<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM 10-K/A
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934
ORYX ENERGY COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
AMENDMENT NO. 2
The undersigned Registrant hereby amends the following items of its Annual
Report on Form 10-K for the fiscal year ended December 31, 1994, as set forth in
the pages attached hereto:
Part IV. Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
Oryx Energy Company
By: /s/ Edward W. Moneypenny
-------------------------
EDWARD W. MONEYPENNY
EXECUTIVE VICE PRESIDENT, FINANCE AND
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER)
Date: June 23, 1995
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
The Registrant hereby amends Item 14(a) by filing the following exhibit thereto:
99.1 Form 11-K for the fiscal year ended December 31, 1994, of the Oryx
Energy Company Capital Accumulation Plan
<PAGE>
Exhibit 99.1
------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE TRANSITION PERIOD FROM ____________________ TO ____________________
COMMISSION FILE NUMBER 1-10053
A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT
OF THE ISSUER NAMED BELOW:
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS
OF ITS PRINCIPAL EXECUTIVE OFFICE:
ORYX ENERGY COMPANY
13155 NOEL ROAD
DALLAS, TEXAS 75240-5067
<PAGE>
REQUIRED INFORMATION
Page
----
Report of Independent Accountants F-1
Balance Sheet as of December 31, 1994 F-2
Balance Sheet as of December 31, 1993 F-3
Statement of Income and Changes in Plan Equity for the
Year Ended December 31, 1994 F-4
Statement of Income and Changes in Plan Equity for the
Year Ended December 31, 1993 F-5
Statement of Income and Changes in Plan Equity for the
Year Ended December 31, 1992 F-6
Notes to Financial Statements F-7
Schedules
Schedules I, II, and III have been omitted because the required information is
shown in the financial statements or notes thereto.
Exhibits
a. Consent of Independent Accountants
1
<PAGE>
SIGNATURE
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan Administrator has duly caused this annual report to be signed by the
undersigned, thereunto duly authorized.
Oryx Energy Company
Capital Accumulation Plan
By: /s/ Frances G. Heartwell
-------------------------
Frances G. Heartwell
PLAN ADMINISTRATOR
Date: June 23, 1995
2
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator of the Oryx Energy Company
Capital Accumulation Plan:
We have audited the accompanying balance sheets of the Oryx Energy Company
Capital Accumulation Plan as of December 31, 1994 and 1993, and the related
statements of income and changes in plan equity for each of the three years in
the period ended December 31, 1994. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Oryx Energy Company Capital
Accumulation Plan as of December 31, 1994 and 1993, and the results of its
operations for each of the three years in the period ended December 31, 1994 in
conformity with generally accepted accounting principles.
Coopers & Lybrand L.L.P.
Dallas, Texas
June 13, 1995
F-1
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
BALANCE SHEET
DECEMBER 31, 1994
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Vanguard
Vanguard Vanguard Vanguard International Stable
Balanced Vanguard U.S.Growth Explorer Growth Value
ASSETS Index Fund Windsor II Portfolio Fund Portfolio Fund
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Investments, at Market Value
(Notes 1 and 2):
Participation in:
Short-term investment fund (cost
approximates market value) $ - $ - $ - $ - $ - $ -
Registered investment funds
(cost $36,745) 10,957 11,995 2,979 3,316 6,016 -
Capital preservation fund - - - - - 61,316
Oryx Energy Company common
stock fund (861,504 shares;
cost $16,977) - - - - - -
Oryx Energy Company leveraged
ESOP common stock fund
(2,622,512 shares; cost
$100,673) (Note 4) - - - - - -
Participant loans - - - - - -
Cash and Receivables 1 - - - - -
TOTAL ASSETS $ 10,958 $ 11,995 $ 2,979 $ 3,316 $ 6,016 $ 61,316
---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ----------
LIABILITIES AND PLAN EQUITY
Withdrawals and Other Benefits Payable $ 41 $ 34 $ 2 $ 25 $ 5 $ 122
ESOP Note Payable (Note 4) - - - - - -
Plan Equity (Deficit) 10,917 11,961 2,977 3,291 6,011 61,194
---------- ---------- ---------- ---------- ---------- ----------
TOTAL LIABILITIES AND
PLAN EQUITY $ 10,958 $ 11,995 $ 2,979 $ 3,316 $ 6,016 $ 61,316
---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ----------
<CAPTION>
Oryx
Stock LESOP Participant
Fund Fund Loans Total
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Investments, at Market Value
(Notes 1 and 2):
Participation in:
Short-term investment fund (cost
approximates market value) $ - $ - $ 4 $ 4
Registered investment funds
(cost $36,745) - - - 35,263
Capital preservation fund - - - 61,316
Oryx Energy Company common
stock fund (861,504 shares;
cost $16,977) 10,231 - - 10,231
Oryx Energy Company leveraged
ESOP common stock fund
(2,622,512 shares; cost
$100,673) (Note 4) - 31,143 - 31,143
Participant loans - - 5,749 5,749
Cash and Receivables - 10 - 11
TOTAL ASSETS $ 10,231 $ 31,153 $ 5,753 $ 143,717
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
LIABILITIES AND PLAN EQUITY
Withdrawals and Other Benefits Payable $ 72 $ 113 $ - $ 414
ESOP Note Payable (Note 4) - 99,092 - 99,092
Plan Equity (Deficit) 10,159 (68,052) 5,753 44,211
---------- ---------- ---------- ----------
TOTAL LIABILITIES AND
PLAN EQUITY $ 10,231 $ 31,153 $ 5,753 $ 143,717
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
(See Accompanying Notes)
F-2
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
BALANCE SHEET
DECEMBER 31, 1993
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Fund Participant
ASSETS Fund A Fund B Fund C Fund D ESOP Fund L Loans Total
---------- ---------- ---------- ---------- -------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at Market Value (Notes 1 and 2):
Participation in:
Short-term funds (cost approximates
market value) $ 12,300 $ 11,774 $ 11,908 $ 471 $ 2,516 $ 272 $ 115 $ 39,356
Capital preservation fund - - 66,215 - - - - 66,215
Oryx Energy Company common stock fund
(245,764 shares; cost $7,606) - - - 4,240 - - - 4,240
Oryx Energy Company ESOP common stock
fund (779,674 shares; cost $19,081) - - - - 13,450 - - 13,450
Oryx Energy Company leveraged ESOP
common stock fund (2,709,084 shares;
cost $103,991) (Note 4) - - - - - 46,732 - 46,732
Participant loans - - - - - - 4,972 4,972
Cash and Receivables 10 10 95 - 55 - 90 260
Company Contributions Receivable - - - - - 1,657 - 1,657
Interfund Receivable (Payable) 51 11 67 11 (31) - (109) -
--------- --------- --------- --------- -------- --------- --------- ---------
TOTAL ASSETS $ 12,361 $ 11,795 $ 78,285 $ 4,722 $ 15,990 $ 48,661 $ 5,068 $ 176,882
--------- --------- --------- --------- -------- --------- --------- ---------
--------- --------- --------- --------- -------- --------- --------- ---------
LIABILITIES AND PLAN EQUITY
Withdrawals and Other Benefits Payable $ - $ 5 $ 25 $ 8 $ - $ 64 $ - $ 102
Accrued Interest Payable - - - - - 1,405 - 1,405
Other Payables 2 13 - - - - - 15
ESOP Note Payable (Note 4) - - - - - 102,250 - 102,250
Plan Equity (Deficit) 12,359 11,777 78,260 4,714 15,990 (55,058) 5,068 73,110
--------- --------- --------- --------- -------- --------- --------- ---------
TOTAL LIABILITIES AND PLAN EQUITY $ 12,361 $ 11,795 $ 78,285 $ 4,722 $ 15,990 $ 48,661 $ 5,068 $ 176,882
--------- --------- --------- --------- -------- --------- --------- ---------
--------- --------- --------- --------- -------- --------- --------- ---------
</TABLE>
(See Accompanying Notes)
F-3
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR YEAR ENDED DECEMBER 31, 1994
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Vanguard
Vanguard Vanguard Vanguard International
Fund A/ Balanced Vanguard U.S. Growth Explorer Growth
Fund B Index Fund Windsor II Portfolio Fund Portfolio
------------ ------------ ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Additions (Deductions):
Assets transferred in (out) $ (24,136) $ 14,121 $ 12,486 $ 2,947 $ 2,861 $ 4,935
Employee contributions - 566 1,040 300 346 549
Employer contributions - - - - - -
Interfund transfers - (1,424) (66) 96 343 1,252
Dividend income - 446 736 35 177 79
Interest income - - - - - -
Other receipts
(disbursements) - (3) - - - -
Realized gain (loss) on
investments (Note 5) - (126) (27) 8 (11) 21
Unrealized appreciation
(depreciation) of
investments (Note 5) - (512) (822) 74 (131) (91)
Withdrawals and other
benefit payments - (2,150) (1,384) (482) (293) (733)
Interest expense (Note 4) - - - - - -
Administrative expense
(Note 2) - (1) (2) (1) (1) (1)
---------- ---------- ---------- ---------- ---------- ----------
Net Additions (Deductions) (24,136) 10,917 11,961 2,977 3,291 6,011
Plan Equity (Deficit),
January 1, 1994 24,136 - - - - -
---------- ---------- ---------- ---------- ---------- ----------
Plan Equity (Deficit),
December 31, 1994 $ - $ 10,917 $ 11,961 $ 2,977 $ 3,291 $ 6,011
---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ----------
<CAPTION>
Oryx Stock
Stable Fund LESOP
Value Fund (Formerly Fund
(Formerly Funds D (Formerly Participant
Fund C) and ESOP) Fund L) Loans Total
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Additions (Deductions):
Assets transferred in (out) $ (11,530) $ (1,684) $ - $ - $ -
Employee contributions 2,048 171 - - 5,020
Employer contributions - - 11,194 - 11,194
Interfund transfers 257 (983) (324) 849 -
Dividend income - - - - 1,473
Interest income 4,829 2 3 329 5,163
Other receipts
(disbursements) (14) 8 - (20) (29)
Realized gain (loss) on
investments (Note 5) - (3,293) (2,045) - (5,473)
Unrealized appreciation
(depreciation) of
investments (Note 5) - (1,924) (12,271) - (15,677)
Withdrawals and other
benefit payments (12,623) (2,826) (988) (473) (21,952)
Interest expense (Note 4) - - (8,563) - (8,563)
Administrative expense
(Note 2) (33) (16) - - (55)
---------- ---------- ---------- ---------- ----------
Net Additions (Deductions) (17,066) (10,545) (12,994) 685 (28,899)
Plan Equity (Deficit),
January 1, 1994 78,260 20,704 (55,058) 5,068 73,110
---------- ---------- ---------- ---------- ----------
Plan Equity (Deficit),
December 31, 1994 $ 61,194 $ 10,159 $ (68,052) $ 5,753 $ 44,211
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
</TABLE>
(See Accompanying Notes)
F-4
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1993
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Fund Participant
Fund A Fund B Fund C Fund D ESOP Fund L Loans Total
---------- ---------- ---------- ---------- ---------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions (Deductions):
Employee contributions $ 1,094 $ 640 $ 3,007 $ 639 $ - $ - $ - $ 5,380
Employer contributions - - - - - 10,084 - 10,084
Interfund transfers (52) 1,830 (2,177) (578) (806) (342) 2,125 -
Dividend income 337 511 - 112 378 1,090 - 2,428
Interest income - - 6,296 3 24 6 248 6,577
Other receipts - - - 1 2 3 - 6
Realized gain (loss) on investments
(Note 5) 5,116 2,168 - (693) (1,139) (742) - 4,710
Unrealized appreciation (depreciation)
of investments (Note 5) (4,434) (1,300) - 37 (703) (5,604) - (12,004)
Withdrawals and other benefit payments (1,080) (835) (8,335) (323) (2,005) (676) (44) (13,298)
Interest expense (Note 4) - - - - - (8,819) - (8,819)
Administrative expense (Note 2) (16) (51) (74) (13) (15) - - (169)
--------- --------- --------- --------- --------- --------- --------- ---------
Net Additions (Deductions) 965 2,963 (1,283) (815) (4,264) (5,000) 2,329 (5,105)
Plan Equity (Deficit), January 1, 1993 11,394 8,814 79,543 5,529 20,254 (50,058) 2,739 78,215
--------- --------- --------- --------- --------- --------- --------- ---------
Plan Equity (Deficit), December 31, 1993 $ 12,359 $ 11,777 $ 78,260 $ 4,714 $ 15,990 $ (55,058) $ 5,068 $ 73,110
--------- --------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- --------- ---------
</TABLE>
(See Accompanying Notes)
F-5
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1992
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Fund Participant
Fund A Fund B Fund C Fund D ESOP Fund L Loans Total
---------- ---------- ---------- ---------- ---------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions (Deductions):
Employee contributions $ 1,301 $ 605 $ 4,173 $ 1,062 $ - $ - $ - $ 7,141
Employer contributions - - - - - 8,634 - 8,634
Interfund transfers (402) 500 (2,322) 525 (1,040) - 2,739 -
Dividend income 338 526 - 223 981 2,236 - 4,304
Interest income 21 21 7,576 10 33 20 - 7,681
Realized gain (loss) on investments
(Note 5) 1,005 284 - (671) (1,057) (1,533) - (1,972)
Unrealized depreciation of investments
(Note 5) (561) (230) - (916) (6,521) (15,345) - (23,573)
Withdrawals and other benefit payments (3,427) (2,184) (28,102) (1,414) (8,085) (1,895) - (45,107)
Interest expense (Note 4) - - - - - (9,060) - (9,060)
Administrative expense (Note 2) (14) (42) (97) (10) (18) - - (181)
--------- --------- --------- --------- --------- --------- --------- ---------
Net Additions (Deductions) (1,739) (520) (18,772) (1,191) (15,707) (16,943) 2,739 (52,133)
Plan Equity (Deficit), January 1, 1992 13,133 9,334 98,315 6,720 35,961 (33,115) - 130,348
--------- --------- --------- --------- --------- --------- --------- ---------
Plan Equity (Deficit), December 31, 1992 $ 11,394 $ 8,814 $ 79,543 $ 5,529 $ 20,254 $ (50,058) $ 2,739 $ 78,215
--------- --------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- --------- ---------
</TABLE>
(See Accompanying Notes)
F-6
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS
1. GENERAL DESCRIPTION:
The Oryx Energy Company Capital Accumulation Plan (Plan) is a combined
stock bonus and employee stock ownership plan (ESOP) sponsored by Oryx
Energy Company (Oryx Energy or Company) and became effective on November 1,
1988. The Plan provides an individual account for each participant. Amounts
disbursed to participants or conversions between funds are based solely
upon amounts contributed to each participant's account adjusted to reflect
any withdrawals and distributions, investment earnings attributable to such
fund balances and appreciation or depreciation of the market value of the
fund.
This summary of information about the Plan is qualified in its entirety by
reference to the provisions of the Plan, as amended.
Employee Contributions
In general, an employee may instruct the employer to contribute to the Plan
up to five percent, in whole percentages, of base pay (Earnings) on either
a pre-tax basis or post-tax basis. Earnings exclude such payments as
bonuses, overtime and premium payments. An employee may also elect to make
additional contributions of up to 10 percent of Earnings. The additional
contributions may be on either a pre-tax basis, post-tax basis or any
combination thereof. An employee who cannot make pre-tax contributions of
five percent of Earnings due to certain limitations imposed by the Internal
Revenue Code of 1986, as amended (Code), as described in Note 3, can
nonetheless make post-tax contributions up to the limits imposed by the
Plan, subject to the additional Code limitations described in Note 3.
Employer Contributions
The first five percent of employee contributions are matched by the Company
at 110 percent up to the first $50 thousand of employee Earnings and at 100
percent thereafter (Employer Contributions). From time to time, the
Company also contributes additional amounts when necessary to meet the loan
repayment requirements on the ESOP Notes described in Note 4.
Vesting Rights
Participants are immediately 100 percent vested in their account balances
derived from Company contributions, employee contributions and any amounts
rolled-over to the Plan from another eligible retirement plan.
Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
F-7
<PAGE>
Participant Investment Programs
Employee contributions and certain employer contributions are invested by
the trustee as directed by participants. Participants make investment
elections to have their contributions invested in any combination of the
seven funds listed below in increments of one percent. In addition,
participants may convert past investments into any of the seven funds by
making fund transfers. These fund conversions may be made in one percent
increments. A portion of each fund is maintained in short-term investments
for administration of the fund. Effective January 1, 1994, Vanguard
Fiduciary Trust Company (Vanguard) replaced Bankers Trust Company as the
trustee for investment activity. In connection with this change, Funds A
and B were replaced by five mutual funds offered by Vanguard. Funds C, D,
ESOP and L remained essentially unchanged, but were renamed. Additionally,
Fund D and Fund ESOP were merged into the Oryx Stock Fund.
As of January 1, 1994, participants had the option of investing their
contributions in any of the following funds:
VANGUARD BALANCED INDEX FUND: Employs two investment strategies--balancing
and indexing--in seeking to provide both current income and the potential
for capital growth. The fund attempts to replicate, with respect to 60
percent of its net assets, the performance of the Wilshire 5000 Index, a
broad-based barometer of the U.S. stock market. With respect to the
remaining 40 percent of its net assets, the fund attempts to replicate the
performance of the Lehman Brothers Aggregate Bond Index, a recognized
benchmark of the U. S. bond market.
VANGUARD WINDSOR II: Pursues a growth and income strategy that emphasizes
stocks with price-earnings ratios lower than the market and dividend yields
higher than the market. The fund's advisors employ both fundamental and
quantitative analysis to identify stocks for purchase.
VANGUARD U.S. GROWTH PORTFOLIO: Invests in stocks of seasoned companies
based in the U.S. The portfolio emphasizes growth companies with strong
market positions, reasonable financial strength and relatively low
sensitivity to changing economic conditions.
VANGUARD EXPLORER FUND: Invests in the stock of small or unseasoned
companies--generally with a market value between $75 million and $200
million--that are deemed to offer favorable prospects for growth.
VANGUARD INTERNATIONAL GROWTH PORTFOLIO: Invests in non-U.S. equity
securities selected for long-term capital appreciation potential. The
portfolio tends to be widely diversified geographically, with assets
invested in as many as thirty foreign stock markets.
STABLE VALUE FUND: Seeks to provide relatively stable returns, current
income, and preservation of principal by investing in high credit-quality
instruments. The fund holds investment contracts issued by insurance
companies, investment contracts backed by U.S. Government obligations
and high credit-quality corporate bonds (including mutual funds that invest
in such obligations).
F-8
<PAGE>
Identified below are the companies that have entered into agreements as of
December 31, 1994:
<TABLE>
<CAPTION>
Effective Percent of
Annual Investment
Interest Rate Fund Value at Last
(Net of December 31, Maturity
Company Expenses) 1994 Date
------- ------------- ------------- ----------
<S> <C> <C> <C>
Allstate Life Insurance Company 8.90 % 7 12/10/96
American International Life Assurance Company of New York 5.36 % 14 07/31/98
Bankers Trust Company - FNMA 5.46 % 3 *
Hartford Life Insurance Company 9.15 % 5 10/14/95
Hartford Life Insurance Company 6.60 % 10 12/01/97
Metropolitan Life Insurance Company 9.25 % 7 05/31/95
New York Life Insurance Company 8.40 % 3 07/15/96
New York Life Insurance Company 7.92 % 5 03/31/98
Northwestern National Life Insurance Company 8.85 % 7 08/15/95
Principal Mutual Life Insurance Company 9.12 % 6 01/03/95
The Canada Life Assurance Company 9.32 % 3 01/16/96
The Equitable Life Assurance Society of the United States 9.00 % 5 11/30/95
The Prudential Insurance Company of America 9.42 % 7 08/15/97
The Travelers Insurance Companies 9.66 % 4 02/28/95
The Travelers Insurance Companies 8.75 % 5 03/15/96
The Travelers Insurance Companies 8.60 % 4 09/16/96
<FN>
* The average weighted maturity of the contract is 2.5 years. The contract
makes monthly interest payments and beginning June 1996 will pay out
principal in 17 equal monthly installments.
</TABLE>
ORYX STOCK FUND: Invests in Oryx Energy Company common stock, par value $1
per share (Oryx Common Stock). Cash contributions directed for investment
in this fund are used by Vanguard, as trustee, to purchase Oryx Common
Stock on securities exchanges and from Oryx Energy, individual
stockholders, the trustee of the Oryx Energy Company Retirement Plan or any
other bona fide offeror of such Oryx Common Stock, at the lowest price
obtainable at the time.
Prior to January 1, 1994, participants had the option of investing their
contributions in any of the following funds:
FUND A: THE DIVERSIFIED STOCK FUND: A fund invested by investment
managers primarily in a broadly diversified portfolio consisting of common
stock, preferred stock, other types of equity investments and/or an index
fund. The fund did not invest in any Oryx Energy securities except that an
index fund may have contained Oryx Energy securities. The equity securities
in Fund A were invested in an index fund maintained and managed by Wells
Fargo Nikko Investment Advisors which was designed to provide investment
results similar to the Standards & Poor's Composite Index of 500 Stocks.
FUND B: THE DIVERSIFIED INVESTMENT FUND: A fund invested by investment
managers primarily in an asset allocation fund consisting of a combination
of equity investments (diversified common and preferred stocks, other types
of equity investments and/or an index fund) and fixed income securities.
The investment managers increased or decreased these asset classes at their
sole discretion based upon expected return and risk assumptions for the
available investment alternatives. The fund did not invest in any Oryx
Energy securities except that an index fund may have contained Oryx Energy
securities. The Diversified Investment Fund was managed by Wells Fargo
Nikko Investment Advisors.
FUND C: THE CAPITAL PRESERVATION FUND: A fund primarily invested in
contracts issued by insurance companies or banks and obligations of U.S.
Government agencies that provide a stated rate of return for a
F-9
<PAGE>
fixed period of time. The interest credited to participants' accounts was a
blended rate based on a weighted average of all the contracts owned by the
fund. Bankers Trust Company was the trustee of Fund C and held the
investment contracts. Certus Financial Corporation served as an
advisor/manager in selecting investments for this fund through June 30,
1993, when Vanguard Fiduciary Trust Company (Vanguard) assumed this
responsibility.
FUND D: THE ORYX ENERGY COMPANY COMMON STOCK FUND: A fund invested in
Oryx Common Stock. Cash contributions directed for investment in this fund
were used by Bankers Trust, as trustee, to purchase Oryx Common Stock on
securities exchanges and from Oryx Energy, individual stockholders, the
trustee of the Oryx Energy Company Retirement Plan or any other bona fide
offeror of such Oryx Common Stock, at the lowest price obtainable at the
time.
Investment of Employer Contributions
Effective August 1, 1989, all Employer Contributions are invested in LESOP
Fund (formerly Fund L), a fund primarily invested in Oryx Common Stock and
held in trust by State Street Bank and Trust Company. Employer
Contributions are made in such amounts as are necessary to fund quarterly
loan payments on the ESOP Notes described in Note 4. These Employer
Contributions, along with any dividends paid on the shares acquired with
the loan proceeds, are used by the Plan to repay the principal and interest
on the original $110 million ESOP loan. As loan payments are made, shares
held in the unallocated account are released and allocated (or credited) to
individual employee accounts. The number of shares released after each loan
payment is based on the ratio of the current loan payment to the sum of all
future loan payments. The shares released are allocated proportionally to
individual employee accounts based on the amount of each employee's
Employer Contribution relative to total Employer Contributions.
Participants also receive an allocation of shares representing any
dividends due on shares held in their accounts.
Investment of Fund Earnings
Generally, earnings from dividends and interest on each of the funds are
retained by the trustee and reinvested in the same fund. Participants may
elect to receive any dividends on certain Oryx Common Stock held in the
Oryx Stock Fund from Employer Contributions made prior to August 1, 1989.
Participant Loans
Effective November 1, 1992, participants may obtain loans from their
account balances in any of the Vanguard Funds and/or the Oryx Stock Fund of
the Plan. Participant loans are administered in accordance with the
provisions of Code Section 72(p) and Department of Labor (DOL) Regulation
Section 2550.408b-1. The loan amount may be up to 50 percent of a
participant's available balance, subject to a maximum of $50 thousand. The
loan bears interest based on the prime rate in effect on the first day of
the month in which the loan is applied for plus one percent. Personal loans
may have a term of up to five years and residential loans up to 15 years.
Both the principal and interest portions of loan repayments are reinvested
in the participant's accounts in accordance with his current investment
elections. Defaults on loan repayments are treated as distributions.
F-10
<PAGE>
Investment Program Participants
There were 1,654; 1,923; and 2,093 participants at December 31, 1994, 1993
and 1992, respectively, who participated in one or more of the funds.
Participant accounts in each of the funds at December 31 were as follows:
<TABLE>
<CAPTION>
1994
------
<S> <C>
Oryx Stock Fund 1,176
LESOP Fund 1,247
Explorer Fund 469
International Growth Portfolio 684
U.S. Growth Portfolio 441
Windsor II 809
Balanced Index Fund 772
Stable Value Fund 1,277
<CAPTION>
1993 1992
------ ------
<S> <C> <C>
Fund A 759 802
Fund B 652 615
Fund C 1,599 1,747
Fund D 620 688
Fund ESOP 1,709 1,901
Fund L 1,555 1,764
</TABLE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The Plan utilizes the accrual basis of accounting and has a fiscal year end
of December 31.
Investments
The valuation of the Plan's investments in all funds is based on the market
value of the assets held in the funds. The Plan's relative interest in the
investment funds underlying the Vanguard Funds is determined on a
unit-method basis. The valuation of the Vanguard Funds is based on the
closing market price of the assets which comprise the funds on the last
business day of the plan year. Investments in the Stable Value Fund are
carried at contract value (which equals original cost plus accrued interest
less any distributions). The valuation of common stock in the Oryx Stock
Fund and the LESOP Fund is based on the closing market price as reported on
the New York Stock Exchange on the last business day of the plan year.
Purchases and sales of securities are reflected on the trade-date basis.
Dividend income is recognized on the ex-dividend date.
Gains and losses on disposition of assets are determined using historical
average cost. The DOL requires realized and unrealized gains and losses to
be determined using the asset value at the beginning of the plan year
(referred to as the "current value method") rather than the historical cost
basis. Accordingly, net loss on sale of assets and unrealized depreciation
of assets as reported on the Form 5500 Annual Return/Report of Employee
Benefit Plan of $1,382 thousand and $19,768 thousand, respectively, are
different than those reported on the Statements of Income and Changes in
Plan Equity, of $5,473 thousand and $15,677 thousand, respectively.
F-11
<PAGE>
Financial Instruments
Statement of Financial Accounting Standards No. 107, "Disclosures about
Fair Value of Financial Instruments," requires disclosures about fair value
for all financial instruments in the Plan. All instruments, other than the
investment contracts in the Stable Value Fund, are reported at fair value
and require no additional disclosure. The fair value of investment
contracts as of December 31, 1994 is approximately $60,130 thousand. Fair
value was determined using a discounted cash flow analysis assuming market
rates for similar contracts. However, the fair value disclosed is not that
which would be realized due to restrictions on early redemption or sale of
the contracts. The value of the ESOP note cannot be estimated because it is
a special purpose loan made on non-standard terms which would have no value
if transferred or exchanged. Participant loans are carried at original loan
amounts less principal reductions. Such loan amounts approximate fair
value.
Administrative Expenses
All expenses related to the purchase and sale of securities are paid out of
the respective assets of such funds. All administrative expenses related to
the LESOP Fund are paid by the Company. All other expenses (other than
those paid by the Company) incurred in administering the Plan are generally
charged, pro rata, to each of the respective funds.
3. CERTAIN FEDERAL TAX MATTERS:
Tax Status of the Plan
The Internal Revenue Service (IRS) has issued a favorable determination
letter stating that the Plan constitutes a qualified plan under
Sections 401(a), 401(k) and 501(a) of the Code, and that the Plan qualifies
as an ESOP under Section 4975(e)(7). As such, the assets and investment
gains of the Plan are exempt from federal income tax under Section 501(a)
of the Code. The Company is entitled to a current deduction on its
consolidated federal income tax return for its contributions to the Plan on
behalf of employees.
Limits on Employee Contributions
The IRS imposed limitation on employee pre-tax contributions is $9,240 for
1994 and is subject to upward adjustment for any increases in the cost of
living as determined under IRS regulations. The pre-tax contributions, the
combined post-tax contributions and Employer Contributions allocated to
participants who come within the classification of HCEs as defined in the
Code may not exceed certain technical limits under Sections 401(k) and
401(m) of the Code. Generally, the allowable percentage of such
contributions for the HCEs is dependent upon the percentage of
contributions made by all other employees. These limitations may have the
effect of reducing the level of contributions initially selected by HCEs.
Total Company and employee contributions may also be limited by Section 415
of the Code.
F-12
<PAGE>
Tax Effects Upon Participants
The Federal income tax consequences analysis which follows includes
relevant provisions of the Tax Reform Act of 1986. Under existing income
tax law, qualification of the Plan has the following federal income tax
consequences, in general:
(a) A participant will not be subject to tax on Employer Contributions,
pre-tax contributions or additional employer contributions contributed
to the Plan for his benefit, or earnings thereon, until such time as
such amounts are distributed to him. Pre-tax contributions are subject
to Social Security tax and are included as earnings to determine the
participant's Social Security benefit. Pre-tax contributions are also
used to determine the participant's benefit under any qualified
retirement plans sponsored by the Company.
(b) Lump sum distributions of Employer Contributions, pre-tax
contributions, including earnings thereon, and earnings on post-tax
contributions (exclusive of any net unrealized appreciation described
below) consisting of cash or Oryx Common Stock, upon a participant's
retirement, death, termination of employment or the occurrence of one
of several other qualifying events will be subject to income tax and
possibly the additional 10 percent federal tax described in
paragraph (c). Certain large distributions may be partially subject to
an additional federal tax. Distributions may be eligible for ten-year
or five-year forward averaging and/or limited capital gains treatment
on pre-1974 contributions, which could significantly reduce the tax on
the distributions. Unless otherwise elected, net realized appreciation
on Oryx Common Stock distributed as part of a lump sum distribution
will not be taxed upon distribution, but will be taxable when the
recipient subsequently disposes of the Oryx Common Stock. A lump sum
distribution or a portion thereof, excluding post-tax contributions,
may be rolled over into an eligible retirement plan (including
individual retirement plans), thereby deferring taxation on the
portion rolled over until distribution from the eligible retirement
plan. At such time, the distribution will be taxed at ordinary income
tax rates if it is from an individual retirement plan, or possibly, in
accordance with the special tax provisions discussed above if it is
from an eligible retirement plan other than an individual retirement
plan.
If any portion of a payment to a participant is an eligible rollover
distribution, the Plan is required by law to withhold 20 percent of
that amount and remit it to the IRS as income tax withholding. The
mandatory 20 percent withholding may be avoided if the eligible
rollover distribution is paid directly from the Plan to an individual
retirement plan or another eligible retirement plan.
(c) In-service Plan asset (cash or Oryx Common Stock) withdrawals of
pre-1987 post-tax contributions are not subject to income tax.
Withdrawals of post-1986 post-tax contributions will be deemed to be
withdrawals of both post-1986 post-tax contributions and earnings
thereon with the latter subject to income tax. Such in-service
withdrawals of Employer Contributions and other employer
contributions, including earnings thereon and earnings on post-tax
contributions, will also be subject to income tax when withdrawn.
Taxable amounts will be taxed at ordinary income tax rates. In
addition, with limited exceptions, taxable withdrawals will be subject
to an additional 10 percent federal tax if received before age 59-1/2,
death, early retirement before age 55 or disability. Certain large
distributions may be partially subject to an additional federal tax.
Unless the participant elects otherwise, net unrealized appreciation
will be subsequently taxed as described in paragraph (b).
F-13
<PAGE>
Oryx Stock Fund dividend distributions paid to participants, if any,
in accordance with Code Section 404(k) are subject to income tax at
ordinary income tax rates but are not subject to the additional 10
percent federal tax. Pre-tax contributions, or earnings thereon,
cannot be withdrawn until retirement, death, termination of employment
or the occurrence of one of several other qualifying events.
(d) If a distribution consists of an annuity, the annuity generally will
not be taxable at the time of distribution, but amounts received under
such annuity will be taxed at ordinary income tax rates when received
to the extent such amounts are not deemed to be a return of the
participant's own post-tax contributions. If one of the exceptions
described in paragraph (c) does not apply and generally if the
payments are not substantially equal, the taxable amounts would also
be subject to the additional 10 percent federal tax. If the annuity
forms part of a lump sum distribution, it will affect the tax payable
on the distribution.
4. ESOP NOTES:
On August 1, 1989, the Company borrowed $110 million by privately placing
ESOP Notes. The ESOP Notes had original maturities ranging from 15 to 20
years and original interest rates ranging from 8.43% to 8.78%. Under the
loan agreements, these interest rates were tied to the corporate tax rate.
Effective January 1, 1993, the Revenue Reconciliation Act of 1993 increased
the corporate tax rate from 34% to 35%, thus changing the interest rates on
the ESOP Notes to range from 8.35% to 8.70%. The Company made an inside
loan to the Plan equal to the proceeds from the issuance of the ESOP Notes
for the purpose of acquiring Oryx Common Stock. The terms of the inside
loan were substantially similar to the terms of the ESOP notes of the
Company. In December 1989, the Plan completed the purchase of 2,864,805
shares at an average price of $38.40. This Oryx Common Stock is held by the
Plan (LESOP Fund) in an unallocated suspense account. Employer
Contributions have been made to the Plan to fund quarterly loan repayments
on the inside loan. Shares are released from the suspense account as the
loan is repaid and are allocated to eligible participants. No participant
contributions will be required or permitted in paying off the loan. During
1994, Standard & Poor's downgraded the Company's debt rating. Subsequently,
the holders of the ESOP Notes exercised their rights to require the Company
to repay the notes in full at par (plus a make whole premium).
The Company has requested a private letter ruling from the IRS regarding
the status of the inside note and payments on this note have been suspended
in 1995 pending the ruling. At December 31, 1994 and 1993, there were
2,139,233 and 2,298,974 shares of Oryx Common Stock with a market value of
$25,403,393 and $39,657,306 held in the unallocated suspense account. LESOP
Fund interest and any dividend income are used for debt service.
Interest expense incurred by the Plan on debt with the Company was
$8,563,522, $8,819,343 and $9,059,545 in 1994, 1993 and 1992.
F-14
<PAGE>
5. SUPPLEMENTAL FUND INFORMATION:
Realized Gain (Loss) on Investments
The realized gain (loss) on investments for each of the three years in the
period ended December 31, 1994, were as follows:
<TABLE>
<CAPTION>
1994
-------------------------------------------
Average Net Realized
Fund Proceeds Cost Gain (Loss)
-------------------------------- ----------- -------------- --------------
(Thousands of Dollars)
<S> <C> <C> <C>
Oryx Stock Fund $ 8,533 $ 11,826 $ (3,293)
LESOP Fund 7,407 9,452 (2,045)
Explorer Fund 899 910 (11)
International Growth Portfolio 1,684 1,663 21
U.S. Growth Portfolio 994 986 8
Windsor II 3,121 3,148 (27)
Balanced Index Fund 4,370 4,496 (126)
-----------
Total realized loss $ (5,473)
-----------
-----------
<CAPTION>
1993 1992
----------------------------------- -----------------------------------
Average Net Realized Average Net Realized
Fund Proceeds Cost Gain (Loss) Proceeds Cost Gain (Loss)
----------------- ---------- --------- ------------ ---------- --------- ------------
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C> <C>
A $ 12,585 $ 7,469 $ 5,116 $ 2,600 $ 1,595 $ 1,005
B 11,158 8,990 2,168 2,099 1,815 284
D 1,151 1,844 (693) 1,031 1,702 (671)
ESOP 4,969 6,108 (1,139) 8,843 9,900 (1,057)
L 959 1,701 (742) 1,978 3,511 (1,533)
---------- ----------
Total realized gain (loss) $ 4,710 $ (1,972)
---------- ----------
---------- ----------
</TABLE>
Unrealized Depreciation of Investments
The changes in unrealized depreciation of investments for each of the three
years in the period ended December 31, 1994, were as follows:
<TABLE>
<CAPTION>
1994 1993 1992
------------ ------------ ------------
(Thousands of Dollars)
<S> <C> <C> <C>
Beginning of Year $ (66,258) $ (54,254) $ (30,681)
Unrealized Depreciation for Year (15,677) (12,004) (23,573)
------------ ------------ ------------
End of Year $ (81,935) $ (66,258) $ (54,254)
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
F-15
<PAGE>
Net Asset Value Per Unit
The net asset value for mutual fund investments at December 31, 1994 were
as follows:
<TABLE>
<CAPTION>
Net Asset
Fund Units Value Per Unit
-------------------------------- ------------- --------------
<S> <C> <C>
Explorer Fund 77,368 $ 42.86
International Growth Portfolio 447,958 13.43
U.S. Growth Portfolio 194,360 15.33
Windsor II 758,190 15.82
Balanced Index Fund 1,059,617 10.34
</TABLE>
6. PLAN AMENDMENTS:
Effective February 1, 1994, the Plan Administrator may limit the number of
LESOP Fund shares allocated to Highly Compensated Employees (HCEs), so that
no more than one-third of all such allocated shares are allocated to HCEs.
This provision is designed to alleviate the contribution limitations
imposed by Code Section 415 associated with the ESOP Note described in Note
4, and to allow employees to contribute more to the Plan than would
otherwise be permitted under Code Section 415.
Effective January 1, 1994, the PAYSOP subaccounts portion of the Plan
(included under old Fund ESOP) no longer qualifies under Code Section 409
and PAYSOP subaccounts were either distributed to participants, at their
option, or remained in the Plan and were merged into the assets of Fund D
and renamed the Oryx Stock Fund.
Effective January 1, 1995, each Plan year the employer shall make a
contribution to the Plan. Employer Contributions may be made in cash or in
the form of shares of Company stock. Company contributions shall be made to
enable the Plan to meet its obligations under the inside loans only if so
designated by the Compensation Committee.
F-16
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- -------
a Consent of Independent Accountants
<PAGE>
Exhibit a
---------
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
the Oryx Energy Company Capital Accumulation Plan on Form S-8 (Registration
No. 33-24918) of our report dated June 13, 1995 included in this Form 10-K/A, on
our audits of the financial statements of the Oryx Energy Company Capital
Accumulation Plan as of December 31, 1994 and 1993, and for each of the three
years in the period ended December 31, 1994.
Coopers & Lybrand L.L.P.
Dallas, Texas
June 13, 1995
