-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, G58OvNA63kIw7bvL5N9o7VfPIhHkyxQ+vCiV8gwNDh/mT78QUUm42Zf1ZLpl4+qK BTIw5v8v5h0nuDEFfR60lw== 0000950131-94-001034.txt : 19940702 0000950131-94-001034.hdr.sgml : 19940702 ACCESSION NUMBER: 0000950131-94-001034 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAXUS ENERGY CORP /DE/ CENTRAL INDEX KEY: 0000724176 STANDARD INDUSTRIAL CLASSIFICATION: 1311 IRS NUMBER: 751891531 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08567 FILM NUMBER: 94535615 BUSINESS ADDRESS: STREET 1: 717 N HARWOOD ST- RM 3147 CITY: DALLAS STATE: TX ZIP: 75201-6594 BUSINESS PHONE: 2149532000 FORMER COMPANY: FORMER CONFORMED NAME: DIAMOND SHAMROCK CORP /DE/ DATE OF NAME CHANGE: 19870518 FORMER COMPANY: FORMER CONFORMED NAME: NEW DIAMOND CORP DATE OF NAME CHANGE: 19830908 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ending December 31, 1993 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 1-8567-2 A. Full Title of the Plan: MAXUS ENERGY CORPORATION EMPLOYEE SHAREHOLDING AND INVESTMENT PLAN B. Name of the Issuer of the securities held pursuant to the Plan and the address of its principal executive office: MAXUS ENERGY CORPORATION 717 NORTH HARWOOD STREET DALLAS, TEXAS 75201 Required Information - - - - - -------------------- (a) Financial Statements. See "Index to Financial Statements" on page F-1. (b) Exhibit. The following document is an exhibit to this Form 11-K: Exhibit Number Document ------ -------- 1 - Consent of Price Waterhouse, filed herewith. EMPLOYEE SHAREHOLDING AND INVESTMENT PLAN ----------------------------------------- INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES --------------------------
Page Number ----------- Financial statements: Report of Independent Accountants F- 2 Statement of Net Assets Available for Plan Benefits at December 31, 1993 and 1992 F- 3 Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended December 31, 1993 F- 4 Notes to Financial Statements F- 5-8 Supplemental schedules: Schedule I - Investments at December 31, 1993 F- 9 Schedule II - Transactions in Excess of 5% of the Fair Market Value of the Plan Assets for the Year Ended December 31, 1993 F- 10
REPORT OF INDEPENDENT ACCOUNTANTS --------------------------------- To the Participants and Administrator of the Maxus Energy Corporation Employee Shareholding and Investment Plan In our opinion, the financial statements listed in the accompanying index present fairly, in all material respects, the net assets available for plan benefits of the Maxus Energy Corporation Employee Shareholding and Investment Plan at December 31, 1993 and 1992, and the changes in net assets available for plan benefits for the year ended December 31, 1993, in conformity with generally accepted accounting principles. 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 of these statements in accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules I and II is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Price Waterhouse PRICE WATERHOUSE Dallas, Texas June 23, 1994 F-2 MAXUS ENERGY CORPORATION EMPLOYEE SHAREHOLDING AND INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1993 ----------------------------------------------------------------------------------------- Retirement Government Maxus Money Growth & Securities Stock Equity Market Income Total Fund Fund Fund Fund Fund ----------- ----------- ------------ ---------- ------------ ------------ Investments, at market value Maxus Energy Corporation common stock (cost - $18,924,141) $12,584,714 $12,584,714 U.S. Government securities mutual fund (cost - $7,686,448) $7,736,356 $7,736,356 Equity mutual fund (cost - $7,718,158) $8,609,639 $8,609,639 Retirement money market investment (cost - $3,523,792) $3,523,792 $3,523,792 Equity growth & income fund (cost - $1,898,069) $1,994,252 $1,994,252 ----------- ----------- ------------ ----------- ------------ ------------ Net assets available for plan benefits $34,448,753 $7,736,356 $12,584,714 $8,609,639 $3,523,792 $1,994,252 =========== =========== ============ =========== ============ ============ December 31, 1992 ----------------------------------------------------------------------------------------- Retirement Government Maxus Money Growth & Securities Stock Equity Market Income Total Fund Fund Fund Fund Fund ----------- ----------- ------------ ---------- ------------ ------------ Investments, at market value Maxus Energy Corporation common stock (cost - $17,178,843) $13,281,942 $13,281,942 U.S. Government securities mutual fund (cost - $7,197,098) 7,453,017 $7,453,017 Equity mutual fund (cost - $5,593,388) 5,802,924 $5,802,924 Retirement money market investment (cost - $3,713,349) 3,713,349 $3,713,349 Equity growth & income fund (cost - $536,827) 524,097 $524,097 ----------- ----------- ------------ ----------- ------------ ------------ Net assets available for plan benefits $30,775,329 $7,453,017 $13,281,942 $5,802,924 $3,713,349 $524,097 =========== =========== ============ =========== ============ ============
The accompanying notes are an integral part of these financial statements. F-3 MAXUS ENERGY CORPORATION EMPLOYEE SHAREHOLDING AND INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1993 ----------------------------------------------------------------------------------------- Retirement Government Maxus Money Growth & Securities Stock Equity Market Income Total Fund Fund Fund Fund Fund ------------ ----------- ----------- ----------- ------------ ------------ Additions to net assets attributed to: Investment income Dividends $895,663 $797,111 $98,552 Interest 740,392 $627,895 $112,497 ------------ ----------- ------------ ----------- ------------ ------------ Total income 1,636,055 627,895 797,111 112,497 98,552 ------------ ----------- ------------ ----------- ------------ ------------ Contributions Employee 3,222,017 664,518 $688,812 1,080,822 389,463 398,402 Employer 2,551,029 2,551,029 Other 137,563 17,952 13,307 54,377 26,846 25,081 ------------ ----------- ------------ ----------- ------------ ------------ Total contributions 5,910,609 682,470 3,253,148 1,135,199 416,309 423,483 ------------ ----------- ------------ ----------- ------------ ------------ Investment changes transferred in 5,173,056 966,120 1,244,572 894,443 892,867 1,175,054 Loan payments 722,276 42,991 593,649 52,614 15,766 17,256 ------------ ----------- ------------ ----------- ------------ ------------ Total additions 13,441,996 2,319,476 5,091,369 2,879,367 1,437,439 1,714,345 ------------ ----------- ------------ ----------- ------------ ------------ Deductions from net assets attributed to: (Gain) loss on sale of investments (183,341) (41,067) (34,488) (86,190) (21,596) Change in unrealized (appreciation) depreciation in market value 1,857,678 206,010 2,442,526 (681,945) (108,913) Benefits Paid 1,655,440 273,744 686,404 328,943 276,797 89,552 Loan Distributions 1,228,928 197,554 854,443 75,172 80,730 21,029 Investment changes transferred out 5,209,867 1,399,896 1,839,712 436,672 1,269,469 264,118 ------------ ----------- ------------ ----------- ------------ ------------ Total deductions 9,768,572 2,036,137 5,788,597 72,652 1,626,996 244,190 ------------ ----------- ------------ ----------- ------------ ------------ Net increase (decrease) 3,673,424 283,339 (697,228) 2,806,715 (189,557) 1,470,155 Net assets available for plan benefits: Beginning of year 30,775,329 7,453,017 13,281,942 5,802,924 3,713,349 524,097 ------------ ----------- ------------ ----------- ------------ ------------ End of year $34,448,753 $7,736,356 $12,584,714 $8,609,639 $3,523,792 $1,994,252 ============ =========== ============ =========== ============ ============
The accompanying notes are an integral part of these financial statements. F-4 MAXUS ENERGY CORPORATION EMPLOYEE SHAREHOLDING AND INVESTMENT PLAN ----------------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- NOTE 1 - THE PLAN: - - - - - ----------------- The Maxus Energy Corporation Employee Shareholding and Investment Plan (the "Plan") is a defined contribution employee benefit plan in which most full-time salaried and full-time hourly employees of Maxus Energy Corporation (the "Corporation"), except for members of any bargaining unit which has not accepted the Plan, are eligible to participate. An employee is eligible to enroll in the Plan on the first day of the month following the date of employment. The previous description provides only general information. Participants should refer to the summary plan description or the Plan document for a more complete explanation of the Plan's provisions. NOTE 2 - ACCOUNTING POLICIES: - - - - - ---------------------------- Basis of Accounting - The accompanying financial statements have been prepared on the accrual basis of accounting. The trustee holds and manages the funds and distributes cash and stock to the Plan participants. The assets of the Government Securities Fund, the Equity Fund, the Retirement Money Market Fund and the Growth & Income Fund are invested in separate funds managed by independent registered investment advisors. Valuation of Investments - Investments are valued at current value based on quoted market prices. Net market appreciation or depreciation of the investments is reflected in the statement of changes in net assets available for plan benefits. The gains or losses on forfeitures are determined by comparing the current value of the Plan amounts forfeited with their average cost. Calculation of Investment Gains and Losses - The realized (gain) loss on sale of investments as reported in the statement of changes in net assets available for plan benefits is calculated based on historical cost. Net unrealized (appreciation) depreciation on investments as reported in the statement of changes in net assets available for plan benefits represents the net change in market value of securities held during the year, with adjustments for securities sold. Forfeitures- A participant forfeits any non-vested employer contributions upon termination of employment for reasons other than retirement, death or disability. Forfeitures are utilized to reduce the Corporation's matching contributions and were immaterial for 1993. F-5 Under ERISA guidelines, and for Form 5500 reporting purposes, the (gain) loss on the sale of investments and (appreciation) depreciation on investments is calculated on a current value basis rather than the historical cost basis as described above. This results in a difference between the amounts reported on Form 5500 compared to the statement of changes in net assets available for plan benefits included herein. Under ERISA guidelines, the (gain) loss on sale of investments and (appreciation) depreciation on investments were as follows for the year ended December 31, 1993:
Government Maxus Growth & Securities Stock Equity Income Total Fund Fund Fund Fund ------------ ---------- ----------- ---------- ----------- (Gain) loss on sale of investments $(801,813 ) $ 333 $ (677,896) $ (87,538) $( 36,712) Unrealized (appreciation) depreciation on investments 2,476,150 164,610 3,085,934 (680,596) (93,798 )
Participants Loans - Loans outstanding aggregating $2,264,155 and $1,638,483 at December 31, 1993 and 1992, respectively, and bearing interest at a bank's prime rate, are not included in the statement of net assets available for plan benefits. A participant may obtain a loan from all of his accounts. Both the principal and interest portions of the repayments are credited to the accounts from which the loan proceeds were obtained in the same proportion as the proceeds were obtained. Expenses - Administrative expenses of the Plan are paid by the Corporation. - - - - - -------- NOTE 3 - PLAN PARTICIPATION AND WITHDRAWALS: - - - - - ------------------------------------------- There were approximately 910 participants (875 in 1992) contributing to the Plan at December 31, 1993. A participating employee may invest his contributions in multiples of five percent in one or more of the following active funds: the Government Securities Fund, the Maxus Stock Fund, the Equity Fund, the Retirement Money Market Fund and the Growth & Income Fund. Participants with balances in the various funds were as follows:
December 31, ------------ 1993 1992 ----- ----- Government Securities Fund 622 622 Maxus Stock Fund 981 918 Equity Fund 646 563 Retirement Money Market Fund 439 484 Growth & Income Fund 300 129
F-6 The Corporation contributes an amount equal to a participant's contribution, limited to a maximum of six percent of the participant's base pay. This matching contribution can be made in cash or in the Corporation's common stock. The number of common shares contributed, if the latter selection is made, is based upon the market price of the stock on the day preceding the contribution. Matching contributions were made in the Corporation's common stock in 1992 and 1993. Participating employees receive a lump sum payment of all vested contributions upon retirement, disability, death or termination. Also, participating employees may make a withdrawal from their participant after-tax accounts and their vested employer contributed accounts at the end of any month. If a participant makes such a withdrawal, one year must elapse before another can be made. NOTE 4 - VESTED INTEREST IN PLAN EQUITY: - - - - - --------------------------------------- Plan participants are vested at all times in their employee contributed accounts. Vesting of employer contributions to a participant's account is achieved upon five years of service. In the event of retirement, death or disability, the participant immediately becomes fully vested. In addition, in the event the Plan is terminated or partially terminated, employer contributions are discontinued, or a subsidiary of the Corporation terminates its participation in the Plan, the affected participants' employer contributed accounts will become fully vested. If a participant's employment is terminated by the Corporation or if a participant voluntarily terminates employment within 30 days after being required to assume less pay, less responsibility or a lower job classification or to move more than 20 miles to a new workplace anytime during a two-year period following a change in control of the Corporation, the participant's employer contributed accounts will become non-forfeitable and fully vested. During 1993, participants withdrew $576,288 in vested employer contributions. NOTE 5 - INCOME TAXES: - - - - - --------------------- Management believes that the plan is qualified under section 401(a) and 401(k) of the Internal Revenue Code and therefore is exempt from taxation under section 501(c). The Internal Revenue Service granted a favorable letter of determination to the plan in August of 1986. Employees participating in the plan are taxed at the time of distribution on the amount on which applicable taxes have not been paid. Management is unaware of any variations in the operations of the Plan from the terms of the Plan documents as amended. Management believes the Plan is qualified under the applicable sections of the Internal Revenue Code and ERISA. The Plan has complied with the fidelity bonding requirements of ERISA. F-7 NOTE 6 - UNREALIZED (APPRECIATION) DEPRECIATION IN MARKET VALUE: - - - - - ---------------------------------- The unrealized (appreciation) depreciation in the market value of investments during the year ended December 31, 1993 was as follows:
Market Value Less (Greater) than Cost ------------------------------------------------------------- Government Maxus Growth & Securities Stock Equity Income Total Fund Fund Fund Fund ----------- ---------- ----------- ----------- ---------- Unrealized (appreciation) depreciation at: January 1, 1993 $3,444,177 (255,919) 3,896,901 (209,536) $ 12,730 December 31, 1993 5,301,854 (49,908) 6,339,427 (891,481) $ (96,183) ----------- --------- ----------- ---------- --------- 1993 change in unrealized (appreciation) depreciation in market value $1,857,677 $ 206,011 $2,442,526 $(681,945) $(108,913) =========== ========= =========== ========== =========
The market price per share of the Corporation's common stock at December 31, 1993 and 1992 used in the above table for the Maxus Stock Fund was $5-1/2 and $6-5/8, respectively. Note 7 - CONTINGENCIES: - - - - - ---------------------- The Plan has been named as a defendant in a lawsuit brought by former Plan participants who claim they are entitled to certain forfeited benefits due to an alleged partial termination of the Plan. It is believed that this lawsuit is without merit and will not pose a significant liability to the Plan. F-8 SCHEDULE I ---------- MAXUS ENERGY CORPORATION EMPLOYEE SHAREHOLDING AND INVESTMENT PLAN ----------------------------------------- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES ----------------------------------------------- DECEMBER 31, 1993 -----------------
Name of Issuer and Number of Current Title of Issue Shares Cost Value (a) ------------------ --------- ----------- ----------- GOVERNMENT SECURITIES FUND - - - - - -------------------------- Fidelity Income Fund - Ginnie Mae Portfolio 712,372 $ 7,686,448 $ 7,736,356 =========== =========== MAXUS STOCK FUND - - - - - ---------------- Maxus Energy Corporation Common Stock 2,288,130 $18,924,141 $12,584,714 =========== =========== EQUITY FUND - - - - - ----------- Fidelity Magellan Fund 121,519 $ 7,718,158 $ 8,609,639 =========== =========== MONEY MARKET FUND - - - - - ----------------- Fidelity Money Market Trust - Retirement Money Market Portfolio 3,523,792 $ 3,523,792 $ 3,523,792 =========== =========== GROWTH & INCOME FUND - - - - - -------------------- Fidelity Growth & Income Portfolio 89,750 $ 1,898,069 $ 1,994,252 =========== ===========
(a) Current value represents closing prices at December 31, 1993. F-9 SCHEDULE II ----------- MAXUS ENERGY CORPORATION EMPLOYEE SHAREHOLDING AND INVESTMENT PLAN ----------------------------------------- SCHEDULE OF REPORTABLE TRANSACTIONS ----------------------------------- AS OF DECEMBER 31, 1993 -----------------------
Number of Total Total Transactions Name of Issuer and Purchase Selling ----------------- Net Title of Issue Price Price Purchases Sales (Gain)/Loss ------------------ ---------- ---------- --------- ----- ----------- GOVERNMENT SECURITIES FUND - - - - - -------------------------- Fidelity Income Fund - Ginnie Mae Portfolio $2,319,476 $1,871,194 146 94 $(41,067) ========== ========== ======== MAXUS STOCK FUND - - - - - ---------------- Maxus Energy Corporation Common Stock $5,150,977 $3,440,168 110 65 $(34,488) ========== ========== ======== EQUITY FUND - - - - - ----------- Fidelity Magellan Fund $2,879,368 $ 840,787 131 59 $(86,190) ========== ========== ======== RETIREMENT MONEY MARKET FUND - - - - - ---------------------------- Fidelity Money Market Trust - Retirement Money Market Portfolio $1,437,439 $1,626,997 121 111 $ 0 ========== ========== ======== GROWTH & INCOME FUND - - - - - -------------------- Fidelity Growth & Income Portfolio $1,714,345 $ 374,699 122 32 $(21,596) ========== ========== ========
F-10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Maxus Energy Corporation Employee Benefits Committee has duly caused this annual report to be signed on behalf of the Maxus Energy Corporation Employee Shareholding And Investment Plan by the undersigned hereunto duly authorized. June 24, 1994 MAXUS ENERGY CORPORATION EMPLOYEE SHAREHOLDING AND INVESTMENT PLAN By: MAXUS ENERGY CORPORATION EMPLOYEE BENEFITS COMMITTEE By: David O. Smith ----------------------------- David O. Smith, Secretary 69411k-3 EXHIBIT INDEX The following document is an exhibit to this Form 11-K: Exhibit Number Document - - - - - ------ -------- 1 Consent of Price Waterhouse, filed herewith. 69411k-4 EXHIBIT 1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 33-28353 and 33-55918), and any existing amendments thereto, of Maxus Energy Corporation Employee Shareholding and Investment Plan of our report dated June 23, 1994 appearing on Page F-2 of this Form 11-K for the year ended December 31, 1993. Price Waterhouse PRICE WATERHOUSE Dallas, Texas June 23, 1994 pw.pg -----END PRIVACY-ENHANCED MESSAGE-----