BARNWELL INDUSTRIES, INC.
Notice of Annual Meeting of Stockholders
To the Stockholders of
BARNWELL INDUSTRIES, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
BARNWELL INDUSTRIES, INC., a Delaware corporation, will be held on March 9,
1998, at 9:30 A.M., Central Standard Time, at the Sheraton Shreveport Hotel,
1419 East 70th Street, Shreveport, Louisiana, for the purpose of considering and
acting upon:
(1) The election of a Board of Directors to serve until the next
Annual Meeting of Stockholders and until their successors shall have been
elected and qualified; and
(2) Any and all other business which may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on January 12,
1998, are entitled to notice of and to vote at this meeting or any adjournment
thereof. The Company's Annual Report to Stockholders for the fiscal year ended
September 30, 1997, which includes consolidated financial statements, is
enclosed herewith.
We will be pleased to have you attend the meeting. However, if you are
unable to do so, please sign and return the enclosed Proxy in the enclosed
addressed envelope.
By Order of the Board of Directors
/s/ Alexander C. Kinzler
ALEXANDER C. KINZLER
Secretary
Dated: January 22, 1998
2
<PAGE>
BARNWELL INDUSTRIES, INC.
SUITE 2900
1100 ALAKEA STREET
HONOLULU, HAWAII 96813
PROXY STATEMENT
SOLICITATION AND REVOCATION OF PROXIES
The accompanying Proxy is solicited by the Board of Directors of
Barnwell Industries, Inc., a Delaware corporation (the "Company"), and the
Company will bear the cost of such solicitation. Solicitation of proxies will be
primarily by mail. Proxies may also be solicited by regular employees of the
Company by telephone at a nominal cost. Brokerage houses and other custodians,
nominees and fiduciaries will be requested to forward soliciting material to the
beneficial owners of Common Stock and will be reimbursed for their expenses. All
properly executed proxies will be voted as instructed.
Stockholders who execute proxies may revoke them by delivering
subsequently dated proxies or by giving written notice of revocation to the
Secretary of the Company at any time before such proxies are voted. No proxy
will be voted if the stockholder attends the meeting and elects to vote in
person.
This Proxy Statement and the accompanying Form of Proxy are first being
sent to stockholders on or about January 22, 1998.
VOTING AT THE MEETING
Only stockholders of record at the close of business on January 12,
1998, will be entitled to vote at the annual meeting and any adjournment
thereof. As of the record date, 1,322,052 shares of common stock, par value
$0.50, of the Company (the "Common Stock") were issued and outstanding. Each
share of Common Stock outstanding as of the record date is entitled to one vote
on any proposal presented at the meeting. With respect to abstentions, the
shares will be considered present at the meeting for a particular proposal, but
since they are not affirmative votes for the proposal, they will have the same
effect as a vote withheld on the election of directors or a vote against such
other proposal, as the case may be. If a broker indicates on the proxy that it
does not have discretionary authority as to certain shares to vote on a
particular proposal, those shares will not be considered as present at the
meeting and will not be entitled to vote in respect of that proposal.
ELECTION OF DIRECTORS
At the meeting all ten directors of the Company are proposed to be
elected, each elected director to hold office until the next annual meeting and
until his successor is elected and qualified. The persons named as proxies in
the enclosed Proxy are executive officers of the Company and, unless contrary
instructions are given, they will vote the shares represented by the Proxy for
the election to the Board of Directors of the persons named below. The election
of directors will require a plurality vote of the Company's stockholders present
at the meeting. The Board of Directors has no reason to believe that any of the
nominees for the office of Director will be unable to serve; however, in the
event any of the nominees should withdraw or otherwise become unavailable for
reasons not presently known, the persons named as proxies will vote for other
persons in place of such nominees.
3
<PAGE>
<TABLE>
<CAPTION>
DIRECTORS AND NOMINEES TO THE BOARD OF DIRECTORS
The following table sets forth as to the directors and nominees for
election: (1) such person's name; (2) the year in which such person was first
elected a director of the Company; (3) such person's age; (4) all positions and
offices with the Company held by such person; (5) the business experience of
such person during the past five years; and (6) certain other directorships, if
any, held by such person.
Director All other Present Positions with
Name Since Age the Company and Principal Occupations
- -------------------------------- ----------- ------- --------------------------------------------------------------
<S> <C> <C> <C>
Morton H. Kinzler 1956 72 Chairman of the Board of the Company since 1980, President
and Chief Executive Officer since 1971. Mr. Kinzler is the
father of Alexander C. Kinzler, Vice President and Secretary
of the Company.
Alan D. Hunter 1977 60 Partner, Code Hunter Wittmann, Calgary, Alberta (attorneys).
H. Whitney Boggs, Jr. 1977 70 Surgeon
Erik Hazelhoff-Roelfzema 1977 80 Investor
William C. Warren 1980 87 Dean Emeritus, Columbia University School of Law, and
private practice of law, New York, New York; Director,
C.S.S. Industries, Inc. (producer of paper products and
forms); Sterling National Bank and Trust Co.; Sterling
Bancorp; and Guardian Life Insurance Company of America.
Daniel Jacobson 1981 69 Partner, Richard A. Eisner & Company, LLP, New York, New
York (Accountants and Consultants), since June 1, 1994;
Partner, Shulman, Jacobson & Co., New York, New York
(Certified Public Accountants) and an independent consultant
between December 1, 1990 and May 31, 1994.
Martin Anderson 1985 74 Partner, Goodsill Anderson Quinn & Stifel, Honolulu, Hawaii
(attorneys); Member, Executive Committee of the Board of
Overseers, Hoover Institution, Stanford University; Trustee,
Hawaii Pacific University; and Director, Bishop Street Funds.
Barry E. Emes 1987 52 Partner, Stikeman, Elliott, Calgary, Alberta (attorneys);
Director, Prime West Energy Inc.
Glenn Yago, Ph. D. 1990 47 Director of Capital Studies/Senior Economist, Milken
Institute, since August, 1996; Professor, Baruch College -
City University of New York Graduate School between
September, 1994 and September, 1996; Director, Economic
Research Bureau, and associate professor of management,
State University of New York - Stony Brook, for the prior 5
years; Director, American Passage Media Corporation
(targeted media and publishing) and Media Passage Holdings,
Inc. (diversified media).
Murray C. Gardner, Ph. D. 1996 65 Independent consultant and investor since October 1, 1995;
Director, Geothermex, Inc. (geothermal exploration and
development services) and an independent consultant and
investor between October 1, 1994 and September 30, 1995;
Director, Executive Vice President and Treasurer,
Geothermex, Inc., for the prior 5 years.
</TABLE>
4
<PAGE>
The Board of Directors has a standing Compensation Committee, a
standing Audit Committee, and a standing Executive Committee. It has no standing
nominating committee. The members of the Compensation Committee are Mr. Warren,
Chairman, and Messrs. Hunter, Jacobson, Anderson, and Kinzler, with Mr. Kinzler
being a non-voting member. The Compensation Committee determines the annual
compensation of the Company's senior officers, recommends, if appropriate, new
employee benefit plans to the Board of Directors, administers all employee
benefit plans and makes determinations in connection therewith as may be
necessary or advisable. During the fiscal year ended September 30, 1997, the
Compensation Committee held one meeting.
The members of the Audit Committee are Mr. Jacobson, Chairman, and
Messrs. Emes, Yago and Kinzler, with Mr. Kinzler being a non-voting member. The
Audit Committee recommends the independent accountants appointed by the Board of
Directors to audit the consolidated financial statements of the Company, and
reviews with such accountants the scope of their audit and report thereon,
including any questions and recommendations that may arise relating to such
audit and report or the Company's internal accounting and auditing procedures.
It also reviews periodically the performance of the Company's accounting and
financial personnel. During the fiscal year ended September 30, 1997, the Audit
Committee held one meeting.
The members of the Executive Committee are Mr. Kinzler, Chairman, and
Messrs. Anderson, Hazelhoff-Roelfzema, and Warren. The Executive Committee
is empowered to exercise all of the authority of the Board of Directors,
except for certain items enumerated in the Company's By-Laws. During the
fiscal year ended September 30, 1997, the Executive Committee held no
meetings.
The Board of Directors held two meetings during the fiscal year ended
September 30, 1997. Other than Mr. Hunter, who attended one Board meeting and
one Compensation Committee meeting, all directors attended all meetings of the
Board of Directors and of the Committees of the Board on which he served.
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth the names and ages of all executive
officers of the Company, their positions and offices with the Company and the
period during which each has served.
Name Age Position with the Company
- ---- --- -------------------------
<S> <C> <C>
Morton H. Kinzler (1) 72 Chairman of the Board since 1980 and President and
Chief Executive Officer since 1971.
Russell M. Gifford 43 Executive Vice President since December 1997,
Treasurer since November 1986 and Chief Financial
Officer since August 1985. Served as Vice President
of the Company from March 1985 to December 1997.
Alexander C. Kinzler (1) 39 Executive Vice President since December 1997 and
Secretary since November 1986. Served as Vice
President of the Company from November 1986
to December 1997.
5
<PAGE>
Martin L. Jokl 42 Vice President and Director of Research since
November 1986.
<FN>
(1) Alexander C. Kinzler is the son of Morton H. Kinzler
</FN>
</TABLE>
EXECUTIVE COMPENSATION
<TABLE>
<CAPTION>
Summary Compensation Table
The following summary compensation table sets forth the annual
compensation paid or accrued by the Company to the Chief Executive Officer and
to executive officers whose annual compensation exceeded $100,000 for the fiscal
year ended September 30, 1997 (collectively the "Named Executive Officers") for
services during the fiscal years ended September 30, 1997, 1996 and 1995:
Annual Compensation
-----------------------------------------------
Other
Annual
Name and Compen-
Principal Position Year Salary Bonus sation
---------------------------------- --------- -------------- ------------ ------------
<S> <C> <C> <C> <C>
Morton H. Kinzler 1997 $300,000 $40,000 $12,497
Chairman of the Board, 1996 300,000 60,000 7,290
President and Chief 1995 300,000 -
Executive Officer
Russell M. Gifford 1997 176,250 25,000
Executive Vice President, 1996 171,250 20,000
Chief Financial Officer and 1995 163,750 5,000
Treasurer
Alexander C. Kinzler 1997 173,750 25,000
Executive Vice President 1996 168,750 20,000
and Secretary 1995 161,250 5,000
Martin L. Jokl 1997 158,750 -
Vice President and 1996 153,750 20,000
Director of Research 1995 148,750 5,000
</TABLE>
Directors who are not officers of the Company receive an annual fee of
$7,500 and are reimbursed for expenses incurred with respect to meeting
attendance. The Chairmen of the Compensation and Audit Committees receive an
additional $7,500 annual fee. The members of the Executive and Compensation
Committees, other than the Chairmen, receive an additional $1,250 annual fee.
The members of the Audit Committee, other than the Chairman, receive an
additional $3,750 annual fee. In lieu of payment of such fees to Mr.
Hazelhoff-Roelfzema, the Company reimburses him for certain expenses incurred in
connection with his service as a director.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
6
<PAGE>
<TABLE>
<CAPTION>
The following table sets forth information related to the number of
shares of Common Stock acquired during the fiscal year ended September 30, 1997
by the Named Executive Officers pursuant to the exercise of stock options, the
value realized by the Named Executive Officers on exercise of such stock options
and the number and value of unexercised stock options held by the Named
Executive Officers at the end of the fiscal year ended September 30, 1997:
Number of Value of
Securities Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Shares September 30, 1997 September 30, 1997
Acquired on Value ------------------ ------------------
Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
------------ ------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
Morton H. Kinzler ---- ---- - / - - / -
Russell M. Gifford ---- ---- 17,500/ - $73,438/ -
Alexander C. Kinzler ---- ---- 8,000/12,000 - / -
Martin L. Jokl ---- ---- 6,500/ - $8,813/ -
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In November, 1996, the Company, through a wholly-owned subsidiary,
entered into an agreement with KEP Energy Resources, LLC, for the exploration
and development of certain oil and gas properties located in northwestern
Michigan ("Michigan Basin Prospect"). The Company's participation in the
Michigan Basin Prospect was conditioned upon the Company purchasing more than a
5% interest in the prospect. The Board of Directors determined, however, that it
would not be financially prudent for the Company to purchase more than a 5%
interest in the Michigan Basin Prospect. Therefore, in order to enable the
Company to invest in the prospect, the Company entered into a joint venture
agreement with investors, including certain executive officers, directors and
beneficial owners of more than 5% of the Company's Common Stock ("Affiliated
Participants"), who paid a total of $1,575,000 for interests in the Michigan
Basin Prospect. The Company then acquired a 12.5% interest in the prospect
(although it could have acquired a substantially greater interest) and committed
to an exploratory program for an investment of approximately $2,625,000, and
allocated 60% of the Company's 12.5% interest to the investors, including the
Affiliated Participants. The investors, including the Affiliated Participants,
acquired their interests in the Michigan Basin Prospect through the Company, at
the same price and upon terms substantially the same and no more favorable than
those under which the Company acquired its interest in the Michigan Basin
Prospect, except that after the investors, including the Affiliated
Participants, receive a return of their entire investment ("Payout"), 30% of
their interest in the Michigan Basin Prospect will revert to the Company (see
table below).
7
<PAGE>
In fiscal 1997, one new well was drilled and seven existing well bores
were re-entered with the goal of producing natural gas. In September, 1997, the
venture raised approximately $900,000, of which $378,000 came from the Company
and $522,000 came from investors, including the Affiliated Participants, through
the exercise of a cash call. Additional funds for the venture may be raised in
the future from the investors through the exercise of subsequent cash calls.
Failure by an investor to respond to a cash call could result in a reduction of
such investor's interest in the Michigan Basin Prospect. In October and November
1997, work began on a new natural gas exploration program in the Michigan Basin
Prospect. The new program contemplates the drilling of three horizontal oil
wells and the re-entry of four well bores for natural gas development.
<TABLE>
<CAPTION>
Set forth below is the name, position with the Company, amount of
initial investment, fiscal 1997 investment and pre-Payout and post-Payout
interest in the Michigan Basin Prospect of each Affiliated Participant:
Positions with the Company (and
percentage of Common Stock
beneficially owned if a more than Initial Fiscal 1997 Interest
Name 5% stockholder) Investment Investment in Venture
- ----------------------- ------------------------------------ -------------- --------------- ----------------------
<S> <C> <C> <C> <C> <C>
Morton H. Kinzler Chairman of the Board, President, $131,250 $45,000 .625% pre-Payout
Chief Executive Officer and .4375% post-Payout
Director; 17.0% stockholder
Alexander C. Kinzler(1) Executive Vice President $52,500 $18,000 .250% pre-Payout
and Secretary .1750% post-Payout
Martin L. Jokl Vice President and Director of $78,750 $27,000 .375% pre-Payout
Research .2625% post-Payout
Cynthia M. Grillot(2) Assistant Vice President $78,750 $27,000 .375% pre-Payout
.2625% post-Payout
Martin Anderson Director; 7.4% stockholder $131,250 $45,000 .625% pre-Payout
.4375% post-Payout
Joseph E. Magaro 15.1% stockholder $131,250 $45,000 .625% pre-Payout
.4375% post-Payout
R. David Sudarsky 8.6% stockholder $131,250 $45,000 .625% pre-Payout
.4375% post-Payout
<FN>
(1) Alexander C. Kinzler is the son of Morton H. Kinzler.
(2) Cynthia M. Grillot is the daughter of Morton H. Kinzler.
</FN>
8
<PAGE>
</TABLE>
In June, 1995, the Company issued $2,000,000 of convertible notes due
July 1, 2003 for an aggregate price of $2,000,000. $400,000 of such notes were
purchased by Mr. Morton H. Kinzler, President, Chief Executive Officer and
Chairman of the Board of Directors of the Company, $200,000 were purchased by
Mr. Martin Anderson, a director of the Company, $200,000 were purchased by Dr.
Joseph E. Magaro, a 15.1% shareholder of the Company, $100,000 were purchased by
Dr. R. David Sudarsky, an 8.6% shareholder of the Company, and $1,000,000 were
purchased by Ingalls and Snyder, a 10.3% shareholder of the Company. See
"Security Ownership of Certain Beneficial Owners and Management", below. The
notes are payable in 20 consecutive equal quarterly installments beginning in
October 1998. Interest is payable quarterly at an initial rate of 10% per annum
until October 1, 1995, after which the interest rate will be adjusted quarterly
to the greater of 10% per annum or 1% over the prime rate of interest.
Throughout fiscal year 1997, the notes bore interest at the rate of 10% per
annum. The notes are convertible into shares of Common Stock at a price of
$20.00 per share, subject to adjustment for certain events including a stock
split of, or stock dividend on, the Common Stock. The notes are redeemable, at
the option of the Company, at any time after July 1, 1997 at premiums declining
1% annually from 5% to 0% of the principal amount of the notes.
The Company is contingently liable for a demand loan made by a Canadian
bank to Dr. Joseph E. Magaro, a 15.1% shareholder of the Company, in the amount
of $100,000 in connection with the development of certain oil and gas properties
in Canada in which he participated. The loan is secured by Dr. Magaro's interest
in those oil and gas properties, the value of which, in the Company's opinion,
far exceeds the amount of the loan. The annual rate of interest currently
applicable to this loan is 6.40625%.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
<TABLE>
<CAPTION>
The following table sets forth information as of December 5, 1997, with
respect to the beneficial ownership of the Common Stock, the sole voting
security of the Company, by (i) each person known to the Company who
beneficially owns more than 5% of the Common Stock, (ii) each director and
nominee of the Company, (iii) the Named Executive Officers and (iv) all
directors and executive officers of the Company as a group.
Amount and Nature of Percent
Name and Address of Beneficial Owner Beneficial Ownership (1) of Class
- ------------------------------------------------------------------------------ ---------------------------- ------------
<S> <C> <C> <C>
Joseph E. Magaro 401 Riversville Road 220,510 (2) 15.1%
Greenwich, Connecticut
R. David Sudarsky 3050 North Ocean Boulevard 126,100 (3) 8.6%
Ft. Lauderdale, Florida
Morton H. Kinzler 1100 Alakea Street, Suite 2900 246,460 (4) 17.0%
Honolulu, Hawaii
9
<PAGE>
<FN>
(1) A person is deemed to be the beneficial owner of securities that such
person can acquire as of and within the 60 days following the date of this table
upon the exercise of options or rights of conversion. Each beneficial owner's
percentage of ownership is determined by assuming that options or conversion
rights that are held by such person (but not those held by any other person) and
which are exercisable as of and within 60 days following the date of this table
have been exercised. For purposes of the footnotes that follow, "currently
exercisable" means options that are exercisable as of and within 60 days
following the date of this table and currently convertible means conversion
rights that are exercisable as of and within 60 days following the date of this
table. Except as indicated in the footnotes that follow, shares listed in the
table are held with sole voting and investment power.
(2) Includes a note in the principal amount of $200,000 that is currently
convertible into 10,000 shares of Common Stock at a conversion price of $20.00
per share.
(3) Includes a note in the principal amount of $100,000 that is currently
convertible into 5,000 shares of Common Stock at a conversion price of $20.00
per share.
(4) Includes (i) a note in the principal amount of $400,000 that is
currently convertible into 20,000 shares of Common Stock at a conversion price
of $20.00 per share, and (ii) 11,000 shares of Common Stock held by an estate of
which Mr. Kinzler is a co-executor, as to which shares Mr. Kinzler may be deemed
to share voting and investment power. Mr. Kinzler disclaims beneficial ownership
of the shares held by such estate.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Amount and Nature of Percent
Name and Address Beneficial Ownership of Class
- ------------------------------------------------------------------------------ ---------------------------- ------------
<S> <C> <C> <C>
Alan D. Hunter 44 Medford Place, S.W. 400 *
Calgary, Alberta, Canada
H. Whitney Boggs, Jr. 1801 Fairfield Avenue, Suite 401 4,342 *
Shreveport, Louisiana
Erik Hazelhoff-Roelfzema 1120, 639 5th Ave. S.W. 400 *
Calgary, Alberta, Canada
William C. Warren Roberts & Holland 28,000 1.9%
Worldwide Plaza
825 Eighth Avenue
New York, New York
Daniel Jacobson 575 Madison Avenue, 7th floor 5,000 *
New York, New York
Martin Anderson 1099 Alakea Street, Suite 1800 103,545 (5) 7.1%
Honolulu, Hawaii
Barry E. Emes 1227 Baldwin Crescent 1,000 *
Calgary, Alberta, Canada
Glenn Yago, Ph.D. 1114 Avenue of the Americas, 14th floor 300 *
New York, New York
10
<PAGE>
Murray C. Gardner, Ph.D. P. O. Box 1657 1,200 *
Kamuela, Hawaii
Russell M. Gifford 7497 Maka'a Street 20,300 (6) 1.4%
Honolulu, Hawaii
Alexander C. Kinzler 671 Puuikena Drive 29,670 (7) 2.0%
Honolulu, Hawaii
Martin L. Jokl N. 852 Summit Boulevard, Apt. 205 7,200 (8) *
Spokane, Washington
Ingalls & Snyder 61 Broadway 145,900 (9) 10.0%
New York, NY
All directors and executive officers as a group (13 persons) 448,817 (10) 30.8%
<FN>
(5) Includes a note in the principal amount of $200,000 that is currently
convertible into 10,000 shares of Common Stock at a conversion price of $20.00
per share.
(6) Includes currently exercisable options to acquire 17,500 shares
of Common Stock.
(7) Includes currently exercisable options to acquire
12,000 shares of Common Stock.
(8) Includes currently exercisable options to acquire 6,500
shares of Common Stock.
(9) Includes a note in the principal amount of $1,000,000 that is currently
convertible into 50,000 shares of Common Stock at a conversion price of $20.00
per share.
(10) Includes currently exercisable options held by executive officers of the
Company to acquire 36,000 shares of the Common Stock, and notes in the
aggregate principal amount of $600,000 held by directors of the Company
currently convertible into 30,000 shares of Common Stock at a conversion price
of $20.00 per share.
* Represents less than 1% of the outstanding shares of Common Stock of the
Company.
</FN>
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
beneficial ownership on Forms 3, 4, and 5 with the Securities and Exchange
Commission and any national securities exchange on which such equity securities
are registered. Based solely on the Company's review of the copies of such forms
it has received and written representations from certain reporting persons that
they were not required to file reports on Form 5 during the most recently
completed fiscal year or prior years, the Company believes that all of its
officers, directors and greater than 10% beneficial owners complied with all
Section 16(a) filing requirements applicable to them during the Company's most
recently completed fiscal year.
11
<PAGE>
SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Company has appointed KPMG Peat Marwick
LLP as the firm of independent public accountants to audit the accounts of the
Company for the year ending September 30, 1998. This firm expects to have a
representative available by telephone at the meeting who will have an
opportunity to make a statement if he or she desires to do so and will be
available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Any proposal submitted by a stockholder of the Company for action at
the next Annual Meeting of Stockholders will not be included in the proxy
material to be mailed to the Company's stockholders in connection with such
meeting unless such proposal is received at the principal office of the Company
no later than September 18, 1998.
GENERAL
No business other than that set forth in Item (1) of the Notice of
Annual Meeting of Stockholders is expected to come before the meeting, but
should any other matters requiring a vote of stockholders properly arise,
including a question of adjourning the meeting, the persons named in the
accompanying Proxy will vote thereon according to their best judgment in the
best interests of the Company.
Insofar as any of the information in this Proxy Statement may rest
peculiarly within the knowledge of persons other than the Company, the Company
has relied upon information furnished by such persons.
By Order of the Board of Directors,
/s/ Alexander C. Kinzler
ALEXANDER C. KINZLER
Secretary
Dated: January 22, 1998
Stockholders may obtain a copy, without charge, of the Company's Annual
Report on Form 10-KSB, as filed with the Securities and Exchange Commission, by
writing to Alexander C. Kinzler, Barnwell Industries, Inc., 1100 Alakea Street,
Suite 2900, Honolulu, Hawaii 96813.
12
<PAGE>
Appendix A
- ----------
FRONT OF CARD
PROXY
BARNWELL INDUSTRIES, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned stockholder of Barnwell Industries, Inc., a Delaware
corporation, hereby appoints Morton H. Kinzler and Alexander C. Kinzler, and
each of them, attorneys, agents and proxies of the undersigned, with full
power of substitution to each of them, to vote all the shares of Common Stock
which the undersigned may be entitled to vote at the Annual Meeting of
Stockholders of the Company to be held at the Sheraton Shreveport Hotel, 1419
East 70th Street, Shreveport, Louisiana, on March 9, 1998, at 9:30 A.M.,
Central Standard time, and at any adjournment of such meeting, with all powers
which the undersigned would possess if personally present:
(Continued and to be signed on reverse side)
- -------------------------------------------------------------------------------
BACK OF CARD
X Please mark your votes as in this example.
-----
1. The election of the 10 Directors listed at right:
FOR all nominees listed at right WITHHOLD AUTHORITY to vote
(except as marked to the contrary) for all nominees listed at right
----- -----
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THAT NOMINEE'S NAME IN THE LIST AT RIGHT.)
Nominees:
Morton H. Kinzler, Barry E. Emes, Alan D. Hunter, H. Whitney Boggs, Jr., Erik
Hazelhoff-Roelfzema, William C. Warren, Daniel Jacobson, Martin Anderson,
Glenn Yago, Murray C. Gardner.
2. Upon any and all other business which may come before the meeting or any
adjournment thereof.
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders, Proxy Statement of the Company for the Annual Meeting and the
Company's Annual Report to Stockholders for the fiscal year ended September
30, 1997.
13
<PAGE>
This Proxy, when properly executed, will be voted in accordance with the
specification made hereon. If not otherwise specified, this Proxy will be
voted FOR the election of Directors as proposed herein.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
SIGNATURE DATE SIGNATURE DATE
------------------ -------- ------------------ -------
IF HELD JOINTLY
(Signature(s) should agree with name on stock certificate as stenciled hereon.
Executors, administrators, trustees, etc., should so indicate when signing.)
