<PAGE>
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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. 1
The undersigned Registrant hereby amends the following items of its Annual
Report on Form 10-K for the fiscal year ended December 31, 1995, 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. MONEYPENNEY
-------------------------------------
Edward W. Moneypenny
Executive Vice President, Finance and
Chief Financial Officer
(Principal Financial Officer)
Date: May 31, 1996
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<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, 1995, of the
Oryx Energy Company Capital Accumulation Plan
<PAGE>
Exhibit 99.1
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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, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ---------------- to -----------------
Commission File No. 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, TX 75240-5067
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<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: May 31, 1996
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Accountants F-1
Balance Sheet as of December 31, 1995 F-2
Balance Sheet as of December 31, 1994 F-3
Statement of Income and Changes in Plan Equity for the Year Ended December 31, 1995 F-4
Statement of Income and Changes in Plan Equity for the Year Ended December 31, 1994 F-5
Statement of Income and Changes in Plan Equity for the Year Ended December 31, 1993 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
</TABLE>
<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, 1995 and 1994, and the related
statements of income and changes in plan equity for each of the three years
in the period ended December 31, 1995. 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, 1995 and 1994, and the results
of its operations for each of the three years in the period ended December 31,
1995 in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Dallas, Texas
May 31, 1996
F-1
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
BALANCE SHEET
DECEMBER 31, 1995
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
----------------------------------------------------------------------------------------
VANGUARD VANGUARD
VANGUARD U.S. VANGUARD INTERNATIONAL STABLE ORYX
BALANCED VANGUARD GROWTH EXPLORER GROWTH VALUE PARTICIPANT STOCK
ASSETS INDEX FUND WINDSOR II PORTFOLIO FUND PORTFOLIO FUND LOANS FUND
---------- ---------- --------- -------- ------------- ------ ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at Market Value
(Notes 1 and 2):
Participation in:
Short-term investment fund (cost
approximates market value) $ - $ - $ - $ - $ - $ - $ 4 $ -
Registered investment funds
(cost $41,910) 13,284 18,239 5,989 4,968 5,347 - - -
Capital preservation fund (cost $57,533) - - - - - 57,533 - -
Oryx Energy Company common
stock fund, participant directed
(758,412 shares; cost $13,464) - - - - - - - 10,144
Oryx Energy Company common
stock fund, non-participant directed
(213,251 shares; cost $2,688) - - - - - - - -
Oryx Energy Company leveraged
ESOP common stock fund
(2,516,789 shares; cost
$96,408) (Note 4) - - - - - - - -
Participant loans - - - - - - 5,402 -
Cash and receivables - - - - - 27 - -
------- ------- ------- ------ ------ ------- ------ -------
TOTAL ASSETS $13,284 $18,239 $ 5,989 $4,968 $5,347 $57,560 $5,406 $10,144
------- ------- ------- ------ ------ ------- ------ -------
------- ------- ------- ------ ------ ------- ------ -------
LIABILITIES AND PLAN EQUITY
Withdrawals and Other Benefits Payable $ 276 $ 430 $ 35 $ 84 $ 130 $ 1,108 $ - $ 153
ESOP Note Payable (Note 4) - - - - - - - -
Plan Equity (Deficit) 13,008 17,809 5,954 4,884 5,217 56,452 5,406 9,991
------- ------- ------- ------ ------ ------- ------ -------
TOTAL LIABILITIES AND PLAN EQUITY $13,284 $18,239 $ 5,989 $4,968 $5,347 $57,560 $5,406 $10,144
------- ------- ------- ------ ------ ------- ------ -------
------- ------- ------- ------ ------ ------- ------ -------
</TABLE>
<TABLE>
<CAPTION>
NON-PARTICIPANT
DIRECTED
-----------------
ORYX
STOCK LESOP
ASSETS FUND FUND TOTAL
------- -------- --------
<S> <C> <C> <C>
Investments, at Market Value
(Notes 1 and 2):
Participation in:
Short-term investment fund (cost
approximates market value) $ - $ - $ 4
Registered investment funds
(cost $41,910) - - 47,827
Capital preservation fund (cost $57,533) - - 57,533
Oryx Energy Company common
stock fund, participant directed
(758,412 shares; cost $13,464) - - 10,144
Oryx Energy Company common
stock fund, non-participant directed
(213,251 shares; cost $2,688) 2,852 - 2,852
Oryx Energy Company leveraged
ESOP common stock fund
(2,516,789 shares; cost
$96,408) (Note 4) - 33,662 33,662
Participant loans - - 5,402
Cash and receivables - - 27
------ -------- --------
TOTAL ASSETS $2,852 $ 33,662 $157,451
------ -------- --------
------ -------- --------
LIABILITIES AND PLAN EQUITY
Withdrawals and Other Benefits Payable $ - $ 100 $ 2,316
ESOP Note Payable (Note 4) - 99,092 99,092
Plan Equity (Deficit) 2,852 (65,530) 56,043
------ -------- --------
TOTAL LIABILITIES AND PLAN EQUITY $2,852 $ 33,662 $157,451
------ -------- --------
------ -------- --------
</TABLE>
(See Accompanying Notes)
F-2
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
BALANCE SHEET
DECEMBER 31, 1994
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
STABLE
VANGUARD VALUE
VANGUARD VANGUARD VANGUARD INTERNATIONAL FUND
BALANCED VANGUARD U.S. GROWTH EXPLORER GROWTH (FORMERLY
ASSETS INDEX FUND WINDSOR II PORTFOLIO FUND PORTFOLIO FUND C)
---------- ---------- ----------- -------- ------------- ---------
<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 (cost $5,263) - - - - - 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
------- ------- ------ ------ ------ -------
------- ------- ------ ------ ------ -------
</TABLE>
<TABLE>
<CAPTION>
ORYX STOCK
FUND LESOP
(FORMERLY FUND
PARTICIPANT FUNDS D (FORMERLY
ASSETS LOANS AND ESOP) FUND L) 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 (cost $5,263) - - - 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 $5,753 $10,231 $ 31,153 $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) 5,753 10,159 (68,052) 44,211
------ ------- -------- --------
TOTAL LIABILITIES AND PLAN EQUITY $5,753 $10,231 $ 31,153 $143,717
------ ------- -------- --------
------ ------- -------- --------
</TABLE>
(See Accompanying Notes)
F-3
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1995
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-------------------------------------------------------------------------------------------
VANGUARD
VANGUARD VANGUARD VANGUARD INTERNATIONAL ORYX
BALANCED VANGUARD U.S. GROWTH EXPLORER GROWTH STABLE PARTICIPANT STOCK
INDEX FUND WINDSOR II PORTFOLIO FUND PORTFOLIO VALUE FUND LOANS FUND
---------- ---------- ---------- -------- --------- ---------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions (Deductions):
Employee contributions $ 560 $ 977 $ 333 $ 349 $ 445 $ 1,815 $ - $ 158
Employer contributions - - - - - - - -
Interfund transfers (7) 2,148 1,840 630 (1,154) (1,596) (473) (655)
Dividend income 502 1,044 241 380 142 - - -
Interest income - - - - - 4,355 343 10
Other receipts
(disbursements) 1 1 - - - 5 - 28
Realized gain (loss) on
investments (Note 5) 194 318 195 83 73 - - (1,965)
Unrealized appreciation
(depreciation) of
investments (Note 5) 2,260 3,296 893 441 509 - - 3,430
Withdrawals and other
benefit payments (1,417) (1,934) (524) (289) (808) (9,275) (217) (1,162)
Administrative expense
(Note 2) (2) (2) (1) (1) (1) (46) - (12)
-------- -------- ------- -------- ------- --------- ------- --------
Net Additions (Deductions) 2,091 5,848 2,977 1,593 (794) (4,742) (347) (168)
Plan Equity (Deficit),
January 1, 1995 10,917 11,961 2,977 3,291 6,011 61,194 5,753 10,159
-------- -------- ------- -------- ------- --------- ------- --------
Plan Equity (Deficit),
December 31, 1995 $ 13,008 $ 17,809 $ 5,954 $ 4,884 $ 5,217 $ 56,452 $ 5,406 $ 9,991
-------- -------- ------- -------- ------- --------- ------- --------
-------- -------- ------- -------- ------- --------- ------- --------
NON-PARTICIPANT DIRECTED
------------------------
ORYX
STOCK LESOP
FUND FUND TOTAL
-------- --------- --------
Additions (Deductions):
Employee contributions $ - $ - $ 4,637
Employer contributions 2,805 - 2,805
Interfund transfers (4) (729) -
Dividend income - - 2,309
Interest income - 3 4,711
Other receipts
(disbursements) (5) - 30
Realized gain (loss) on
investments (Note 5) 14 (2,884) (3,972)
Unrealized appreciation
(depreciation) of
investments (Note 5) 163 6,784 17,776
Withdrawals and other
benefit payments (121) (652) (16,399)
Administrative expense
(Note 2) - - (65)
-------- --------- --------
Net Additions (Deductions) 2,852 2,522 11,832
Plan Equity (Deficit),
January 1, 1995 - (68,052) 44,211
-------- --------- --------
Plan Equity (Deficit),
December 31, 1995 $ 2,852 $ (65,530) $ 56,043
-------- --------- --------
-------- --------- --------
</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, 1994
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
VANGUARD STABLE
VANGUARD VANGUARD VANGUARD INTERNATIONAL VALUE FUND
FUND A/ BALANCED VANGUARD U.S. GROWTH EXPLORER GROWTH (FORMERLY
FUND B INDEX FUND WINDSOR II PORTFOLIO FUND PORTFOLIO FUND C)
---------- --------- --------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions (Deductions):
Assets transferred in (out) $ (24,136) $ 14,121 $ 12,486 $ 2,947 $ 2,861 $ 4,935 $ (11,530)
Employee contributions - 566 1,040 300 346 549 2,048
Employer contributions - - - - - - -
Interfund transfers - (1,424) (66) 96 343 1,252 257
Dividend income - 446 736 35 177 79 -
Interest income - - - - - - 4,829
Other receipts
(disbursements) - (3) - - - - (14)
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) (12,623)
Interest expense (Note 4) - - - - - - -
Administrative expense
(Note 2) - (1) (2) (1) (1) (1) (33)
---------- --------- --------- -------- -------- -------- ---------
Net Additions (Deductions) (24,136) 10,917 11,961 2,977 3,291 6,011 (17,066)
Plan Equity (Deficit),
January 1, 1994 24,136 - - - - - 78,260
---------- --------- --------- -------- -------- -------- ---------
Plan Equity (Deficit),
December 31, 1994 $ - $ 10,917 $ 11,961 $ 2,977 $ 3,291 $ 6,011 $ 61,194
---------- --------- --------- -------- -------- -------- ---------
---------- --------- --------- -------- -------- -------- ---------
ORYX STOCK
FUND LESOP
(FORMERLY FUND
PARTICIPANT FUNDS D (FORMERLY
LOANS AND ESOP) FUND L) TOTAL
---------- ---------- --------- --------
Additions (Deductions):
Assets transferred in (out) $ - $ (1,684) $ - $ -
Employee contributions - 171 - 5,020
Employer contributions - - 11,194 11,194
Interfund transfers 849 (983) (324) -
Dividend income - - - 1,473
Interest income 329 2 3 5,163
Other receipts
(disbursements) (20) 8 - (29)
Realized gain (loss) on
investments (Note 5) - (7,466) (2,045) (9,646)
Unrealized appreciation
(depreciation) of
investments (Note 5) - 2,249 (12,271) (11,504)
Withdrawals and other
benefit payments (473) (2,826) (988) (21,952)
Interest expense (Note 4) - - (8,563) (8,563)
Administrative expense
(Note 2) - (16) - (55)
---------- ---------- --------- --------
Net Additions (Deductions) 685 (10,545) (12,994) (28,899)
Plan Equity (Deficit),
January 1, 1994 5,068 20,704 (55,058) 73,110
---------- ---------- --------- --------
Plan Equity (Deficit),
December 31, 1994 $ 5,753 $ 10,159 $ (68,052) $ 44,211
---------- ---------- --------- --------
---------- ---------- --------- --------
</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, 1993
(THOUSANDS OF DOLLARS)
<TABLE>
PARTICIPANT FUND
FUND A FUND B FUND C FUND D LOANS ESOP FUND L 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) 2,125 (806) (342) -
Dividend income 337 511 - 112 - 378 1,090 2,428
Interest income - - 6,296 3 248 24 6 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) (44) (2,005) (676) (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) 2,329 (4,264) (5,000) (5,105)
Plan Equity (Deficit), January 1, 1993 11,394 8,814 79,543 5,529 2,739 20,254 (50,058) 78,215
------- ------- ------- ------ ------ ------- -------- --------
Plan Equity (Deficit), December 31, 1993 $12,359 $11,777 $78,260 $4,714 $5,068 $15,990 $(55,058) $ 73,110
------- ------- ------- ------ ------ ------- -------- --------
------- ------- ------- ------ ------ ------- -------- --------
</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>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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.
F-8
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
STABLE VALUE FUND (FORMERLY FUND C): 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).
As of December 31, 1995 the Stable Value Fund held the following contracts:
<TABLE>
EFFECTIVE PERCENT OF
ANNUAL INVESTMENT
INTEREST RATE FUND VALUE AT LAST
(NET OF DECEMBER 31, MATURITY
COMPANY EXPENSES) 1995 DATE
------- ------------- ------------- --------
<S> <C> <C> <C>
Allstate Life Insurance Company 8.90% 8 12/10/96
American International Life Assurance
Company of New York 5.36% 15 7/31/98
Bankers Trust Company - FNMA 7.55% 4 6/25/97
Hartford Life Insurance Company 6.60% 12 12/1/97
Morgan Guarantee Trust Company 6.39% 18 *
New York Life Insurance Company 7.92% 5 3/31/98
New York Life Insurance Company 8.40% 3 7/15/96
The Canada Life Assurance Company 9.32% 4 1/16/96
The Prudential Insurance Company of America 9.42% 8 8/15/97
The Travelers Insurance Companies 8.75% 5 3/15/96
The Travelers Insurance Companies 8.60% 5 9/16/96
</TABLE>
* At any time, either party may terminate the agreement by giving written
notice.
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.
Effective January 1, 1995, Employer Contributions may be made in the form of
shares of Company stock. These Employer Contributions are made to the Oryx
Stock Fund and are reported as non-participant directed.
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.
F-9
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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 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 January 1, 1995, each Plan year the Employer Contributions may be
made in cash or in the form of shares of Company stock.
All Employer Contributions made in cash (Cash Contributions) are invested in
the LESOP Fund (formerly Fund L), a fund primarily invested in Oryx Common
Stock and held in trust by State Street Bank and Trust Company. Cash
Contributions are made in such amounts as are necessary to fund quarterly
loan payments on the ESOP Notes (no amounts due in 1995, see Note 4). These
Cash 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.
Employer Contributions made in the form of Company stock are included in the
Non-Participant Directed Oryx Stock Fund. During 1994, all Employer
Contributions were made in cash. During 1995, all Employer Contributions
were made in the form of Company stock.
F-10
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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 Participant Directed 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.
INVESTMENT PROGRAM PARTICIPANTS
There were 1,440; 1,654 and 1,923 participants at December 31, 1995, 1994 and
1993, respectively, who participated in one or more of the funds.
Participant accounts in each of the funds at December 31 were as follows:
<TABLE>
1995 1994
----- -----
<S> <C> <C>
Balanced Index Fund 691 772
Windsor II 788 809
U.S. Growth Portfolio 491 441
Explorer Fund 473 469
International Growth Portfolio 570 684
Stable Value Fund 1,109 1,277
LESOP Fund 895 1,247
Oryx Stock Fund 1,248 1,176
1993
-----
<S> <C>
Fund A 759
Fund B 652
Fund C 1,599
Fund D 620
Fund ESOP 1,709
Fund L 1,555
</TABLE>
F-11
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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, realized gain (loss) on investments and unrealized
appreciation of assets as reported on the Form 5500 Annual Return/Report of
Employee Benefit Plan of $600 thousand and $13,204 thousand, respectively,
are different than those reported on the Statements of Income and Changes in
Plan Equity, of $(3,972) thousand and $17,776 thousand, respectively.
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, 1995 and 1994 is approximately $57,897 thousand and $60,130
thousand, respectively. 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.
F-12
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
Statement Presentation
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
3. CERTAIN FEDERAL TAX MATTERS:
Tax Status of the Plan
The Internal Revenue Service (IRS) issued the most recent favorable
determination letter on May 28, 1994 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 1995 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 Highly Compensated Employees (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.
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.
F-13
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(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).
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.
F-14
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
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 percent to
8.78 percent. 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
percent to 35 percent, thus changing the interest rates on the ESOP
Notes to range from 8.35 percent to 8.70 percent. 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 makewhole premium).
At December 31, 1995 and 1994, there were 2,139,234 shares of Oryx
Common Stock with a market value of $28,612,254 and $25,403,393,
respectively, 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 nil,
$8,563,522 and $8,819,343 in 1995, 1994 and 1993, respectively. In
accordance with a resolution of the Company's Compensation Committee of
the Board of Directors, principal and interest payments on the inside
note were suspended for 1995. Accordingly, the Plan did not accrue
interest expense related to the ESOP note during such period.
In March 1996, the Company received a private letter ruling from the IRS
regarding certain items related to the Plan. The Compensation Committee
will determine if the Company will resume making Employer Contributions
in cash, which will be used to fund quarterly loan repayments on the
inside note.
F-15
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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, 1995, were as follows:
<TABLE>
<CAPTION>
1995 1994
------------------------------------ ------------------------------------
AVERAGE NET REALIZED AVERAGE NET REALIZED
FUND PROCEEDS COST GAIN (LOSS) PROCEEDS COST GAIN (LOSS)
------------------------------- -------- ------- ------------ -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
(THOUSANDS OF DOLLARS)
Balanced Index Fund $ 2,885 $ 2,691 $ 194 $4,370 $ 4,496 $ (126)
Windsor II 3,523 3,205 318 3,121 3,148 (27)
U.S. Growth Portfolio 1,204 1,009 195 994 986 8
Explorer Fund 1,294 1,211 83 899 910 (11)
International Growth Portfolio 2,716 2,643 73 1,684 1,663 21
LESOP Fund 15,976 18,860 (2,884) 7,407 9,452 (2,045)
Oryx Stock Fund 4,796 6,747 (1,951) 8,533 15,999 (7,466)
------- ------ ------- -------
Total realized loss $(3,972) $(9,646)
------- -------
------- -------
</TABLE>
<TABLE>
<CAPTION>
1993
--------------------------------------
AVERAGE NET REALIZED
FUND PROCEEDS COST GAIN (LOSS)
------- -------- ------------ -----------
<S> <C> <C> <C>
(THOUSANDS OF DOLLARS)
A $12,585 $7,469 $ 5,116
B 11,158 8,990 2,168
D 1,151 1,844 (693)
ESOP 4,969 6,108 (1,139)
L 959 1,701 (742)
-------
Total realized gain $ 4,710
-------
-------
</TABLE>
Unrealized Depreciation of Investments
The changes in unrealized depreciation of investments for each of the
three years in the period ended December 31, 1995, were as follows:
<TABLE>
<CAPTION>
1995 1994 1993
-------- -------- --------
(THOUSANDS OF DOLLARS)
<S> <C> <C> <C>
Beginning of Year $(77,762) $(66,258) $(54,254)
Unrealized Appreciation (Depreciation) for Year 17,776 (11,504) (12,004)
-------- -------- --------
End of Year $(59,986) $(77,762) $(66,258)
-------- -------- --------
-------- -------- --------
</TABLE>
F-16
<PAGE>
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
Net Asset Value Per Unit
The December 31, 1995 net asset value for mutual fund investments was:
<TABLE>
<CAPTION>
NET ASSET
FUND UNITS VALUE PER UNIT
------------------------------ --------- --------------
<S> <C> <C>
Balanced Index Fund 1,040,251 $12.77
Windsor II 882,817 20.66
U.S. Growth Portfolio 294,300 20.35
Explorer Fund 99,459 49.95
International Growth Portfolio 355,992 15.02
</TABLE>
6. PLAN AMENDMENTS:
Effective August 1, 1995, a participant may elect to direct up to 25 percent
of his investment value of the Company's contributions made on or after
August 1, 1989.
F-17
<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 May 31, 1996 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, 1995 and 1994, and for each of the three
years in the period ended December 31, 1995.
/s/ COOPERS & LYBRAND L.L.P.
Dallas, Texas
May 31, 1996
