FORM 10-K SECURITIES AND EXCHANGE COMMISSION (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ________ to ________ Commission file number: 0-10156 Cairn Energy USA, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation ororganization) 8235 Douglas Avenue, Suite 1221 Dallas, Texas (Address of principal executive offices) 23-2169839 (I.R.S. Employer Identification No.) 75225 (Zip Code) Registrant's telephone number, including area code: Title of each class None Name of each exchange on which registered Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, par value $0.01 per share (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. As of February 29, 1996, 17,557,821 shares of common stock of the registrant were issued and outstanding. The aggregate market value of the voting stock held by non-affiliates of the registrant as of February 29, 1996, was $160.7 million, based upon the closing sales price of the registrant's common stock on such date of $10.875 per share on the Nasdaq National Market as reported by The Wall Street Journal. For purposes of this computation, all executive officers, directors and 10 %stockholders are deemed to be affiliates. Such a determination should not be deemed an admission that such executive officers, directors or 10% stockholders are affiliates. DOCUMENTS INCORPORATED BY REFERENCE The registrant's definitive proxy statement in connection with the Annual Meeting of Stockholders scheduled to be held May 22, 1996, to be filed with the Commission pursuant to Regulation 14A, is incorporated by reference to Part III of this report. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized. CAIRN ENERGY USA, INC. (Registrant) Date: March 4, 1996 By: /s/ Michael R. Gilbert Michael R. Gilbert, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Office Date /s/ Michael R. Gilbert Michael R. Gilbert President and Chief Executive Officer and D i r e c t o r (Principal March 4, 1996 /s/ J.M.M. Sutherland J. M. M. Sutherland Senior Vice President, Chief Financial Officer, Treasurer and D i r e c t o r March 11, 1996 /s/ A. Allen Paul A. Allen Paul V i c e President Finance (Principal Accounting Officer) March 4, 1996 /s/ Jack O. Nutter Jack O. Nutter, II Director March 4, 1996 William B. B. Gammell Director /s/ Michael E. McMahon Michael E. McMahon Director March 4, 1996 /s/ John C. Halsted John C. Halsted Director March 4, 1996 Signature Office Date /s/ Daniel Robins R. Daniel Robins Director March 4, 1996