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EXHIBIT 23.6
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[XXXXXXX, XXXXX & CO. LETTERHEAD]
PERSONAL AND CONFIDENTIAL
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November 17, 1998
Board of Directors
Oryx Energy Company
00000 Xxxx Xxxx
Xxxxxx, XX 00000-0000
Re: Registration Statement on Form S-4 of Xxxx-XxXxx Corporation, filed with
the Securities and Exchange Commission on November 17, 1998, relating to
Common Stock, par value $1.00 per share, of Xxxx-XxXxx Corporation issuable
to holders of Common Stock, par value $1.00 per share, of Oryx Energy
Company in the proposed merger of Oryx Energy Company into Xxxx-XxXxx
Corporation
Ladies and Gentlemen:
Reference is made to our opinion letter dated October 14, 1998 with respect to
the fairness from a financial point of view to the holders of the outstanding
shares of Common Stock, par value $1.00 per share (the "Oryx Common Stock"), of
Oryx Energy Company ("Oryx") of the exchange ratio of one share, after giving
effect to the Reverse Split (as defined therein), of Common Stock, par value
$1.00 per share (the "Company Common Stock"), of Xxxx-XxXxx Corporation
("Xxxx-XxXxx") to be received for each share of Oryx Common Stock (the
"Exchange Ratio") pursuant to the Agreement and Plan of Merger, dated as of
October 14, 1998, between Xxxx-XxXxx and Oryx (the "Agreement").
The foregoing opinion letter is provided for the information and assistance of
the Board of Directors of Oryx in connection with its consideration of the
transaction contemplated therein and is not to be used, circulated, quoted or
otherwise referred to for any other purpose nor is it to be filed with,
included in or referred to, in whole or in part, in any registration statement,
proxy statement or any other document, except in accordance with our prior
written consent. We understand that the Company has determined to include our
opinion in the above-referenced Registration Statement.
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Oryx Energy Company
November 17, 1998
Page Two
In that regard, we hereby consent to the reference to the opinion of our Firm
under the captions "Summary; Opinions of Financial Advisors," "Background of
the Merger," "Oryx's Reasons for Merger; Recommendations of the Board of
Directors of Oryx" and "Opinion of Xxxx's Financial Advisor" and to the
inclusion of the foregoing opinion in the Joint Proxy Statement/Prospectus
included in the above-mentioned Registration Statement. In giving such consent,
we do not thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933 or the rules
and regulations of the Securities and Exchange Commission thereunder.
Notwithstanding the foregoing, it is understood that our consent is being
delivered solely in connection with the filing of the above-mentioned version
of the Registration Statement and that our opinion is not to be used,
circulated, quoted or otherwise referred to for any other purpose, nor is it to
be filed with, included in or referred to in whole or in part in any
registration statement (including any subsequent amendments to the
above-mentioned Registration Statement), proxy statement or any other document,
except in accordance with our prior written consent.
Very truly yours,
/s/ XXXXXXX, XXXXX & CO.
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(XXXXXXX, XXXXX & CO.)
