<PAGE> 1
================================================================================
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, 1997, 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 22, 1998
================================================================================
<PAGE> 2
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, 1997, of the
Oryx Energy Company Capital Accumulation Plan
<PAGE> 3
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<S> <C>
99.1 Form 11-K for the fiscal year ended December 31, 1997, of the
Oryx Energy Company Capital Accumulation Plan
</TABLE>
<PAGE> 1
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, 1997
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
================================================================================
<PAGE> 2
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 22, 1998
<PAGE> 3
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Accountants
Balance Sheet as of December 31, 1997 F-1
Balance Sheet as of December 31, 1996 F-2
Statement of Income and Changes in Plan Equity for the Year Ended December 31, 1997 F-3
Statement of Income and Changes in Plan Equity for the Year Ended December 31, 1996 F-4
Statement of Income and Changes in Plan Equity for the Year Ended December 31, 1995 F-5
Notes to Financial Statements F-6
Schedules:
Schedules I, II and III have been omitted because the required information
is shown in the financial statements or notes thereto.
Eligibility:
a. Consent of Independent Accountants
</TABLE>
<PAGE> 4
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, 1997 and 1996 and the related
statements of income and changes in plan equity for each of the three years in
the period ended December 31, 1997. 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, 1997 and 1996 and the results of its
operations for each of the three years in the period ended December 31, 1997 in
conformity with generally accepted accounting principles.
/s/ COOPERS & LYBRAND L.L.P.
Dallas, Texas
June 1, 1998
<PAGE> 5
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
BALANCE SHEET
DECEMBER 31, 1997
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------------------------
Vanguard Vanguard
Vanguard U.S. Vanguard International Stable
Balanced Vanguard Growth Explorer Growth Value Participant
ASSETS Index Fund Windsor II Portfolio Fund Portfolio Fund Loans
---------- ---------- ---------- --------- --------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Cash $ 1 $ 8 $ 3 $ 1 $ -- $ 9 $ --
Accounts Receivable -- -- -- -- -- 7 --
Investments, at fair value
(Notes 1 and 2):
Participation in:
Short-term investment fund (cost
approximates market value) -- -- -- -- -- -- --
Registered investment funds
(cost $66,562) 18,275 33,980 14,114 6,484 6,834 -- --
Capital preservation fund
(cost $49,741) -- -- -- -- -- 49,741 --
Oryx Energy Company common stock
fund participant directed (567,399
shares; cost $4,738) -- -- -- -- -- -- --
Oryx Energy Company common stock
fund non-participant directed
(320,776 shares; cost $4,792) -- -- -- -- -- -- --
Oryx Energy Company leveraged ESOP
common stock fund (2,436,853
shares; cost $93,529)
(Note 4) -- -- -- -- -- -- --
Participant loans -- -- -- -- -- -- 5,167
------- ------- ------- ------- ------- ------- -------
TOTAL ASSETS $18,276 $33,988 $14,117 $ 6,485 $ 6,834 $49,757 $ 5,167
======= ======= ======= ======= ======= ======= =======
LIABILITIES AND PLAN EQUITY
Withdrawals and Other Benefits Payable $ 32 $ 39 $ 6 $ 4 $ 17 $ 291 $ --
ESOP Note Payable (Note 4) -- -- -- -- -- -- --
Plan Equity (Deficit) 18,244 33,949 14,111 6,481 6,817 49,466 5,167
------- ------- ------- ------- ------- ------- -------
TOTAL LIABILITIES AND PLAN EQUITY $18,276 $33,988 $14,117 $ 6,485 $ 6,834 $49,757 $ 5,167
======= ======= ======= ======= ======= ======= =======
<CAPTION>
Participant Non-Participant
Directed Directed
-------- ---------------------
Oryx Oryx
Stock Stock LESOP
ASSETS Fund Fund Fund Total
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Cash $ 11 $ -- $ -- $ 33
Accounts Receivable 18 25
Investments, at fair value
(Notes 1 and 2):
Participation in:
Short-term investment fund (cost
approximates market value) 162 -- -- 162
Registered investment funds
(cost $66,562) -- -- -- 79,687
Capital preservation fund
(cost $ 49,741) -- -- -- 49,741
Oryx Energy Company common stock
fund participant directed (567,399
shares; cost $4,738) 14,458 -- -- 14,458
Oryx Energy Company common stock
fund non-participant directed
(320,776 shares; cost $4,792) -- 8,180 -- 8,180
Oryx Energy Company leveraged
ESOP common stock fund
(2,436,853 shares; cost $93,529)
(Note 4) -- -- 62,144 62,144
Participant loans -- -- -- 5,167
-------- -------- -------- --------
TOTAL ASSETS $ 14,649 $ 8,180 $ 62,144 $219,597
======== ======== ======== ========
LIABILITIES AND PLAN EQUITY
Withdrawals and Other Benefits Payable $ 178 $ -- $ 4 $ 571
ESOP Note Payable (Note 4) -- -- 95,960 95,960
Plan Equity (Deficit) 14,471 8,180 (33,820) 123,066
-------- ------- -------- --------
TOTAL LIABILITIES AND PLAN EQUITY $ 14,649 $ 8,180 $ 62,144 $219,597
======== ======= ======== ========
</TABLE>
(The accompanying notes are an integral part of these financial statements)
F-1
<PAGE> 6
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
BALANCE SHEET
DECEMBER 31, 1996
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------
Vanguard Vanguard
Vanguard U.S. Vanguard International Stable
Balanced Vanguard Growth Explorer Growth Value
ASSETS Index Fund Windsor II Portfolio Fund Portfolio Fund
---------- ---------- --------- --------- ------------- -------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value
(Notes 1 and 2):
Participation in:
Registered investment funds
(cost $50,007) $ 13,288 $ 23,484 $ 10,460 $ 5,355 $ 6,020 $ --
Capital preservation fund
(cost $53,299) -- -- -- -- -- 53,299
Oryx Energy Company common stock
fund participant directed
(631,333 shares; cost $8,724) -- -- -- -- -- --
Oryx Energy Company common stock
fund non-participant directed
(344,411 shares; cost $5,070) -- -- -- -- -- --
Oryx Energy Company leveraged
ESOP common stock fund
(2,465,000 shares; cost $94,601)
(Note 4) -- -- -- -- -- --
Participant loans -- -- -- -- -- --
-------- -------- -------- -------- -------- --------
TOTAL ASSETS $ 13,288 $ 23,484 $ 10,460 $ 5,355 $ 6,020 $ 53,299
======== ======== ======== ======== ======== ========
LIABILITIES AND PLAN EQUITY
Withdrawals and Other Benefits Payable $ 40 $ 109 $ 60 $ 16 $ 6 $ 168
ESOP Note Payable (Note 4) -- -- -- -- -- --
Plan Equity (Deficit) 13,248 23,375 10,400 5,339 6,014 53,131
-------- -------- -------- -------- -------- --------
TOTAL LIABILITIES AND PLAN EQUITY $ 13,288 $ 23,484 $ 10,460 $ 5,355 6,020 $ 53,299
======== ======== ======== ======== ======== ========
<CAPTION>
Non-Participant
Participant Directed Directed
---------------------- --------------------
Oryx Oryx
Participant Stock Stock LESOP
ASSETS Loans Fund Fund Fund Total
-------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
Investments, at fair value
(Notes 1 and 2):
Participation in:
Registered investment funds
(cost $50,007) $ -- $ -- $ -- $ -- $ 58,607
Capital preservation fund
(cost $53,299) -- -- -- -- $ 53,299
Oryx Energy Company common stock
fund participant directed
(631,333 shares; cost $8,724) -- 15,734 -- -- 15,734
Oryx Energy Company common stock
fund non-participant directed
(344,411 shares; cost $5,070) -- -- 8,524 -- 8,524
Oryx Energy Company leveraged
ESOP common stock fund
(2,465,000 shares; cost $94,601)
(Note 4) -- -- -- 61,035 61,035
Participant loans 5,445 -- -- -- 5,445
-------- -------- -------- -------- ---------
TOTAL ASSETS $ 5,445 $ 15,734 $ 8,524 $ 61,035 $ 202,644
======== ======== ======== ======== =========
LIABILITIES AND PLAN EQUITY
Withdrawals and Other Benefits Payable $ -- $ 100 $ -- $ 27 $ 526
ESOP Note Payable (Note 4) -- -- -- 99,092 99,092
Plan Equity (Deficit) 5,445 15,634 8,524 (38,084) 103,026
-------- -------- -------- -------- ---------
TOTAL LIABILITIES AND PLAN EQUITY $ 5,445 $ 15,734 $ 8,524 $ 61,035 $ 202,644
======== ======== ======== ======== =========
</TABLE>
(The accompanying notes are an integral part of these financial statements)
F-2
<PAGE> 7
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1997
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------------------
Vanguard
Vanguard Vanguard Vanguard International
Balanced Vanguard U.S. Growth Explorer Growth Stable
Index Fund Windsor II Portfolio Fund Portfolio Value Fund
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Additions (Deductions):
Employee contributions $ 572 $ 1,309 $ 821 $ 374 $ 410 $ 1,223
Employer contributions -- -- -- -- -- --
Interfund transfers 1,755 2,167 402 237 209 (1,917)
Dividend income 629 705 129 27 85 --
Interest income -- -- -- -- -- 3,008
Other receipts
(disbursements) -- -- -- -- -- (1)
Realized gain (loss) on
investments (Note 5) 627 4,127 1,683 1,000 1,115 --
Unrealized appreciation of
investments (Note 5) 1,861 3,101 938 (301) (845) --
Withdrawals and other
benefit payments (446) (830) (259) (194) (169) (5,927)
Administrative expense
(Note 2) (2) (5) (3) (1) (2) (51)
Interest expense -- -- -- -- -- --
--------- --------- --------- --------- --------- ---------
Net Additions (Deductions) 4,996 10,574 3,711 1,142 803 (3,665)
Plan Equity (Deficit),
January 1, 1997 13,248 23,375 10,400 5,339 6,014 53,131
--------- --------- --------- --------- --------- ---------
Plan Equity (Deficit),
December 31, 1997 $ 18,244 $ 33,949 $ 14,111 $ 6,481 $ 6,817 $ 49,466
========= ========= ========= ========= ========= =========
<CAPTION>
Non-Participant
Participant Directed Directed
------------------------- -----------------------
Oryx Oryx
Participant Stock Stock LESOP
Loans Fund Fund Fund Total
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Additions (Deductions):
Employee contributions $ -- $ 190 $ -- $ -- $ 4,899
Employer contributions -- -- -- 11,455 11,455
Interfund transfers (176) (1,684) (450) (543) --
Dividend income -- -- -- -- 1,575
Interest income 291 -- 13 -- 3,312
Other receipts
(disbursements) (393) (34) -- -- (428)
Realized gain (loss) on
investments (Note 5) -- 1,712 300 (385) 10,179
Unrealized appreciation of
investments (Note 5) -- (816) (66) 2,207 6,079
Withdrawals and other
benefit payments -- (510) (141) (147) (8,623)
Administrative expense
(Note 2) -- (21) -- -- (85)
Interest expense -- -- -- (8,323) (8,323)
--------- --------- --------- --------- ---------
Net Additions (Deductions) (278) (1,163) (344) 4,264 20,040
Plan Equity (Deficit),
January 1, 1997 5,445 15,634 8,524 (38,084) 103,026
--------- --------- --------- --------- ---------
Plan Equity (Deficit),
December 31, 1997 $ 5,167 $ 14,471 $ 8,180 $ (33,820) $ 123,066
========= ========= ========= ========= =========
</TABLE>
(The accompanying notes are an integral part of these financial statements)
F-3
<PAGE> 8
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1996
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------------------
Vanguard
Vanguard Vanguard Vanguard International
Balanced Vanguard U.S. Growth Explorer Growth Stable
Index Fund Windsor II Portfolio Fund Portfolio Value Fund
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Additions (Deductions):
Employee contributions $ 483 $ 1,025 $ 487 $ 374 $ 391 $ 1,274
Employer contributions -- -- -- -- -- --
Interfund transfers (465) 2,009 2,552 166 386 (2,111)
Dividend income 589 1,654 755 300 259 --
Interest income -- -- -- -- -- 3,526
Other receipts
(disbursements) -- -- -- -- -- 6
Realized gain (loss) on
investments (Note 5) 750 1,332 744 337 329 --
Unrealized appreciation of
investments (Note 5) 392 1,480 312 31 238 --
Withdrawals and other
benefit payments (1,507) (1,930) (402) (752) (805) (5,965)
Administrative expense
(Note 2) (2) (4) (2) (1) (1) (51)
--------- --------- --------- --------- --------- ---------
Net Additions (Deductions) 240 5,566 4,446 455 797 (3,321)
Plan Equity (Deficit),
January 1, 1996 13,008 17,809 5,954 4,884 5,217 56,452
--------- --------- --------- --------- --------- ---------
Plan Equity (Deficit),
December 31, 1996 $ 13,248 $ 23,375 $ 10,400 $ 5,339 $ 6,014 $ 53,131
========= ========= ========= ========= ========= =========
<CAPTION>
Non-Participant
Participant Directed Directed
------------------------- -----------------------
Oryx Oryx
Participant Stock Stock LESOP
Loans Fund Fund Fund Total
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Additions (Deductions):
Employee contributions $ -- $ 157 $ -- $ -- $ 4,191
Employer contributions -- -- 2,550 -- 2,550
Interfund transfers (317) (1,512) (246) (462) --
Dividend income -- 13 -- -- 3,570
Interest income 360 -- -- -- 3,886
Other receipts
(disbursements) (4) -- -- -- 2
Realized gain (loss) on
investments (Note 5) -- (2,474) 248 (985) 281
Unrealized appreciation of
investments (Note 5) -- 10,230 3,291 29,155 45,129
Withdrawals and other
benefit payments -- (750) (171) (262) (12,544)
Administrative expense
(Note 2) -- (21) -- -- (82)
--------- --------- --------- --------- ---------
Net Additions (Deductions) 39 5,643 5,672 27,446 46,983
Plan Equity (Deficit),
January 1, 1996 5,406 9,991 2,852 (65,530) 56,043
--------- --------- --------- --------- ---------
Plan Equity (Deficit),
December 31, 1996 $ 5,445 $ 15,634 $ 8,524 $ (38,084) $ 103,026
========= ========= ========= ========= =========
</TABLE>
(The accompanying notes are an integral part of these financial statements)
F-4
<PAGE> 9
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
Balanced Vanguard U.S. Growth Explorer Growth Stable
Index Fund Windsor II Portfolio Fund Portfolio Value Fund
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Additions (Deductions):
Employee contributions $ 560 $ 977 $ 333 $ 349 $ 445 $ 1,815
Employer contributions -- -- -- -- -- --
Interfund transfers (7) 2,148 1,840 630 (1,154) (1,596)
Dividend income 502 1,044 241 380 142 --
Interest income -- -- -- -- -- 4,355
Other receipts
(disbursements) 1 1 -- -- -- 5
Realized gain (loss) on
investments (Note 5) 194 318 195 83 73 --
Unrealized appreciation
of investments (Note 5) 2,260 3,296 893 441 509 --
Withdrawals and other
benefit payments (1,417) (1,934) (524) (289) (808) (9,275)
Administrative expense
(Note 2) (2) (2) (1) (1) (1) (46)
--------- --------- --------- --------- --------- ---------
Net Additions (Deductions) 2,091 5,848 2,977 1,593 (794) (4,742)
Plan Equity (Deficit),
January 1, 1995 10,917 11,961 2,977 3,291 6,011 61,194
--------- --------- --------- --------- --------- ---------
Plan Equity (Deficit),
December 31, 1995 $ 13,008 $ 17,809 $ 5,954 $ 4,884 $ 5,217 $ 56,452
========= ========= ========= ========= ========= =========
<CAPTION>
Non-Participant
Participant Directed Directed
------------------------- -----------------------
Oryx Oryx
Participant Stock Stock LESOP
Loans Fund Fund Fund Total
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Additions (Deductions):
Employee contributions $ -- $ 158 $ -- $ -- $ 4,637
Employer contributions -- -- 2,805 -- 2,805
Interfund transfers (473) (655) (4) (729) --
Dividend income -- -- -- -- 2,309
Interest income 343 10 -- 3 4,711
Other receipts
(disbursements) -- 28 (5) -- 30
Realized gain (loss) on
investments (Note 5) -- (1,965) 14 (2,884) (3,972)
Unrealized appreciation
of investments (Note 5) -- 3,430 163 6,784 17,776
Withdrawals and other
benefit payments (217) (1,162) (121) (652) (16,399)
Administrative expense
(Note 2) -- (12) -- -- (65)
--------- --------- --------- -------- --------
Net Additions (Deductions) (347) (168) 2,852 2,522 11,832
Plan Equity (Deficit),
January 1, 1995 5,753 10,159 -- (68,052) 44,211
--------- --------- --------- -------- --------
Plan Equity (Deficit),
December 31, 1995 $ 5,406 $ 9,991 $ 2,852 $(65,530) $ 56,043
========= ========= ========= ======== ========
</TABLE>
(The accompanying notes are an integral part of these financial statements)
F-5
<PAGE> 10
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) which 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 $50,000 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-6
<PAGE> 11
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 increments
of one percent in any combination of the seven funds listed below
(eight funds available beginning April 1, 1998 with the addition of the
Vanguard Bond Index Fund, also described below). 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 October 1, 1998,
The Bank of New York replaced Vanguard Fiduciary Trust Company
(Vanguard) as the trustee for investment activity.
Participants have 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 30 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 (GICs), investment contracts backed by U.S.
Government obligations and high credit-quality corporate bonds
(including mutual funds that invest in such obligations).
F-7
<PAGE> 12
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
As of December 31, 1997 the Stable Value Fund was comprised of the
following
<TABLE>
<CAPTION>
Effective Annual Effective Annual
Interest Rate Interest Rate Percent of
(Net of (Net of Investment
Expenses) at Expenses) at Fund Value at Last
December 31, December 31, December 31, Maturity
Company 1996 1997 1997 Date
------- --------------- ---------------- ------------- --------
<S> <C> <C> <C> <C>
Insurance/Bank Contracts
- -------------------------------------
John Hancock 6.05% 6.05% 10.37% 6/30/00
American International Life Assurance
Company of New York 5.36% 5.36 % 8.99% 7/31/98
Morgan Guarantee Trust Company 5.91% 5.91% 23.33% 12/08/99
New York Life Insurance Company 7.92% 7.92% 6.07% 3/31/98
Deutsche Bank 6.33% 6.40% 11.00% 6/30/00
Rabobank 5.85% 5.87% 11.15% 3/31/99
------
Other
- -------------------------------------
Vanguard Retirement Savings Trust --% 5.93% 29.09%
------
100.00%
======
</TABLE>
Vanguard Bond Index Fund - Total Bond Market Portfolio: (Available to
participants as of April 1, 1998). Seeks a high level of interest
income by investing in a sample of bonds from the Lehman Brothers
Aggregate Bond Index, an index of U.S. Treasury, federal agency,
mortgage-backed, and high-quality corporate securities.
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 The Bank of New York, 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, Employer Contributions may be made in the
form of shares of Company stock. Employer Contributions made in the
form of Company stock are included in the Non-Participant Directed Oryx
Stock Fund. During 1996 and 1995, all Employer Contributions were made
in the form of Company stock. During 1997, the Company resumed Employer
Contributions in cash (see Note 4).
All Employer Contributions made in cash (Cash Contributions) are
invested in the LESOP Fund, 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 1996 and
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
F-8
<PAGE> 13
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
accounts. For financial reporting purposes, unallocated shares and
shares allocated to the participants are included in the LESOP fund as
non-participant directed (see Note 4).
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
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 $50,000.
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 1,356, 1,414 and 1,440 participants at December 31, 1997,
1996 and 1995, 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>
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
Balanced Index Fund 690 652 691
Windsor II 882 831 788
U.S. Growth Portfolio 659 586 491
Explorer Fund 497 487 473
International Growth Portfolio 549 573 570
Stable Value Fund 934 995 1,109
LESOP Fund 881 839 895
Oryx Stock Fund 1,109 1,167 1,248
</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
F-9
<PAGE> 14
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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 investments are determined using
historical average cost. The DOL requires realized and unrealized gains
and losses to be determined using the investment value at the beginning
of the plan year (referred to as the "current value method") rather
than the historical cost basis. Accordingly, the realized gain on
investments and unrealized appreciation of assets as reported on the
Form 5500 Annual Return/Report of Employee Benefit Plan of $6,044,415
and $10,214,601, respectively, are different than those reported on the
Statements of Income and Changes in Plan Equity, of $10,179,363 and
$6,079,653, 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 values of
investment contracts in the Stable Value Fund as of December 31, 1997
and 1996 are approximately $49,722,669 and $53,811,000, respectively.
Fair values were 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, on a pro rata basis, to each of the
respective funds.
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.
Risks and Uncertainties
The Plan provides for various investment options in combinations of
GICs and mutual funds. Investments of this nature are exposed to
various risks, such as interest rate, market and credit risks. Due to
the level of risk associated with these types of securities, it is at
least reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could
materially affect participants' account balances and the amounts
reported in the statement of net assets available for plan benefits.
F-10
<PAGE> 15
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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. A
request for the issuance of a new determination letter, covering 1996
and 1995 amendments, will be submitted to the IRS during 1999.
Limits on Employee Contributions
The IRS imposed limitation on employee pre-tax contributions is $9,500
for 1997 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.
(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
F-11
<PAGE> 16
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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.
4. ESOP NOTES:
On August 1, 1989, the Company borrowed $110 million by privately
placing ESOP Notes. The interest rates on the ESOP Notes 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, in cash, 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 in a non-participant directed account. No participant
contributions will be required or
F-12
<PAGE> 17
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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).
At December 31, 1997 and 1996, there were 1,999,241 and 2,139,234
shares of Oryx Common Stock with a market value of $50,980,646 and
$52,946,041, respectively, held in the unallocated suspense account.
There were also 437,612 and 325,766 shares of Oryx Common Stock with a
market value of $11,159,105 and $8,093,089, respectively, held in the
allocated non-participant directed 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 $8,323,006 in 1997 and nil in
1996 and 1995. 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 1996 and 1995.
Accordingly, the Plan did not accrue interest expense related to the
ESOP note during such periods.
In March 1996, the Company received a private letter ruling from the
IRS regarding certain items related to the Plan. In response to the IRS
suggestions contained in the private letter ruling, the Compensation
Committee determined that the Company would resume making Employer
Contributions in cash in 1997. Those contributions are used by the Plan
to fund loan repayments on the inside note on a monthly basis.
Maturities on the note during future years are as follows:
<TABLE>
<CAPTION>
Year ending December 31:
<S> <C>
1998 $ 3,640
1999 3,898
2000 4,397
2001 4,896
2002 5,436
Later years 73,693
-------
$95,960
=======
</TABLE>
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, 1997, were as follows:
<TABLE>
<CAPTION>
1997 1996
--------------------------------------- --------------------------------------
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>
Balanced Index Fund $ 2,727 $ 2,100 $ 627 $ 4,810 $ 4,059 $ 751
Windsor II 9,557 5,430 4,127 7,288 5,956 1,332
U.S. Growth Portfolio 7,699 6,016 1,683 3,949 3,205 744
Explorer Fund 4,221 3,221 1,000 3,517 3,180 337
International Growth Portfolio 15,528 14,413 1,115 2,967 2,638 329
LESOP Fund 692 1,077 (385) 723 1,708 (985)
Oryx Stock Fund 11,380 9,368 2,012 16,873 19,100 (2,227)
--------- ---------
Total realized gain (loss) $ 10,179 $ 281
========= =========
</TABLE>
F-13
<PAGE> 18
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
<TABLE>
<CAPTION>
1995
---------------------------------------
Average Net Realized
Fund Proceeds Cost Gain (Loss)
- ------------------------------ ------------ --------- -----------
(Thousands of Dollars)
<S> <C> <C> <C>
Balanced Index Fund $ 2,885 $ 2,691 $ 194
Windsor II 3,523 3,205 318
U.S. Growth Portfolio 1,204 1,009 195
Explorer Fund 1,294 1,211 83
International Growth Portfolio 2,716 2,643 73
LESOP Fund 15,976 18,860 (2,884)
Oryx Stock Fund 4,796 6,747 (1,951)
---------
Total realized loss $ (3,972)
=========
</TABLE>
Unrealized Appreciation (Depreciation) of Investments
The changes in unrealized appreciation (depreciation) of investments
for each of the three years in the period ended December 31, 1997, were
as follows:
<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
(Thousands of Dollars)
<S> <C> <C> <C>
Beginning of Year $ (14,857) $ (59,986) $ (77,762)
Unrealized Appreciation (Depreciation) for Year 6,079 45,129 17,776
--------- --------- ---------
End of Year $ (8,778) $ (14,857) $ (59,986)
========= ========= =========
</TABLE>
Net Asset Value Per Unit
The December 31, 1997 net asset value for mutual fund investments was:
<TABLE>
<CAPTION>
Net Asset
Fund Units Value Per Unit
- ----------------------------- ---------- --------------
<S> <C> <C>
Balanced Index Fund 1,121,873 $ 16.29
Windsor II 1,187,274 28.62
U.S. Growth Portfolio 491,789 28.70
Explorer Fund 117,255 55.30
International Growth Portfolio 416,970 16.39
</TABLE>
F-14
<PAGE> 19
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
6. PLAN AMENDMENTS:
Effective January 1, 1997, Company matching contributions are based on
several factors, including participant contributions, the market value
of Oryx common stock and a new LESOP share release schedule (the
schedule of shares released under the LESOP loan agreement from the
unallocated suspense account Note 4).
Participants will receive the greater of:
o The number of shares equal to a 110%-100% match, priced at the
market value or,
o The pro rata number of shares scheduled to be released to the
LESOP.
F-15
<PAGE> 20
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 1, 1998 included in this Form 11-K, on our
audits of the financial statements of the Oryx Energy Company Capital
Accumulation Plan as of December 31, 1997 and 1996 and for each of the three
years in the period ended December 31, 1997.
/s/ COOPERS & LYBRAND L.L.P.
Dallas, Texas
June 24, 1998
