<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
PATINA OIL & GAS
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
PATINA OIL & GAS
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
PATINA OIL & GAS CORPORATION
May 6, 1997
Dear Stockholder:
On behalf of the Board of Directors, it is our pleasure to invite you to
attend your Annual Meeting of Stockholders, which will be held in Denver,
Colorado on Thursday, May 29, 1997 at 9:00 a.m. Mountain Daylight Time.
Details of the meeting are given in the enclosed Notice of Annual Meeting
and Proxy Statement. During the meeting, we plan to review the business and
affairs of the Company and our plans for the coming year.
Your representation and vote are important. We urge you to vote your
shares whether or not you plan to come to the Annual Meeting. Please consider,
complete, date, sign and return the enclosed proxy card promptly to eliminate a
costly follow-up mailing. You may revoke your proxy prior to or at the meeting
and still vote in person if you so desire.
Sincerely yours,
Thomas J. Edelman
Chairman
1625 BROADWAY, SUITE 2000, DENVER, COLORADO 80202 (303) 389-3600
<PAGE>
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 29, 1997
To the Stockholders of Patina Oil & Gas Corporation:
The Annual Meeting of Stockholders of Patina Oil & Gas Corporation (the
"Company") will be held at the Top of the Rockies, 39th floor of the Anaconda
Tower, 555 17th Street, Denver, Colorado, on Thursday, May 29, 1997, at 9:00
a.m. Mountain Daylight Time. The list of stockholders entitled to vote at the
meeting will be open to the examination of any stockholder during ordinary
business hours for a period of ten days prior to the Annual Meeting at the
Company's corporate offices, 1625 Broadway, Suite 2000, Denver, Colorado. Such
list will also be produced at the time and place of the meeting and be kept open
during the meeting for the inspection by any stockholder who may be present.
The purposes for which the meeting is to be held are as follows:
1. To elect a board of seven directors to serve for the ensuing year.
2. To transact any other business which properly may be brought before the
Annual Meeting or any adjournment(s) thereof.
Subject to the provisions of the By-laws of the Company, registered
stockholders as of April 30, 1997 (i) who are individuals may attend and vote at
the Annual Meeting in person or by proxy or (ii) which are corporations may
attend and vote at the Annual Meeting by proxy or by a duly authorized
representative.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE DATE AND SIGN
THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE PROVIDED. ANY PERSON GIVING A
PROXY HAS THE POWER TO REVOKE IT AT ANY TIME PRIOR TO ITS EXERCISE AND, IF
PRESENT AT THE ANNUAL MEETING, MAY WITHDRAW IT AND VOTE IN PERSON. ATTENDANCE
AT THE ANNUAL MEETING IS LIMITED TO STOCKHOLDERS, THEIR PROXIES AND INVITED
GUESTS OF THE COMPANY.
BY ORDER OF THE BOARD OF DIRECTORS
Keith M. Crouch
Secretary
May 6, 1997
Denver, Colorado
<PAGE>
PATINA OIL & GAS CORPORATION
1625 BROADWAY
SUITE 2000
DENVER, COLORADO 80202
----------------
PROXY STATEMENT
for
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 29, 1997
----------------
INTRODUCTION
The Board of Directors of Patina Oil & Gas Corporation (the "Company") is
soliciting proxies to be voted at the Annual Meeting of Stockholders to be held
in Denver, Colorado on May 29, 1997 at 9:00 a.m. Mountain Daylight Time, and at
any adjournment thereof, for the purposes set forth in the accompanying Notice
of Annual Meeting of Stockholders. This Proxy Statement and the enclosed proxy
are first being mailed to stockholders on or about May 6, 1997.
VOTING OF PROXIES
This proxy solicitation is intended to afford stockholders the opportunity
to vote on the election of directors and in respect of such other matters, if
any, as may be properly brought before the Annual Meeting. The proxy permits
stockholders to withhold voting for any or all nominees for election as
directors and to vote against or abstain from voting on any other matter if the
stockholder so chooses.
At the close of business on April 30, 1997, the record date for determining
stockholders entitled to notice of and to vote at the Annual Meeting, the
Company had outstanding 18,817,448 shares of common stock, $.01 par value (the
"Common Stock"). Each such share of Common Stock is entitled to one vote at the
Annual Meeting except for Series A Common Stock discussed below. A majority of
the outstanding shares of Common Stock is necessary to provide a quorum at the
Annual Meeting. On the record date, Snyder Oil Corporation ("SOCO") owned
14,000,000 shares of the Company's Common Stock, of which 12,000,000 shares were
Common Stock and 2,000,000 shares were Series A Common Stock. The Series A
Common Stock is a special series of Patina Common Stock having three votes per
share. Accordingly, SOCO has a majority (78.7%) of the aggregate voting power
of the Company's Common Stock.
Any proxy given may be revoked either by a written notice duly signed and
delivered to the Secretary of the Company prior to the exercise of the proxy, by
execution of a subsequent proxy or by voting in person at the Annual Meeting.
Where a stockholder's proxy specifies a choice with respect to a voting matter,
the shares will be voted accordingly. If no such specification is made, the
shares will be voted for the nominees for director and proposals identified
herein.
ELECTION OF DIRECTORS
The By-laws of the Company (the "By-laws") and Delaware General Corporate
Law provide that the directors be elected annually by a plurality of the votes
of the Common Stock present in person or represented by proxy at the Annual
Meeting and entitled to vote on the election of directors. A stockholder's
abstention from voting will be counted in determining whether such a plurality
vote was cast only if such stockholder is represented in person or by proxy at
the Annual Meeting. Abstentions by or on behalf of stockholders not so
represented and broker non-votes will be disregarded. The Board of Directors
has, by resolution, fixed the number of directors at seven. Each nominee is
presently serving as a director and has served as a director of the Company or
its predecessor for the period indicated in his biography. The term of each
director presently serving will terminate at the Annual Meeting when the
respective successor of each is elected and qualified. Each nominee has
consented to being named in this Proxy Statement and to
<PAGE>
Patina Oil & Gas
Proxy Statement For Annual Meeting Of Stockholders
To Be Held May 29, 1997
- --------------------------------------------------------------------------------
serve if elected. If any nominee should for any reason become unavailable for
election, proxies may be voted with discretionary authority by the persons named
therein for any substitute designated by the Board.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
NOMINEES LISTED BELOW.
Nominees for Election at Annual Meeting:
ROBERT J. CLARK (52) has served as a Director of the Company since May
1996. Mr. Clark is the President of Bear Paw Energy Inc., a wholly owned
subsidiary of TransMontaigne Oil Company. Mr. Clark formed Bear Paw Energy Inc.
in 1995 and joined TransMontaigne in 1996 when TransMontaigne acquired a
majority interest in Bear Paw Energy, Inc. From 1988 to 1995 he was President
of SOCO Gas Systems, Inc. and Vice President-Gas Management for SOCO. Mr. Clark
was Vice President Gas Gathering, Processing and Marketing of Ladd Petroleum
Corporation, an affiliate of General Electric from 1985 to 1988. Prior to 1985,
Mr. Clark held various management positions with NICOR, Inc. and its affiliates
NICOR Exploration, Northern Illinois Gas and Reliance Pipeline Company. Mr.
Clark received his Bachelor of Science Degree from Bradley University and his
Masters Degree in Business Administration from Northern Illinois University.
Mr. Clark serves on the Audit and Governance and Compensation Committees of the
Company.
BRIAN J. CREE (34) has served as Executive Vice President, Chief Operating
Officer and Director of Patina since May 1996. Prior to May 1996, he served as
Chief Operating Officer and Director of Gerrity Oil & Gas Corporation ("GOG")
since 1993. From 1992 to 1993, Mr. Cree served as Senior Vice President-
Operations and Chief Accounting Officer of GOG. Prior to that, Mr. Cree served
as Vice President and Treasurer of GOG since its inception in 1990. Mr. Cree
served as Vice President and Treasurer of The Robert Gerrity Company from 1989
to 1990 and served in various accounting capacities with that company from 1987
to 1990. Prior to that, Mr. Cree was employed as an accountant at the public
accounting firm of Deloitte, Haskins & Sells.
JAY W. DECKER (44) has served as a Director of the Company since May 1996.
Mr. Decker has been the Executive Vice President and a Director of Hugoton
Energy Corporation, a public independent oil company since 1995. From 1989
until its merger into Hugoton Energy Corporation, Mr. Decker was the President
and Chief Executive Officer of Consolidated Oil & Gas, Inc., a private
independent oil company based in Denver, Colorado and President of a predecessor
company. Prior to 1989, Mr. Decker served as Vice President-Operations for
General Atlantic Energy Company and in various capacities for Peppermill Oil
Company, Wainoco Oil & Gas and Shell Oil Company. Mr. Decker received his
Bachelor of Science Degree in Petroleum Engineering from the University of
Wyoming. Mr. Decker also serves as a Director of FX Energy and the Children's
Museum of Denver. Mr. Decker serves on the Audit and Governance and
Compensation Committees of the Company.
THOMAS J. EDELMAN (46) has served as Chairman of the Board, President and
Chief Executive Officer of Patina since May 1996. He co-founded SOCO and was
the President and a Director of SOCO from 1981 through February 1997. Prior to
1981, he was a Vice President of The First Boston Corporation. From 1975
through 1980, Mr. Edelman was with Lehman Brothers Kuhn Loeb Incorporated. Mr.
Edelman received his Bachelor of Arts Degree from Princeton University and his
Masters Degree in Finance from Harvard University's Graduate School of Business
Administration.
2
<PAGE>
Patina Oil & Gas
Proxy Statement For Annual Meeting Of Stockholders
To Be Held May 29, 1997
- --------------------------------------------------------------------------------
Mr. Edelman serves as Chairman of Lomak Petroleum, Inc. and is a Director of
Petroleum Heat & Power Co., Star Gas Corporation, Weatherford Enterra, Inc., and
of Paradise Music & Entertainment, Inc. Mr. Edelman serves as Chairman of the
Executive Committee of the Company.
WILLIAM J. JOHNSON (62) has served as a Director of the Company since May
1996. Mr. Johnson, a Director of SOCO since 1994, is a private consultant to
the oil and gas industry and is President and a Director of JonLoc Inc., an oil
and gas company of which he and his family are the sole shareholders. From 1991
to 1994, Mr. Johnson was President, Chief Operating Officer and a Director of
Apache Corporation. Previously, he was a Director, President and Chief
Executive Officer of Tex/Con Oil and Gas, where he served from 1989 to 1991.
Prior thereto, Mr. Johnson served in various capacities with major oil
companies, including Director and President USA of BP Exploration Company,
President of Standard Oil Production Company and Senior Vice President of The
Standard Oil Company. Mr. Johnson received a Bachelor of Science degree in
Petroleum Geology from Mississippi State University and completed the Advanced
Management Course at the University of Houston. Mr. Johnson serves as a
Director of Tesoro Petroleum, a refining and marketing company with interests in
oil and gas production and marine services, and Camco International, an oilfield
manufacturing company. Mr. Johnson also serves on the advisory board of Texas
Commerce Bank, Houston. Mr. Johnson serves as the Chairman of the Compensation
Committee and as a member of the Executive Committee of the Company.
ALEXANDER P. LYNCH (44) has served as a Director of the Company since May
1996. Mr. Lynch has been Co-President and Co-Chief Executive Officer of The
Bridgeford Group, a financial advisory firm, since 1995. In April 1997, The
Bridgeford Group was merged into The Beacon Group, a private equity fund. From
1991 to 1994, he served as Senior Managing Director of Bridgeford. From 1985
until 1991, Mr. Lynch was a Managing Director of Lehman Brothers, a division of
Shearson Lehman Brothers Inc. Mr. Lynch also serves as a Director of Lincoln
Snacks Company and Illinois Central Corporation. Mr. Lynch received his
Bachelor of Arts Degree from the University of Pennsylvania and an M.B.A. from
the Wharton School of Business at the University of Pennsylvania. Mr. Lynch
serves as the Chairman of the Audit and Governance Committee and as a member of
the Executive and Compensation Committees of the Company.
JOHN C. SNYDER (55) has served as a Director of the Company since May 1996.
Mr. Snyder, the Chairman and Chief Executive Officer of SOCO, founded one of
SOCO's predecessors in 1978. From 1973 to 1977, Mr. Snyder was an independent
oil operator in Texas and Oklahoma. Previously, he was a Director and the
Executive Vice President of May Petroleum Inc. where he served from 1971 to
1973. Mr. Snyder was the President of Canadian-American Resources Fund, Inc.,
which he founded in 1969. From 1964 to 1966, Mr. Snyder was employed by Humble
Oil and Refining Company (currently Exxon Co., USA) as a petroleum engineer.
Mr. Snyder received his Bachelor of Science Degree in Petroleum Engineering from
the University of Oklahoma and his Masters Degree in Business Administration
from the Harvard University Graduate School of Business Administration. Mr.
Snyder is a Director of the Community Enrichment Center, Inc., Fort Worth,
Texas. Mr. Snyder serves on the Executive Committee of the Company.
3
<PAGE>
Patina Oil & Gas
Proxy Statement For Annual Meeting Of Stockholders
To Be Held May 29, 1997
- --------------------------------------------------------------------------------
BOARD AND COMMITTEE MEETINGS; COMMITTEES OF THE BOARD
The Board held three meetings in 1996. All directors attended at least 75%
of the aggregate number of meetings of the Board of Directors and committees on
which they served.
The Board has established three committees to assist in the discharge of
its responsibilities. The committee membership of each director is included
with his biography.
EXECUTIVE COMMITTEE. The Executive Committee may exercise many of the
powers of the Board in the management of the business and affairs of the Company
in the intervals between meetings of the Board. Although the Committee has very
broad powers, in practice it meets only when it would be impractical to call a
meeting of the Board. The Executive Committee did not meet during 1996.
AUDIT AND GOVERNANCE COMMITTEE. The Audit and Governance Committee reviews
the professional services provided by the Company's independent public
accountants and the independence of such accountants from management of the
Company. This Committee also reviews the scope of the audit coverage, the
annual financial statements of the Company and such other matters with respect
to the accounting, auditing and financial reporting practices and procedures of
the Company as it may find appropriate or as have been brought to its attention.
The Audit and Governance Committee met twice during 1996.
COMPENSATION COMMITTEE. The Compensation Committee reviews and approves
executive salaries and administers bonus, incentive compensation and stock
option plans of the Company. This Committee advises and consults with
management regarding other benefits and significant compensation policies and
practices of the Company. This Committee also considers nominations of
candidates for corporate officer positions. The Compensation Committee met
twice during 1996.
DIRECTOR COMPENSATION
Non-employee directors of the Company receive an annual retainer, payable
quarterly in common shares of the Company's common stock having a market value
of $2,250 and cash payments of $2,250. In addition, non-employee directors
receive $1,000 for attendance at each meeting of the Board of Directors, and
$250 for attendance at each meeting of a committee of the Board of Directors, in
each case excluding telephone meetings. Non-employee directors are also
reimbursed for expenses incurred in attending Board of Directors and committee
meetings, including those for travel, food and lodging. Directors and members
of committees of the Board of Directors who are employees of the Company or its
affiliates are not compensated for their Board of Directors and committee
activities.
The Directors' Stock Plan also provides that the Company will automatically
grant to each non-employee director, on the date of his appointment, election,
reappointment or reelection as a member of the Board of Directors, a stock
option for 5,000 shares of common stock. The exercise price for all Director
Options is the fair market value on the date of grant. The duration of each
option is five years from the date of award, and each option vests as to 30% of
the shares covered after one year, an additional 30% of the shares after two
years, and all remaining shares three years after the date of grant.
4
<PAGE>
Patina Oil & Gas
Proxy Statement For Annual Meeting Of Stockholders
To Be Held May 29, 1997
- --------------------------------------------------------------------------------
BENEFICIAL OWNERSHIP OF SECURITIES
The following table provides information as to the beneficial ownership of
Common Stock of the Company and its parent corporation, SOCO, as of April 30,
1997, by each person who, to the knowledge of the Company, beneficially owned 5%
or more of the Common Stock of the Company, each director of the Company, the
five most highly compensated executive officers, including the Chief Executive
Officer ("Named Officers"), and by all executive officers and directors of the
Company as a group. No directors or executive officers of the Company
beneficially own any equity securities of the Company other than Common Stock
and warrants. The business address of each individual listed below is: c/o
Patina Oil & Gas Corporation, 1625 Broadway, Suite 2000, Denver, Colorado 80202.
<TABLE>
<CAPTION>
PATINA COMMON STOCK SNYDER COMMON STOCK
---------------------------- -------------------------
NUMBER OF PERCENT OF NUMBER OF PERCENT OF
SHARES CLASS SHARES CLASS
OWNED(A)(B) OUTSTANDING OWNED(C) OUTSTANDING
------------ ----------- -------- -----------
<S> <C> <C> <C> <C>
Brian J. Cree 39,278 * - *
Thomas J. Edelman (d) 30,000 * 1,611,481 5.2%
Keith M. Crouch 9,652 * - *
Ronald E. Dashner 8,400 * 17,140 *
David J. Kornder 7,227 * - *
Jay W. Decker 2,408 * - *
Robert J. Clark 2,408 * - *
William J. Johnson (e) 2,408 * 8,950 *
Alexander P. Lynch 2,408 * - *
John C. Snyder (e) - * 1,944,553 6.3%
All 15 executive officers
and directors as a group 129,579 * 3,706,256 11.9%
Snyder Oil Corporation 14,000,000 74.1%
777 Main Street
Fort Worth, Texas 76102
Stark Investments (f) 1,464,420 7.2%
150 West Market Street
Mequon, Wisconsin 53092
</TABLE>
* Less than 1%
_______________________
(a) The number of shares of Common Stock of the Company subject to stock options
exercisable within 60 days after April 30, 1997, are as follows: Mr. Cree
24,000 shares; Mr. Edelman, 30,000 shares; Mr. Crouch 9,000 shares; Mr.
Dashner 8,400 shares; Mr. Kornder 6,900 shares; Mr. Decker 1,500 shares; Mr.
Clark 1,500 shares; Mr. Johnson 1,500 shares; Mr. Lynch 1,500 shares; and
all 15 executive officers and directors as a group 102,780 shares.
5
<PAGE>
Patina Oil & Gas
Proxy Statement For Annual Meeting Of Stockholders
To Be Held May 29, 1997
- --------------------------------------------------------------------------------
(b) The number of shares of the Common Stock of the Company subject to common
stock warrants exercisable at $12.50, are as follows: Mr. Cree 5,092 shares;
Mr. Crouch 217 shares; Mr. Kornder 109 shares; and all 15 executive officers
and directors as a group 5,743 shares.
(c) The number of shares of common stock of SOCO subject to stock options
exercisable within 60 days after April 4, 1997, are as follows: Mr.
Edleman 292,600 shares; Mr. Dashner 17,140 shares; Mr. Johnson 3,750 shares;
Mr. Snyder 137,770 shares; and all 15 executive officers and directors as a
group 490,940 shares.
(d) Mr. Edelman resigned as a Director and President of SOCO in February 1997.
(e) The share ownership of the Company for Mr. Snyder and Mr. Johnson does not
include any shares owned by SOCO. Mr. Snyder is Chairman of the Board of
SOCO and Mr. Johnson is a Director of SOCO.
(f) The number of shares reported is based on information set forth in Amendment
No. 1 to Schedule 13D dated January 6, 1997, filed by Stark Investments,
Reliant Trading, Shepard Trading and Starro Partners. As reported therein,
Reliant Trading was the beneficial owner of 799,763 shares of Common Stock
issuable upon the conversion of 236,317 shares of preferred stock and the
exercise of 113,498 warrants; Shepard Trading was the beneficial owner of
287,517 shares of Common Stock issuable upon the conversion of 82,688
preferred shares and the exercise of 47,391 warrants; Starro Partners was
the beneficial owner of 377,140 shares of Common Stock issuable upon the
conversion of 110,601 preferred shares and the exercise of 55,955 warrants.
EXECUTIVE COMPENSATION
Shown below is information concerning the annual and long-term compensation
for services in all capacities to the Company for the fiscal year ended December
31, 1996 of the Named Officers.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE (A)
----------------------------------------------------------------------
ANNUAL LONG-TERM
COMPENSATION (B) COMPENSATION
------------------- -------------
SECURITIES
UNDERLYING ALL OTHER
NAME AND POSITION YEAR SALARY BONUS (C) OPTIONS (D) COMPENSATION (E)
- -------------------------- ---- -------- --------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
Thomas J. Edelman 1996 $166,667 $ 75,000 100,000 $27,974
Chairman and Chief
Executive Officer
Brian J. Cree (f) 1996 133,333 325,000 80,000 23,357
Executive Vice President
Keith M. Crouch 1996 100,000 5,000 30,000 16,624
Senior Vice President,
General Counsel
Ronald E. Dashner 1996 93,333 30,000 28,000 15,278
Senior Vice President,
Operations
David J. Kornder 1996 76,667 10,000 23,000 11,912
Vice President,
Chief Financial Officer
</TABLE>
6
<PAGE>
Patina Oil & Gas Corporation
Proxy Statement For Annual Meeting Of Stockholders
To Be Held May 29, 1997
- --------------------------------------------------------------------------------
(a) Excludes the cost to the Company of other compensation that, with respect to
any Named Officer, does not exceed the lesser of $15,000 or 10% of the Named
Officer's salary and bonus.
(b) The salary amounts in the table are for the period May 1, 1996 through
December 31, 1996. Prior to May 2, 1996 (the effective date of the
Company's merger with GOG), the Company had no employees. Annualized
salaries, for 1996 for Messrs. Edelman, Cree, Crouch, Dashner and Kornder
were $250,000, $200,000, $150,000, $140,000 and $115,000, respectively.
(c) Bonuses are paid in March of each year based on performance during the
preceding year. Bonus amounts are accrued in the year preceding the year in
which the bonus is paid.
(d) Stock options were granted in May 1996. In future years, stock options will
generally be granted in February of each year based in part on performance
during the preceding year.
(e) Includes amounts accrued for the year for the Named Officers under the
Company's Profit Sharing and Savings Plan and as matching contributions
under the Company's Deferred Compensation Plan for Select Employees as
follows:
<TABLE>
<CAPTION>
Profit Deferred
Sharing Plan Compensation Plan
------------ -----------------
<S> <C> <C>
Thomas J. Edelman $15,474 $12,500
Brian J. Cree 13,357 10,000
Keith M. Crouch 9,124 7,500
Ronald E. Dashner 8,278 7,000
David J. Kornder 6,162 5,750
</TABLE>
(f) Pursuant to an agreement between the Company and Mr. Cree dated May 2, 1996,
Mr. Cree was paid a retention bonus of $325,000 in November 1996.
STOCK OPTIONS
The Company's stock option plan, which is administered by the Compensation
Committee, provides for the granting of options to purchase shares of Common
Stock to key employees of the Company and certain other persons who are not
employees of the Company, but who from time to time provide substantial advice
or other assistance or services to the Company. The plan permits options to
acquire up to three million shares of Common Stock to be outstanding at any one
time. During 1996, options to purchase 512,000 shares of Common Stock were
granted to 50 employees at an average exercise price of $7.75 per share. The
exercise price of all such options was equal to the fair market value of the
Common Stock on the date of grant. All options granted during 1996 were for a
term of five years, with 30% of the options becoming exercisable after one year,
an additional 30% becoming exercisable after two years and the remaining options
becoming exercisable after the three years.
7
<PAGE>
Patina Oil & Gas Corporation
Proxy Statement For Annual Meeting Of Stockholders
To Be Held May 29, 1997
- --------------------------------------------------------------------------------
Shown below is information with respect to options granted during 1996 to
the Named Officers and exercised by them during 1996 or held by them at December
31, 1996.
<TABLE>
<CAPTION>
STOCK OPTION GRANTS
--------------------------------------------------------------------------
PERCENTAGE POTENTIAL REALIZABLE VALUE
OF TOTAL AT ASSUMED ANNUAL RATES OF
OPTIONS GRANTS IN EXERCISE EXPIRATION STOCK PRICE APPRECIATION (A)
----------------------------
NAME GRANTED YEAR PRICE DATE 5% 10%
---- ------- ------ ----- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Thomas J. Edelman 100,000 19.5% $7.75 5/02/01 $214,642 $475,667
Brian J. Cree 80,000 15.6% 7.75 5/02/01 171,713 380,533
Keith M. Crouch 30,000 5.9% 7.75 5/02/01 64,392 142,700
Ronald E. Dashner 28,000 5.5% 7.75 5/02/01 60,100 133,187
David J. Kornder 23,000 4.5% 7.75 5/02/01 49,368 109,403
</TABLE>
___________________
(a) The assumed annual rates of stock price appreciation used in showing the
potential realizable value of stock option grants are prescribed by rules
of the Securities and Exchange Commission. The actual realized value of
the options may be significantly greater or less than the amounts shown.
For options granted during 1996 at an exercise price of $7.75, the values
shown for 5% and 10% appreciation equate to a stock price of $9.90 and
$12.51, respectively, at the expiration date of the options.
<TABLE>
<CAPTION>
STOCK OPTION EXERCISES AND YEAR END VALUES
----------------------------------------------------------------------------------
VALUE OF
NUMBER OF UNEXERCISED UNEXERCISED IN-THE-MONEY
SHARES ACQUIRED VALUE OPTIONS AT YEAR END 1996 OPTIONS AT YEAR END 1996(A)
------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------ ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas J. Edelman - - - 100,000 - $150,000
Brian J. Cree - - - 80,000 - 120,000
Keith M. Crouch - - - 30,000 - 45,000
Ronald E. Dashner - - - 28,000 - 42,000
David J. Kornder - - - 23,000 - 34,500
</TABLE>
_____________________
(a) Amounts shown represent aggregated fair market value at the share price on
December 31, 1996 of $9.25 per share less aggregate exercise price of the
unexercised in-the-money options held. These values, have not been, and may
never be, realized. Actual gains, if any, on exercise will depend on the
value of the Common Stock on the date of exercise.
8
<PAGE>
Patina Oil & Gas Corporation
Proxy Statement For Annual Meeting Of Stockholders
To Be Held May 29, 1997
- --------------------------------------------------------------------------------
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation:
The Compensation Committee of the Board of Directors, which is comprised of
non-employee directors of the Company, establishes the general compensation
policies of the Company, establishes the compensation plans and compensation
levels for officers and certain other key employees and administers the
Company's stock option plan and deferred compensation plan. In establishing
compensation levels, the Committee establishes the specific compensation of Mr.
Edelman. The Committee establishes salary and bonus ranges for other officers
and key employees, and generally approves specific amounts within those ranges
on the recommendation of management.
In establishing compensation policies, the Committee believes that the cash
compensation of executive officers, as well as other key employees, should be
competitive with other companies while, within the Company, being fair and
discriminating on the basis of personal performance. Annual awards of stock
options are intended both to retain executives and to motivate them to
accomplish long-term growth objectives.
In establishing the base salary and bonus ranges for its executives, the
Company targets the median cash compensation for competitors of executives
having similar responsibilities. Adjustments, in large part subjective, are
made to account for cases in which the responsibilities of Company executives
differ from the responsibilities of executives of the companies surveyed. Base
salaries have historically been set below the median, so that bonuses, which,
except for the most senior officers, are primarily determined by individual
performance, will constitute a larger portion of cash compensation. The
Committee is advised as to compensation levels of competitors, based on detailed
data believed to be most comparable to the Company as well as the results of
more general surveys. Guided by this information, compensation ranges are
established, and individual executive compensation within these ranges is
determined based upon the individual's responsibilities and performance.
The committee was not involved in determining the base salary levels for
the Company, including the salary levels of Mr. Edelman and other officers of
the Company, for 1996. These salary levels were determined pursuant to the
amended and restated agreement and plan of merger dated as of January 16, 1996
and amended and restated as of March 20, 1996.
Mr. Edelman's bonus is based primarily on Company performance. The
committee has not established any particular formula or singled out particular
factors as more important than others. The committee considers various factors,
including growth in reserves, net income and cash flow, as well as performance
of the Company's common stock. The committee also considers other matters, such
as the extent to which these factors were influenced by management to position
the Company for future growth. During 1996, the committee specifically
considered the progress associated with the consolidation of the predecessor
entities since the date of the merger in May 1996. Based on these and other
considerations, the committee awarded Mr. Edelman a bonus of $75,000 for 1996.
In arriving at this amount, the committee considered, among other things, that
nearly all aspects of Company performance during 1996 showed significant
improvement. Bonuses for other officers and key employees are influenced by
Company performance, but are determined primarily on senior management's
assessment of performance of the executive's duties. Payments made to certain
officers in May 1996 pursuant to officer settlement agreements were considered
when determining these bonus awards.
9
<PAGE>
Patina Oil & Gas Corporation
Proxy Statement For Annual Meeting Of Stockholders
To Be Held May 29, 1997
- --------------------------------------------------------------------------------
Stock options are granted annually to Mr. Edelman and other executives and
key employees to retain and motivate the grantees and to improve long-term stock
market performance. Options are granted only at the prevailing market price and
will have value only if the price of the Company's common stock increases.
Generally, options have a term of five years and vest 30% after one year, an
additional 30% after two years and are fully vested after three years; an
employee must be employed by the Company at the time of vesting in order to
exercise the options.
The Committee generally determines the number of options granted to Mr.
Edelman and to other executives and key employees based on a formula under which
the number of options granted is equal to a percentage, which varies with the
degree to which an individual's responsibilities might affect the long-term
price of the Company's common stock, of the individual's base salary. The
Committee occasionally grants additional options when the Committee believes
additional incentives are appropriate. No such awards were made during 1996.
The Committee maintains a Deferred Compensation Plan for Select Employees
as a means to provide additional incentives for key employees to remain in the
employ of the Company. Under the Plan, key employees selected by the Committee
are permitted to defer a portion of their compensation for periods determined by
them or until their employment by the Company ceases. The Committee also
determines annually the matching contribution to be made by the Company and may,
in addition, authorize additional Company contributions to be made on behalf of
designated individuals. Company matching contributions vest over three years,
and additional Company contributions vest over the period determined by the
Committee. The Committee designated nine key employees as eligible to
participate during 1996 and determined that Company contributions would equal
one hundred percent of each participant's contribution, beginning July 1, 1996,
up to a maximum Company contribution of ten percent of any participant's salary.
COMPENSATION COMMITTEE
William J. Johnson, Chairman
Robert J. Clark
Jay W. Decker
Alexander P. Lynch
10
<PAGE>
Patina Oil & Gas Corporation
Proxy Statement For Annual Meeting Of Stockholders
To Be Held May 29, 1997
- --------------------------------------------------------------------------------
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the percentage change in the
cumulative total shareholder return on the Company's common stock against the
total return of the Dow Jones Equity Market Index and the Dow Jones Secondary
Oils Index for the period May 1996 through December 1996. The Index is
composed of thirteen companies, all of which are significantly larger than the
Company, selected by Dow Jones & Company, Inc. to represent non-major oil
producers that generally do the bulk of their business domestically. The graph
assumes that the value of the investment in the Company's common stock and each
index was $100 on May 3, 1996 and that all dividends were reinvested. The
closing sales prices of the Company's common stock on the last trading day of
1996 was $9.25.
[GRAPH APPEARS HERE]
11
<PAGE>
Patina Oil & Gas Corporation
Proxy Statement For Annual Meeting Of Stockholders
To Be Held May 29, 1997
- --------------------------------------------------------------------------------
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers, directors and persons who beneficially own more than ten percent of
the Company's stock to file initial reports of ownership and reports of changes
of ownership with the Securities and Exchange Commission and the New York Stock
Exchange. Copies of such reports are required to be furnished to the Company.
Based solely on a review of such forms furnished to the Company and certain
written representations from the executive officers and directors, the Company
believes that all Section 16(a) filing requirements applicable to its executive
officers, directors and greater than 10% beneficial owners were complied with on
a timely basis.
OTHER BUSINESS
The Board does not know of any business to be presented for consideration
at the Annual Meeting other than as stated in the Notice. It is intended,
however, that the persons authorized under the accompanying proxy will, in the
absence of instructions to the contrary, vote or act in accordance with their
judgment with respect to any other proposal properly presented for action at
such meeting.
SUBMISSION OF PROPOSALS BY STOCKHOLDERS
In order to be eligible for inclusion in the Company's proxy statement for
the 1998 Annual Meeting of Stockholders, any proposal of a stockholder must be
received by the Company at its corporate offices in Denver, Colorado by December
31, 1997.
RELATIONSHIP WITH INDEPENDENT AUDITORS
Arthur Andersen LLP is the principal accountant selected by the Company.
Representatives of such firm are expected to be present at the Annual Meeting,
with the opportunity to make a statement if they desire to do so, and will be
available to respond to appropriate questions.
ANNUAL REPORT AND FORM 10-K
The 1996 Annual Report of the Company for the fiscal year ended December
31, 1996, including audited financial statements, is being forwarded to each
stockholder of record as of April 30, 1997, together with this Proxy Statement.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR 1996, AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, WILL BE FURNISHED WITHOUT CHARGE TO
STOCKHOLDERS ON REQUEST TO:
Patina Oil & Gas Corporation
1625 Broadway, Suite 2000
Denver, Colorado 80202
Attention: Investor Relations
12
<PAGE>
Patina Oil & Gas Corporation
Proxy Statement For Annual Meeting Of Stockholders
To Be Held May 29, 1997
- --------------------------------------------------------------------------------
OTHER MATTERS
The accompanying form of proxy has been prepared at the direction of the
Company, of which you are a stockholder, and is sent to you at the request of
the Board of Directors. The proxies named therein have been designated by your
Board of Directors.
The Board of Directors of the Company urges you, even if you presently plan
to attend the meeting in person, to execute the enclosed proxy and mail it as
indicated immediately. You may revoke your proxy and vote in person if you are
in fact able to attend.
PATINA OIL & GAS CORPORATION
By Order of the Board of Directors
Keith M. Crouch
Secretary
Denver, Colorado
May 6, 1997
13
<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PATINA OIL & GAS CORPORATION
The undersigned hereby appoints Keith M. Crouch and Rodney L. Waller as
proxies, with power to act without the other and with power of substitution, and
hereby authorizes them to represent and vote, as designated on the other side,
all the shares of stock of Patina Oil & Gas Corporation standing in the name of
the undersigned with all powers which the undersigned would possess if present
at the Annual Meeting of Stockholders of the Company to be held May 29, 1997 or
any adjournment thereof.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
................................................................................
FOLD AND DETACH HERE
[X] Your vote as indicated
in this sample
THE BOARD OF DIRECTORS RECOMMENDS A WITHHELD
VOTE FOR ITEM 1 FOR FOR ALL
Item 1-Election of Directors [_] [_]
Nominees:
Robert J. Clark
Brian J. Cree
Jay W. Decker
Thomas J. Edelman
William J. Johnson
Alexander P. Lynch
John C. Snyder
WITHHELD FOR: (Write in Nominee's name in the space provided below)
___________________________________________________________
Signature____________________________________________________
Signature__________________________________________________Date_________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
................................................................................
FOLD AND DETACH HERE
