portion of
long-term debt 140 - 140
-------- ------- --------
Total Current Liabilities 730 (244) 486
Long-Term Debt 1,167 (145)(f) 1,022
Deferred Income Taxes 203 20 (e) 223
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) 108 (e) (1,053)
-------- ------- --------
838 108 946
Less common stock in
treasury (1,060) - (1,060)
Less loan to ESOP (99) - (99)
-------- ------- --------
Shareholders' Deficit (321) 108 (213)
-------- ------- --------
Total Liabilities and
Shareholders' Deficit $ 1,938 $ (261) $ 1,677
======== ======= ========
The successful efforts method of accounting is followed.
(See accompanying Notes to Pro Forma Financial Statements)
<PAGE>
NOTES TO ORYX ENERGY COMPANY PRO FORMA CONDENSED FINANCIAL
STATEMENTS
(a) The Company disposed of assets which generated $415 million
of net cash proceeds that were used to retire debt. The pro
forma information assumes that the asset dispositions occurred on
December 31, 1994 and June 30, 1995 for the pro forma condensed
balance sheets 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.
<PAGE>
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/Robert L. Thompson
-----------------------
Robert L. Thompson
Comptroller and Corporate Planning Director
Date: August 2, 1995
