ITEM 3. LEGAL PROCEEDINGS
Three federal securities actions were brought against the Company and certain of its senior officers in the United States District Court for the Northern District of Texas in 1992. These actions, now consolidated, purport to be brought on behalf of a class of open market purchasers of the Common Stock during the period October 3, 1991, through June 4, 1992. The plaintiffs allege that the Company made false and misleading statements about its financial prospects and, in particular, about its intentions to continue paying dividends at the same level as in the past. Plaintiffs claim violations of Section 10(b) of the Securities Exchange Act of 1934 and related provisions. The consolidated complaint seeks damages for alleged market losses in an unquantified amount. Management believes that the claims have no merit and will defend against them vigorously.
The Company is involved in a number of legal and administrative proceedings arising in the ordinary course of its oil and gas business. Although the ultimate outcome of these proceedings cannot be ascertained at this time, it is reasonably possible that some of the proceedings could be resolved unfavorably to the Company. Management of the Company believes that any liabilities which may arise would not be material in relation to its financial position at December 31, 1994. The Company intends to maintain liability and other insurance of the type customary in the oil and gas business with such coverage limits as the Company deems prudent.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
On May 5, 1994, the Annual Meeting of Shareholders of Oryx Energy Company was held to vote on proposals as follows:
(a) To elect three directors to Class III of the Company's Board of Directors.
(b) To approve the appointment of Coopers & Lybrand L.L.P. as independent accountants for the fiscal year 1994.
EXECUTIVE OFFICERS
The following table sets forth information as to the Company's executive officers. All officers of the Company hold their offices at the pleasure of the Board of Directors.
PART II
ITEM 5.
ITEM 5. MARKET FOR ORYX ENERGY COMPANY COMMON STOCK AND RELATED SECURITY HOLDER MATTERS
Market for Oryx Energy Company Common Stock and Related Security Holder Matters on page 48 of the Company's 1994 Annual Report to Shareholders is incorporated herein by reference. The market exchange on which the Company's stock is traded is listed on the cover page of this Form 10-K Annual Report.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is incorporated herein by reference to page 17 of the Company's 1994 Annual Report to Shareholders.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by this item is incorporated herein by reference to pages 12-16 of the Company's 1994 Annual Report to Shareholders.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following information in the Company's 1994 Annual Report to Shareholders is incorporated herein by reference: the Consolidated Financial Statements on pages 18-21; the Notes to Consolidated Financial Statements on pages 22-40; the Report of Independent Accountants on page 41; and the Supplementary Financial and Operating Information (Unaudited) on pages 42-46.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information on directors required by this Item is incorporated herein by reference to the section entitled "Election of Directors" on pages 3-6 of the Company's definitive Proxy Statement dated March 22, 1995.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference to the section entitled "Executive Compensation" on pages 9-11 of the Company's definitive Proxy Statement dated March 22, 1995.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated herein by reference to sections entitled "Security Ownership of Certain Beneficial Owners" on pages 2-3 and "Security Ownership of Management" on page 8 of the Company's definitive Proxy Statement dated March 22, 1995.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated herein by reference to the section entitled "Certain Transactions and Relationships" on page 16 of the Company's definitive Proxy Statement dated March 22, 1995.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
1. Consolidated Financial Statements: The information in the Company's 1994 Annual Report to Shareholders as described in Item 8 is incorporated herein by reference.
Other schedules and separate financial statements of unconsolidated subsidiaries are omitted because the information is shown elsewhere in this report, is not required or is not applicable.
2. Exhibits:
(b) Reports on Form 8-K:
The Company did not file any reports on Form 8-K during the quarter ended December 31, 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. ORYX ENERGY COMPANY
By: /s/ EDWARD W. MONEYPENNY
-------------------------------------- EDWARD W. MONEYPENNY EXECUTIVE VICE PRESIDENT, FINANCE, CHIEF FINANCIAL OFFICER, AND DIRECTOR Date: March 22, 1995
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.