ITEM 3. LEGAL PROCEEDINGS.
See the heading "Health, Safety and Environmental Controls" under "Items 1 and 2. Business and Properties." of this report for a description of certain legal proceedings, which description is incorporated herein by reference.
The Company is involved in various other legal proceedings incidental to its business, the outcome of any of which should not have a material adverse effect on its financial position.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.
Inapplicable.
Executive Officers of the Company
The following table sets forth certain information as of March 1, 1994 concerning the executive officers of the Company.
Officers are elected annually by the Board of Directors and may be removed at any time by the Board. There are no family relationships among the executive officers listed and there are no arrangements or understandings pursuant to which any of them were elected as officers. Each of the officers named above has been employed by the Company during the last five years with responsibilities of the general nature indicated by his title, except as set forth below.
Mr. Forrest joined the Company in 1992 as special assistant to the Chairman and later that year was elected Vice Chairman and Chief Operating Officer. Prior to 1992, he was with Shell U.S.A. for more than five years, last serving as President of its subsidiary, Pecten International Company.
Mr. Crowell joined the Company in 1976 as a geophysicist. Since such time, he has held various positions with the Company, including Senior Vice President, North American Exploration and Production, and Vice President, Administration. Mr. Crowell was named Senior Vice President, Operations, in 1992.
Mr. Pasley joined the Company in 1984 as Associate Director of Investor Relations. Since such time, he has held various positions with the Company, including Director of Communications, Vice President, Human Resources and Senior Vice President, International. Mr. Pasley was named Senior Vice President, Operations, in 1992.
Mr. Ardila was elected Vice President, Exploration, in October 1993. Mr. Ardila joined the Company in 1979 as a Senior Geologist in Jakarta and has held various positions with the Company since such time, including Exploration Manager in Indonesia and Exploration Manager, Latin America and Far East, in Dallas. His present position pertains to the Company's South American exploration efforts.
Mr. Barron was elected Vice President, Treasurer and Chief Financial Officer of the Company in 1991. Mr. Barron joined Natomas Company in 1982 as a Project Manager. Natomas Company was acquired by the Company in 1983 and Mr. Barron has held various positions with the Company, including Director of Strategic Planning and Assistant Treasurer, since such time.
Mr. Blankenship was elected Vice President, Hydrocarbon Marketing, in April 1993. Mr. Blankenship joined Natomas Company in 1983 as Senior Manager of Research. Natomas Company was acquired by the Company in the same year and Mr. Blankenship has held various positions with the Company, including Vice President, Economics and Contracts, since such time.
Mr. Gentry was elected Vice President, Human Resources and General Services, in 1991. Mr. Gentry joined the Company in 1975 and has held various positions with the Company, including Associate Director of Management Information Systems Operations, Assistant Treasurer and General Manager of Human Resources, since such time.
Mr. Vandenberg joined the Company in 1990 as Production Engineer in Jakarta, Indonesia. He served as Production and Acquisition Manager for Kilroy Company of Texas from 1988 to 1990. Mr. Vandenberg was elected Vice President, Engineering and Development, in 1992.
Mr. Rietman retires in March 1994.
A new organizational structure will become effective March 31, 1994. The position of Vice Chairman will be eliminated and Mr. Forrest will become Senior Vice President, Business Development. Mr. Crowell will become Senior Vice President, Producing Operations and Mr. Pasley will become Senior Vice President, Finance and Administration and Chief Financial Officer. After the restructuring becomes effective, Messrs. Barron, Brown, Gentry and Middlebrook will be the only other Vice Presidents.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The principal United States market on which the Common Stock is traded is the New York Stock Exchange. The Common Stock is also listed and traded on the Pacific Stock Exchange, the Basel Stock Exchange (Switzerland), the Geneva Stock Exchange (Switzerland) and the Zurich Stock Exchange (Switzerland). The high and low sales prices for the Common Stock for each full quarterly period during 1993 and 1992 as reported on the New York Stock Exchange Composite Tape are set forth on page 58 of the Company's 1993 Annual Report to Stockholders, which information is incorporated herein by reference.
The approximate number of record holders of Common Stock at December 31, 1993 was 35,619.
The Company paid no dividends on its Common Stock during 1993 and 1992. Cash flows are currently being dedicated to exploration and development projects rather than to the payment of dividends on Common Stock. The Company intends to continue paying regular quarterly dividends on its $4.00 Cumulative Convertible Preferred Stock, $9.75 Cumulative Convertible Preferred Stock and $2.50 Cumulative Preferred Stock.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
The information required by this item appears on page 57 of the Company's 1993 Annual Report to Stockholders, which information is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The information required by this item appears on pages 26 through 32 of the Company's 1993 Annual Report to Stockholders, which information is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this item appears on pages 33 through 49 and pages 52 through 59 of the Company's 1993 Annual Report to Stockholders, which information is incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Inapplicable.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
With the exception of the information provided below as to Darrell L. Black, the information required by this item with respect to the directors of the Company appears on pages 2 through 6 of the definitive proxy statement of the Company relating to the Company's 1994 Annual Meeting of Stockholders filed with the Securities and Exchange Commission pursuant to Regulation 14A, under the captions "Nominees for Election at Annual Meeting," "Present Directors Whose Terms Continue After Annual Meeting," and "Director Proposed By Prudential" which information is incorporated herein by reference. Darrell L. Black, aged 70, has served as a director of the Company since 1989. His current term expires on the date of the Company's annual meeting, May 11, 1994, and Mr. Black will retire as a director of the Company as of such date pursuant to the Board's retirement policy that a director shall not be nominated or stand for reelection to the Board after age 70. Information concerning the Company's executive officers is set forth under the caption "Executive Officers of the Company" in Part I above.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this item appears under the captions "Director Compensation," "Executive Officer Compensation," and "Termination of Employment and Change In Control Arrangements" in the definitive proxy statement of the Company relating to the Company's 1994 Annual Meeting of Stockholders filed with the Securities and Exchange Commission pursuant to Regulation 14A, which information is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by this item appears under the caption "Beneficial Ownership of Securities" in the definitive proxy statement of the Company relating to the Company's 1994 Annual Meeting of Stockholders filed with the Securities and Exchange Commission pursuant to Regulation 14A, which information is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by this item appears under the caption "Certain Transactions and Relationships" in the definitive proxy statement of the Company relating to the Company's 1994 Annual Meeting of Stockholders filed with the Securities and Exchange Commission pursuant to Regulation 14A, which information is incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Documents filed as part of this report:
(1) Financial Statements--The following financial statements have been incorporated by reference to pages 33 through 49 and pages 52 through 59 of the Company's 1993 Annual Report to Stockholders:
Consolidated Statement of Operations for the three years ended December 31, 1993.
Consolidated Balance Sheet at December 31, 1993 and 1992.
Consolidated Statement of Cash Flows for the three years ended December 31, 1993.
Notes to Consolidated Financial Statements.
Report of Independent Accountants.
Supplementary Financial Information (unaudited).
Quarterly Data (unaudited).
(2) Financial Statement Schedules.
Schedule V--Consolidated Properties and Equipment.
Schedule VI--Consolidated Accumulated Depreciation and Depletion.
Report of Independent Accountants on Financial Statement Schedules.
All other schedules have been omitted because they are not applicable or the required information is shown in the Financial Statements or the Financial Summary.
Condensed parent company financial information has been omitted, since the amount of restricted net assets of consolidated subsidiaries does not exceed 25% of total consolidated net assets. Also, footnote disclosure regarding restrictions on the ability of both consolidated and unconsolidated subsidiaries to transfer funds to the parent company has been omitted since the amount of such restrictions does not exceed 25% of total consolidated net assets.
The Company has computed the ratio of earnings to fixed charges and the ratio of earnings to combined fixed charges and preferred stock dividends for the year ended December 31, 1993 to be 1.50 and less than one, respectively, on a consolidated basis. Earnings were inadequate to cover combined fixed charges and preferred stock dividends for such year by $7.8 million. For the purposes of these computations, earnings consist of income before income taxes and fixed charges (excluding interest capitalized, net of amortization). Fixed charges represent interest incurred, amortization of debt expense and that portion of rental expense deemed to be the equivalent of interest.
(3) Exhibits.
Each document marked by an asterisk is incorporated herein by reference to the designated document previously filed with the Securities and Exchange Commission (the "Commission"). Each of Exhibits Nos. 10.1 through 10.17 is a management contract or compensatory plan, contract or arrangement required to be filed as an exhibit hereto by Item 14(c) of Form 10-K.
(b) Reports on Form 8-K.
SCHEDULE V
MAXUS ENERGY CORPORATION CONSOLIDATED PROPERTIES AND EQUIPMENT
THREE YEARS ENDED DECEMBER 31, 1993 (DOLLARS IN MILLIONS)
SCHEDULE VI
MAXUS ENERGY CORPORATION CONSOLIDATED ACCUMULATED DEPRECIATION AND DEPLETION
THREE YEARS ENDED DECEMBER 31, 1993 (DOLLARS IN MILLIONS)
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors of Maxus Energy Corporation
Our audits of the consolidated financial statements referred to in our report dated February 22, 1994 appearing on page 51 of the 1993 Annual Report to Stockholders of Maxus Energy Corporation (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial Statement Schedules listed in Item 14 (a)(2) of this Form 10-K. In our opinion, these Financial Statement Schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
PRICE WATERHOUSE
Dallas, Texas February 22, 1994
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
Maxus Energy Corporation
C. L. BLACKBURN By __________________________________ C. L. Blackburn Chairman, President and Chief Executive Officer
March 25, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
SIGNATURE TITLE
C. L. BLACKBURN* Chairman, President and Chief _____________________________________ Executive Officer C. L. Blackburn
M. J. BARRON* Vice President, Treasurer and Chief _____________________________________ Financial Officer (Principal M. J. Barron Financial Officer)
G. R. BROWN* Vice President and Controller _____________________________________ (Principal Accounting Officer) G. R. Brown
J. DAVID BARNES* Director _____________________________________ J. David Barnes
DARRELL L. BLACK* Director _____________________________________ Darrell L. Black
B. CLARK BURCHFIEL* Director _____________________________________ B. Clark Burchfiel
SIGNATURE TITLE
BRUCE B. DICE* Director _____________________________________ Bruce B. Dice
M. C. FORREST* Director _____________________________________ M. C. Forrest
CHARLES W. HALL* Director _____________________________________ Charles W. Hall
RAYMOND A. HAY* Director _____________________________________ Raymond A. Hay
GEORGE L. JACKSON* Director _____________________________________ George L. Jackson
JOHN T. KIMBELL* Director _____________________________________ John T. Kimbell
RICHARD W. MURPHY* Director _____________________________________ Richard W. Murphy
W. THOMAS YORK* Director _____________________________________ W. Thomas York
Lynne P. Ciuba, by signing her name hereto, does hereby sign this report on Form 10-K on behalf of each of the above-named officers and directors of the registrant pursuant to a power of attorney executed by each of such officers and directors.
LYNNE P. CIUBA *By _________________________________ Lynne P. Ciuba Attorney-in-fact March 25, 1994
Exhibit Index (exhibits filed herewith)
10.10 -Amendment effective as of January 1, 1994 to the Employee Shareholding and Investment Supplemental Benefits Plan of the Company.
10.17 -Deferred Compensation Plan for Executives of the Company, effective September 28, 1993.
12.1 -Statement re Computation of Ratios.
13.1 -Pages 25 through 59 of the 1993 Annual Report to Stockholders of the Company (such pages are incorporated by reference and are identified by reference to page numbers in the text of this report on Form 10-K).
21.1 -List of Subsidiaries of the Company.
23.1 -Consent of Independent Accountants.
24.1 -Powers of Attorney of directors and officers of the Company.