<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
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 sec. 240.14a-11(c) or sec. 240.14a-12
RUTHERFORD-MORAN OIL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(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:
N/A
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(2) Aggregate number of securities to which transaction applies:
N/A
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(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):
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(4) Proposed maximum aggregate value of transaction:
N/A
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(5) Total fee paid:
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[ ] 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:
N/A
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
RUTHERFORD-MORAN OIL CORPORATION
5 GREENWAY PLAZA, SUITE 220
HOUSTON, TEXAS 77046
------------------------------------------------------
NOTICE OF ANNUAL MEETING
------------------------------------------------------
The 1997 Annual Meeting of Stockholders (the "Meeting") of Rutherford-Moran
Oil Corporation, a Delaware corporation (the "Company") will be held at The Ritz
Carlton Hotel, Houston, Texas at 9:00 a.m. on May 8, 1997, for the following
purposes:
1. to elect seven individuals to serve as directors of the Company's
Board of Directors to hold office until the 1998 annual meeting of
stockholders of the Company or until their respective successors are duly
elected and qualified;
2. to consider and vote on a proposal to ratify the appointment of
KPMG Peat Marwick LLP as the Company's independent auditors for the fiscal
year ending December 31, 1997; and
3. to transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on March 10, 1997,
as the record date for determination of stockholders who are entitled to notice
of and to vote either in person or by proxy at the 1997 Annual Meeting of
Stockholders and any adjournment thereof.
All Stockholders are cordially invited to attend the meeting in person.
Even if you plan to attend the meeting, YOU ARE REQUESTED TO SIGN, DATE AND
RETURN THE ACCOMPANYING PROXY AS SOON AS POSSIBLE.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ DAVID F. CHAVENSON
David F. Chavenson
Corporate Secretary
April 16, 1997
<PAGE> 3
RUTHERFORD-MORAN OIL CORPORATION
5 GREENWAY PLAZA, SUITE 220
HOUSTON, TEXAS 77046
------------------------------------------------------
PROXY STATEMENT
------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 8, 1997
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Rutherford-Moran Oil Corporation, a Delaware
corporation (the "Company"), of proxies to be voted at the Company's 1997 Annual
Meeting of Stockholders (the "Meeting") to be held at The Ritz Carlton Hotel,
Houston, Texas on May 8, 1997, at 9:00 a.m., local time, and at any adjournment
thereof. This Proxy Statement and the accompanying proxy are being mailed to the
Company's stockholders on or about April 16, 1997.
Properly executed proxies received in time for the meeting will be voted as
directed therein, unless revoked in the manner provided hereafter. As to any
matter for which no choice has been specified in a proxy, the shares represented
thereby will be voted by the persons named in the proxy (i) "FOR" the election
of each of the nominees to the Board of Directors; (ii) "FOR" ratification of
the appointment of KPMG Peat Marwick LLP, Certified Public Accountants, to audit
the accounts and records of the Company for the fiscal year ending December 31,
1997; and (iii) in the discretion of such persons, "FOR" or "AGAINST" any other
proposals which may be submitted at the Meeting. A stockholder giving a proxy
may revoke it at any time before the proxy is voted by giving written notice to
the Secretary of the Company, by executing and delivering a proxy bearing a
later date, or by attending the Meeting and voting in person.
PERSONS MAKING THE SOLICITATION
This Proxy Statement solicits proxies on behalf of the Board of Directors
of the Company. The total expense of such solicitation, including the cost of
preparing, assembling, and mailing the proxy materials to stockholders, will be
borne by the Company. It is anticipated that solicitations of proxies for the
Meeting will be made only by use of the mail; however, the Company may use the
services of its directors, officers and employees to solicit proxies personally
or by telephone, without additional salary or compensation to them. Brokerage
houses, custodians, nominees and fiduciaries will be required to forward the
proxy soliciting materials to the beneficial owners of the Company's shares held
of record by such persons and the Company will reimburse such persons for their
reasonable out-of-pocket expenses incurred in that connection.
SHARES OUTSTANDING AND VOTING RIGHTS
Only stockholders of record of the Company's common stock, $.01 par value
(the "Common Stock"), at the close of business on March 10, 1997 (the "Record
Date"), are entitled to notice of and to vote at the Meeting or any adjournment
thereof. At the close of business on March 10, 1997, there were 25,651,338
shares of Common Stock issued and outstanding. Holders of record of the Common
Stock on the Record Date will be entitled to one vote per share on all matters
to come before the Meeting. A list of stockholders entitled to notice of and to
vote at the Meeting will be made available during regular business hours at the
offices of the Company, 5 Greenway Plaza, Suite 220, Houston, Texas 77046, from
March 11, 1997, through May 7, 1997, and at the Meeting, for inspection by any
stockholder for any purpose regarding the Meeting.
A majority of the total shares of Common Stock issued and outstanding on
the Record Date will constitute a quorum for the transaction of business at the
Meeting. The shares held by each stockholder who signs and returns the enclosed
form of proxy will be counted for purposes of determining the presence of a
quorum at the Meeting.
<PAGE> 4
The enclosed form of proxy provides a means for stockholders to vote for
all of the director nominees listed herein, to withhold authority to vote for
one or more of such nominees or to withhold authority to vote for all of such
nominees. Pursuant to the Company's bylaws, nominees receiving a plurality of
the votes cast at the meeting will be elected directors. Abstentions and broker
nonvotes will not be treated as a vote for or against any particular director
and will not effect the outcome of the election of directors.
The ratification of KPMG Peat Marwick LLP to audit the accounts and records
of the Company for the fiscal year ended December 31, 1997, requires the
affirmative vote of the holders of a majority of the shares of Common Stock
entitled to vote on the proposal and present in person or represented by proxy
at the Meeting. Shares that are represented at the Meeting but abstain from
voting on such proposal will be counted as shares entitled to vote on such
proposals and will have the same effect as a vote against such proposal. Broker
nonvotes, while considered in the number of shares present, will not be treated
as a vote for or against the proposal.
John A. Moran and Patrick R. Rutherford (the "Principal Stockholders")
beneficially own in the aggregate 19,011,614 shares of Common Stock (74% of the
issued and outstanding shares) as of March 10, 1997, and together control
sufficient votes to determine the outcome of any of the proposals being voted
upon by the stockholders. Each of the Principal Stockholders has advised the
Company that he intends to vote or direct the vote of the shares beneficially
owned by him for the election of the seven nominees named herein and "FOR" the
ratification of KPMG Peat Marwick LLP as the Company's auditors.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
There are currently seven board seats authorized by the Board of Directors
pursuant to the Company's bylaws. Pursuant to the Company's bylaws, directors
are elected to serve for one-year terms or until their successors are elected
and qualified or their earlier resignation or removal. Seven directors will be
elected at the Meeting. The Board of Directors, pursuant to recommendations from
its Nominating Committee, recommends the election of John A. Moran, Patrick R.
Rutherford, Michael D. McCoy, Howard Gittis, Jere W. McKenny, Harry C. Lee and
Chote Sophonpanich (collectively, the "Nominees") as the Directors to serve for
such one-year terms. All of the Nominees are currently directors of the Company.
Unless contrary instructions are set forth in the proxy, it is intended
that the persons acting under the proxy will vote all shares represented by such
proxy for the election as director of each of the Nominees. Should any of the
Nominees become unable or unwilling to accept nomination or election, it is
intended that the person acting under the proxy will vote for the election of
such other person as the Board of Directors of the Company may recommend.
Management has no reason to believe that any Nominee will be unable or are
unwilling to serve if elected.
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<PAGE> 5
The following table sets forth information regarding the current directors
of the Company. There are no family relationships among any of the directors or
executive officers of the Company, nor any arrangements or understandings
between any director and any other person pursuant to which such director was
selected as a director.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
John A. Moran 65 Chairman of the Board
Patrick R. Rutherford 62 President, Chief Executive Officer and
Director
Michael D. McCoy 44 Executive Vice President, Chief Operating
Officer and Director
Howard Gittis 62 Director
Jere W. McKenny 68 Director
Harry C. Lee 64 Director
Chote Sophonpanich 54 Director
</TABLE>
JOHN A. MORAN has been Chairman of the Board of the Company since its
inception. Since 1993, he has been President of Rutherford-Moran Exploration
Company ("RMEC"), which became a wholly-owned subsidiary of the Company in June
1996. Since April 1967 until his retirement in 1992, Mr. Moran has been a
Director and Officer of the Dyson-Kissner-Moran Corporation, a private holding
company engaged primarily in the manufacture and distribution of industrial and
consumer products and a developer of commercial and industrial real estate on
the east coast of the United States ("DKM"). During that time, Mr. Moran has
been successively, Vice President, Executive Vice President, President, Chairman
of the Board and Chairman of the Executive Committee of DKM. Prior to joining
what was then the Dyson-Kissner Corporation, Mr. Moran was a Vice President of
Blyth & Co., Inc., investment bankers, in their New York and Los Angeles
offices. Mr. Moran is a Director of Bessemer Securities Corporation, New York
City and The Coleman Company of Golden, Colorado. He holds a B.S. in Banking and
Finance from the University of Utah and an honorary L.L.B. from that
institution. He is a member and former Chairman of the National Advisory Council
of the University of Utah, and a former Director of the United Nations
Association and trustee of the Brooklyn Museum. He is a member of the Chief
Executives Organization and The Foreign Policy Association.
PATRICK R. RUTHERFORD has been President and Chief Executive Officer of the
Company since its inception. He has been Chairman of the Board of RMEC since its
inception. Since 1973, he has been Chairman of the Board and part owner of
Rutherford Oil Corporation (an oil and gas exploration and production company
that serves as operator of wells located in Texas, Louisiana and the Gulf of
Mexico). He also served on the Board of Regents of West Texas State University
and was President of the Houston Speech and Hearing Center. He also has served
as a director of First Interstate Bank of Texas, Texas Commerce Bancshares, OKC
Corporation, Olix Company, The University of Texas Health Science Center
Development Board, the Geological Foundation of the University of Houston, and
he was one of the founding directors of Southwest Airlines.
MICHAEL D. MCCOY has been Executive Vice President and Chief Operating
Officer of the Company since its inception. He has been Executive Vice President
of RMEC since September 1990. Prior to joining the Company, Mr. McCoy served as
Manager of Land and Legal of Rutherford Oil Corporation. Mr. McCoy received his
B.A. degree from The University of Texas in 1974 and J.D. degree from South
Texas College of Law in 1977.
HOWARD GITTIS was elected to serve as a director of the Company immediately
prior to commencement of the Company's initial public offering on June 20, 1996.
Mr. Gittis is the Vice Chairman & Chief Administrative Officer of MacAndrews &
Forbes Holdings Inc., a diversified holding company with interests in consumer
products, financial services, entertainment, and publishing. His other
directorships include Andrews Group Incorporated, Consolidated Cigar Holdings
Inc., First Nationwide Holdings Inc., First Nationwide (Parent) Holdings Inc.,
California Federal Bank, a Federal Savings Bank, Mafro Consolidated Group Inc.,
Pneumo Abex Corporation, Power Control Technologies Inc., Revlon, Inc., Revlon
Worldwide
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<PAGE> 6
Corporation, Loral Space & Communications Ltd. and Jones Apparel Group. Prior to
joining MacAndrews & Forbes in 1985, Mr. Gittis was a partner at the
Philadelphia law firm of Wolf, Block, Schorr and Solis-Cohen ("Wolf Block")
where he had served as Chairman of the Executive Committee. His tenure at Wolf
Block lasted over 25 years and concentrated on general litigation, real estate,
and corporate acquisition and divestiture work. Mr. Gittis is a member of the
Board of Overseers of the University of Pennsylvania Law School, a Trustee of
Temple University and a member of the Board of Visitors of Temple University
School of Law. Mr. Gittis holds two degrees from the University of Pennsylvania,
a B.S. in Economics and an L.L.B. from the Law School.
JERE W. MCKENNY was elected to serve as a director of the Company
immediately prior to commencement of the Company's initial public offering on
June 20, 1996. Prior to his retirement in 1993, Mr. McKenny was President and
Chief Operating Officer of Kerr-McGee Corporation ("Kerr-McGee") for nine years.
He also served as President, Vice Chairman of the Board, Vice
President -- Exploration and Vice President -- Oil and Gas Exploration during
his forty years of employment with Kerr-McGee. Mr. McKenny currently serves on
the School of Geology and Geophysics Advisory Board, College of Business
Administration Board of Advisors and College of Engineering Board of Visitors
Advisory Board of the University of Oklahoma and on the Executive Committee and
Board of Directors of the Allied Arts Foundation. Mr. McKenny holds a B.S. and
an M.S. in Geological Engineering from the University of Oklahoma.
HARRY C. LEE was elected to serve as a director of the Company immediately
prior to commencement of the Company's initial public offering on June 20, 1996.
Mr. Lee is an energy resources consultant in the area of oil and gas exploration
and production. Prior to his retirement in 1993, Mr. Lee was with Unocal
Corporation ("Unocal") for 34 years. During his tenure at Unocal, Mr. Lee served
in various executive and managerial functions at both parent and subsidiary
levels, including Energy Resources Vice President -- Operations for major
international and domestic business units from 1992 to 1993, President of Unocal
International Oil & Gas Division 1988 to 1992, and Vice President and General
Manager of Union Oil Company of Indonesia from 1978 to 1982. Mr. Lee holds a
B.S. in Geology and an M.S. in Geology from the University of Oklahoma.
CHOTE SOPHONPANICH was elected to serve as a director of the Company
immediately prior to commencement of the Company's initial public offering on
June 20, 1996. Mr. Sophonpanich is Executive Chairman of Green Spot (Thailand)
Co. Ltd. and Chairman of Krungdhep Sophon Public Company Ltd., Eternal
Petrochemicals Co. Ltd. and C.S. Capital Ltd., all of which are companies
organized under the laws of the Kingdom of Thailand. He is serving as a
non-executive director of the Bangkok Bank with which he has been affiliated
since 1966. Mr. Sophonpanich is also a director of Chote Chalit Co. Ltd.,
Shangri-la Hotel Public Company Ltd., Siam Food Products Public Company Ltd.,
Palang Sophon Limited (one of the concessionaires, including the Company, in
Block B8/32 currently covering approximately 1.3 million acres in the central
portion of the Gulf of Thailand), Thoresen Agency Public Company Ltd., Union
Plastic Public Company Ltd., Union Textile Industries Public Company Ltd. and
Wilson Insurance Ltd. in Thailand. He also is serving as a non-executive
director of companies outside of Thailand, such as Bangkok Investments Ltd. of
Cayman Islands, First Overseas Bangkok Investments Pte. Ltd. of Singapore and
Stelux Co. Ltd. of Hong Kong. Mr. Sophonpanich graduated from the University of
Sydney with a Bachelor's degree in Economics.
MEETING AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors met five times during the year ended December 31,
1996, and Messrs. Rutherford, McCoy, McKenny and Lee each attended all meetings
for which he was eligible and Messrs. Moran, Gittis and Sophonpanich attended
four, four and two of such meetings, respectively. The Board of Directors has an
Executive Committee, a Nominating Committee, an Audit Committee and a
Compensation Committee, which were established in connection with the Company's
initial public offering in June, 1996.
The Executive Committee, which currently is composed of Messrs. Moran,
Rutherford, Gittis and McCoy, has the authority to act for the Board in all
matters arising between regular or special meetings of the
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<PAGE> 7
Board. The Executive Committee did not meet during the period ended December 31,
1996. They did meet during 1997 to recommend nominees for the Meeting.
The Nominating Committee, which currently is composed of Messrs. Moran,
Rutherford, McKenny and Sophonpanich, has the authority to recommend director
nominees to the Board of Directors. The Nominating Committee did not meet during
the period ended December 31, 1996.
The Audit Committee, which currently is composed of Messrs. McCoy, McKenny,
Lee and Sophonpanich, selects, subject to Board approval (and, if the Board so
determines, subject to stockholder approval), the independent accountants to
audit the Company's books and records, and considers and acts upon accounting
matters as they arise. The Audit Committee met once during the period ended
December 31, 1996 and all committee members except Mr. Sophonpanich attended the
meeting.
The Compensation Committee, which currently is composed of Messrs. Gittis,
Lee, Moran and Rutherford, administers the Company's stock option plans and
recommends compensation policies to the Board of Directors. The Compensation
Committee met once during 1996 and all committee members attended the meeting.
COMPENSATION OF DIRECTORS
The non-employee directors are each entitled to receive an annual retainer
fee of $15,000 and fees of $1,500 per meeting for their attendance at regular
and special Board of Directors meetings. Non-employee committee members are
entitled to additional fees of $750 for each committee meeting attended. All
directors have been and will be reimbursed for reasonable out-of-pocket expenses
incurred in connection with attendance at Board of Directors meetings.
Prior to its initial public offering in June, 1996, the Company established
the Rutherford-Moran Oil Corporation 1996 Non-Employee Director Stock Option
Plan (the "1996 Director Plan"), pursuant to which options to purchase shares of
Common Stock were made available for future grants to non-employee directors.
Contemporaneously with the initial public offering, the Company granted to each
non-employee director (Messrs. Gittis, McKenny, Lee and Sophonpanich) options to
acquire 2,500 shares of Common Stock. In addition, the Director Plan provides
for annual grants of options to acquire 1,000 shares of Common Stock to each
non-employee director serving on the Board of Directors following each annual
meeting of stockholders.
Effective November 1, 1996, the Company established the Rutherford-Moran
Non-Employee Director Deferred Compensation Plan (the "Deferred Compensation
Plan"). Pursuant to the Deferred Compensation Plan, non-employee directors of
the Company (currently Messrs. Gittis, McKenny, Lee and Sophonpanich) are
entitled, pursuant to an annual election, to defer up to 100% percent of all
fees paid to him in his capacity as a director of the Company, which deferred
amount is credited to an account maintained by the Company on the director's
behalf. Interest is credited by the Company to each director's account at a
simple interest rate, compounded quarterly, equal to the Company's bank's prime
rate or the prime rate of any other national bank established by the Board
administering the plan. The Company is obligated to pay to a director (or his
beneficiary) the balance in his account upon his death, disability, retirement
or earlier resignation or removal. A director also may withdraw all or a part of
his account balance in the event of a severe financial hardship (as defined in
the Deferred Compensation Plan). During 1996, Messrs. Lee and Gittis deferred
fees totalling $19,500 in the aggregate.
5
<PAGE> 8
PROPOSAL NO. 2
RATIFICATION OF AUDITORS
The firm of KPMG Peat Marwick LLP, Certified Public Accountants, has been
appointed by the Board of Directors to audit the accounts and records of the
Company for the fiscal year ending December 31, 1997. It is proposed that the
appointment of KPMG Peat Marwick LLP be submitted to the stockholders for
ratification.
Stockholder ratification of this appointment is not required. If the
proposal is not approved, management may reconsider the appointment for the
fiscal year ending December 31, 1997. A majority of the shares of Common Stock
present in person or by proxy and the Meeting and entitled to vote thereon will
be required for stockholder ratification of the appointment of auditors. The
Board of Directors recommends that the stockholders vote "FOR" this proposal. If
a stockholder executes and returns a proxy but does not specify otherwise, the
shares represented by such stockholder's proxy will be voted "FOR" approval of
this proposal.
KPMG Peat Marwick LLP has served as the Company's independent accountants
since its inception.
A representative of KPMG Peat Marwick LLP will be present at the meeting.
Such representative will be given the opportunity to make a statement should he
or she so desires and will be available to answer appropriate questions.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to commencement of the Company's initial public offering on June 20,
1996, all compensation decisions with respect to the Company's executive
officers were made by Messrs. Moran and Rutherford, which included salary
amounts for 1995 and 1996 as well as bonus amounts for 1995. Following
commencement of the initial public offering, the Compensation Committee has
ratified or approved all compensation decisions, including the level of bonuses
paid to executive officers during 1996. Messrs. Moran and Rutherford also serve
on the Company's Compensation Committee and are expected to participate in
compensation decisions in the future. Other members of such committee are
Messrs. Gittis and Lee.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
GENERAL POLICY
The Company's executive compensation program is designed to attract and
retain talented management personnel and to reward management for successful
performance of their duties and improving stockholder value. Compensation and
incentives are provided through the combination of cash salaries and bonuses,
stock option awards and grants of restricted stock. The Company's overall
compensation package is intended to provide the Company's executive officers
with salary and additional compensation, with an emphasis on compensation that
rewards the executive for actions that have demonstrably benefitted the
long-term interests of the Company. Decisions with respect to compensation for
any particular executive officer are based on a number of factors, including the
individual's performance and contribution to the future growth of the Company,
the financial and operational results of the Company and industry and market
conditions.
The components of the Company's executive compensation program are more
specifically summarized below.
Base Salary
The base salaries of the Company's executive officers during 1996 were
determined by Mr. Moran and Mr. Rutherford based on the employee's respective
positions with the Company, their talents and experience and competitive market
factors, including the desire by the Company to retain executives with expertise
and proven success in the Company's business areas. Although such compensation
was determined subjectively by Mr. Moran and Mr. Rutherford based upon their
experience in the oil and gas industry and without consulting independent
consultants or surveys, the Company believes that such base salaries are within
the range of base
6
<PAGE> 9
salaries paid to executive officers at comparable companies. The Company
currently does not pay Mr. Rutherford a salary for his services as the President
and Chief Executive Officer of the Company nor Mr. Moran for his services as
Chairman of the Board of Directors.
Bonus Compensation
Bonus compensation is provided to the Company's executive officers from
time to time based on the financial results of the Company and various
subjective factors. During 1996, the Company awarded Messrs. McCoy, Chavenson
and Nelson cash bonuses of $35,000, $20,000 and $10,000, respectively. These
bonuses were intended to reward them for the significant contributions that they
made to both the operations and finances of the Company in 1996. Factors
considered in awarding cash bonuses during 1996 include each executive's
contribution to (i) the successful completion of the Company's initial public
offering, (ii) the identification and access to new sources of capital for the
Company, (iii) the growth of the Company's hydrocarbon reserve base, (iv) the
individual's prior compensation level (v) evaluation by the Chairman of the
Board and Chief Executive Officer of the individual's level of performance and
achievement.
LONG-TERM INCENTIVE COMPENSATION
The Compensation Committee also believes that long-term incentive
compensation should be a component of the Company's compensation program and
that the value of long-term incentive compensation should be directly related to
increases in stockholder value. Thus, in addition to bonuses, the Company
provides long-term incentive compensation to its executive officers through
grants of restricted stock and stock options under the Company's 1996 Key
Employee Stock Plan (the "1996 Plan").
Under the Company's 1996 Plan, the Compensation Committee has the authority
to grant options to purchase shares of Common Stock to the Company's executive
officers and key employees for terms of up to ten years, with exercise prices
equal to 100% of the fair market value of the shares of stock on the date the
option is granted. The Compensation Committee believes that options provide a
desirable form of incentive to the Company's executive officers in that options
received by an executive officer will be of no value to the officer unless the
value of the Common Stock increases. As an additional incentive, the
Compensation Committee has the authority to grant restricted stock awards to the
Company's executive officers and key employees at no cost or below market value
to the officer or employee. Concurrent with the formation of the Compensation
Committee and upon commencement of the Company's initial public offering on June
20, 1996, the Company granted to its executive officers options to purchase
87,000 shares of Common Stock as well as restricted stock awards of 37,813
shares, substantially all of which vest in 20% increments over five years.
Decisions as to whether to grant options and restricted stock awards to an
executive officer in the future will be made by the full Board of Directors
based upon recommendations from the Compensation Committee in light of existing
circumstances, including the executive officer's contributions to the Company
over the prior year and the expected contributions by the executive officer in
the future and industry and market conditions. If an option or stock award is
granted to an executive officer, the number of shares of Common Stock subject to
the granted option or award will be based on, among other things, the level of
responsibility of the executive officer, the anticipated contribution of the
officer to the future growth of the Company and the potential dilution to the
Company's stockholders that might result from the grant. The Board and the
Compensation Committee also considers the amount and terms of other stock based
benefits held by the executive officers. Vesting requirements generally will be
placed on stock-based awards in order to relate the benefits of any award
granted to an executive officer to the continued employment of the executive
officer with the Company.
Members of the Compensation Committee
John A. Moran
Patrick R. Rutherford
Howard Gittis
Harry C. Lee
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<PAGE> 10
EXECUTIVE OFFICERS
Set forth below is certain information concerning the present executive
officers of the Company, each of whom serves at the pleasure of the Board of
Directors. There is no family relationship among any of these individuals nor
any of the Company's directors.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Patrick R. Rutherford 62 President, Chief Executive Officer and
Director
Michael D. McCoy 44 Executive Vice President, Chief Operating
Officer and Director
David F. Chavenson 44 Vice President and Chief Financial Officer and
Corporate Secretary
Gregory Nelson 49 Vice President, Exploration
</TABLE>
PATRICK R. RUTHERFORD has been President and Chief Executive Officer of the
Company since its inception. He has been Chairman of the Board of RMEC since its
inception. Since 1973, he has been Chairman of the Board and part owner of
Rutherford Oil Corporation (an oil and gas exploration and production company
that serves as operator of wells located in Texas and Louisiana and of producing
platforms in the Gulf of Mexico). He also served on the Board of Regents of West
Texas State University and was President of the Houston Speech and Hearing
Center. He has served as a director of First Interstate Bank of Texas, Texas
Commerce Bancshares, OKC Corporation, Olix Company, The University of Texas
Health Science Center Development Board, the Geological Foundation of the
University of Houston, and he was one of the founding directors of Southwest
Airlines.
MICHAEL D. MCCOY has been Executive Vice President and Chief Operating
Officer of the Company since its inception. He has been Executive Vice President
of RMEC since September 1990. Prior to joining the Company, Mr. McCoy served as
Manager of Land and Legal of Rutherford Oil Corporation. Mr. McCoy received his
B.A. degree from The University of Texas in 1974 and J.D. degree from South
Texas College of Law in 1977.
DAVID F. CHAVENSON has been Vice President and Chief Financial Officer of
the Company since April 1996. Mr. Chavenson was Treasurer of Oryx Energy
Company, an oil and gas exploration and production company (previously Sun
Exploration and Production Co.) ("Oryx"), from 1993 to April 1996. Prior to
that, during his 18 years with Oryx, he served as Assistant Treasurer and
Manager of Corporate Finance, Manager of Financial Analysis and Senior Financial
Specialist. Mr. Chavenson holds a B.A. in Economics from Dickinson College and
received an M.B.A. from the Harvard Business School. He is also a C.P.A.
GREGORY NELSON has been Vice President, Exploration of the Company since
its inception. From 1984 to 1992, Mr. Nelson was employed by Rutherford Oil
Corporation as an explorationist. From 1977 to 1984, Mr. Nelson was with Mobil
Oil Corporation. His duties at Mobil included exploration, with both geological
and geophysical responsibility, in the Gulf of Mexico and North Africa. His last
position at Mobil was Manager of Production Geology, North Texas and San Juan
Basin, New Mexico. He has a B.A. in Geology from Winona State College and
pursued post graduate studies in geology at The Ohio State University from 1974
to 1977.
8
<PAGE> 11
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning compensation for 1995
and 1996 earned by or paid to the Company's Chief Executive Officer and the
other executive officers whose total annual salary and bonus exceeded $100,000
during 1996:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION AWARDS
--------------------------------- --------------------------------------
RESTRICTED SECURITIES ALL OTHER
OTHER ANNUAL STOCK UNDERLYING ANNUAL
SALARY BONUS COMPENSATION AWARD(S) OPTIONS, COMPENSATION
NAME AND PRINCIPAL YEAR ($) ($) $(1) ($)(2) SARS(#)(3) (4)
------------------ ---- -------- ------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Patrick R. Rutherford 1996 -- -- -- -- -- --
President and Chief 1995 -- -- -- -- -- --
Executive Officer
Michael D. McCoy 1996 $187,008 $35,000 -- $460,000 45,000 $792
Executive Vice 1995 154,000 30,000 -- -- -- --
President and Chief Operating
Officer
David F. Chavenson 1996 153,743(6) 20,000 133,699 23,250 792
Vice President, Finance 1995 -- -- -- -- -- --
and Chief Financial Officer(5)
Gregory Nelson 1996 127,075 10,000 -- 280,140 18,750 750
Vice President, 1995 87,350 20,000 -- -- -- --
Exploration
</TABLE>
- ---------------
(1) The aggregate amounts of perquisites and other personal benefits, securities
or property is less than 10% of each executive officer's combined annual
salary and bonus during the applicable year.
(2) Represents grants of restricted stock awarded contemporaneously with
commencement of the Company's initial public offering, which are valued at
the initial public offering price of $23 per share. Messrs. McCoy, Chavenson
and Nelson received 20,000, 5,813 and 9,000 shares, respectively, all of
which vest in 20% increments over five years. Such individuals will be
entitled to receive any dividends paid, if any, with respect to such shares
while they remain unvested. Also includes 3,000 shares granted to Mr.
Nelson, which are valued at $24.38, the fair market value on the date of
grant, and which vest over five years.
(3) Represents options granted contemporaneously with commencement of the
Company's initial public offering at an exercise price equal to the initial
public offering price of $23 per share.
(4) Represents Company contributions to the employee's 401(k) plan account.
(5) Mr. Chavenson commenced his employment with the Company in April 1996.
(6) Includes $54,861 for moving relating expenses.
COMPENSATION PURSUANT TO EMPLOYEE BENEFIT PLANS
The Company maintains the 1996 Plan, which is intended to provide certain
full-time key employees, including officers and certain employee-directors of
the Company, with additional incentives to promote the success of the Company's
business and to enhance the Company's ability to attract and retain the services
of qualified persons. The 1996 Plan is administered by the Compensation
Committee of the Board of Directors of the Company. Under the Plan, options to
purchase Common Stock and restricted stock awards up to an aggregate of 500,000
shares of Common Stock may be granted by the Committee. The maximum number of
shares subject to options that may be issued to, and the maximum number of
shares subject to restricted stock awards that may be granted to, any employee
during any year is 75,000 and 50,000 shares, respectively. The exercise price of
an option granted pursuant to the 1996 Plan may not be less than the fair market
value of the Common Stock on the date of grant. In the case of a grant of an
option designated as an "Incentive Option" to an employee who owns ten percent
or more of the outstanding shares of Common Stock (a "10% Stockholder"), the
exercise price of each such option under the 1996 Plan may not be less than 110%
of the
9
<PAGE> 12
fair market price of the Common Stock on the date of the grant. No option may be
granted under the 1996 Plan with a duration of more than ten years. In the case
of a 10% Stockholder, no option designated as an "Incentive Option" may be
granted with a duration of more than five years. Options designated as
"Incentive Options" under the 1996 Plan may be treated as such only to the
extent that the aggregate fair market value of the stock with respect to which
options are exercisable for the first time by the option holder in any calendar
year, under the 1996 Plan or any other incentive stock option plan of the
Company, does not exceed $100,000 valued as of the date of grant. Under the 1996
Plan, the Committee may issue shares of restricted stock to employees for no
payment by the employee or for a payment below the fair market value on the date
of grant. The restricted stock is subject to certain restrictions described in
the 1996 Plan, with no restrictions continuing for more than ten years from the
date of the award. The 1996 Plan may be amended by the Board of Directors
without any requirement of stockholder approval, except as required by the rules
of the Nasdaq National Market and the incentive option rules of the Internal
Revenue Code of 1986. As of December 31, 1996, the Committee had granted options
to key employees of the Company to purchase an aggregate of 105,750 shares,
including options exercisable for 45,000, 23,250 and 18,750 shares of Common
Stock to Messrs. McCoy, Chavenson and Nelson, respectively. In addition, the
Company has granted to Messrs. McCoy, Chavenson and Nelson restricted stock
awards in the amount of 20,000, 5,813 and 12,000 shares, respectively. These
executive officers were not required to make any payment for these stock options
or restricted stock awards, all of which vest over five years in 20% increments.
Generally, restrictions on transfer and forfeiture provisions upon termination
of employment will apply to the restricted stock covered by these awards for a
period of up to five years, after which time the restrictions will lapse and all
of the stock will be owned by the employees free of further restrictions under
the 1996 Plan. Pursuant to his severance agreement with the Company, Mr.
Chavenson is entitled to accelerated vesting of his stock options and restricted
stock if he is terminated without "Cause" under his severance agreement. See
"-- Employment Contracts with Executive Officers".
The following table sets forth (for each executive officer named in the
Summary Compensation Table above) information concerning stock options granted
in 1996:
OPTION GRANTS IN FISCAL 1996
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
- ---------------------------------------------------------------------------------- AT ASSUMED ANNUAL RATES
% OF TOTAL OF STOCK PRICE
NUMBER OF OPTIONS APPRECIATION FOR
SHARES GRANTED TO EXERCISE OPTION TERM(1)
UNDERLYING EMPLOYEES IN PRICE EXPIRATION ---------------------------
NAME OPTIONS GRANTED FISCAL YEAR ($/SHARE) DATE 5%($) 10%($)
---- --------------- ------------ --------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Patrick R. Rutherford.... -- -- -- -- --
Michael D. McCoy......... 45,000 $23 6/26/2006 $650,700 $1,649,250
David F. Chavenson....... 23,250 23 6/26/2006 336,195 852,113
Gregory Nelson........... 18,750 23 6/26/2006 271,125 687,188
</TABLE>
- ---------------
(1) The potential realizable value of each grant of options assumes that the
market price of the Company's common stock appreciates in value from the
date of grant to the end of the option term at the annualized rate noted
above.
10
<PAGE> 13
The following table sets forth (for each executive officer named in the
Summary Compensation Table above) information concerning stock options exercised
in 1996 and stock options unexercised at December 31, 1996:
AGGREGATED OPTION/SAR EXERCISES IN 1996 AND OPTION VALUES AT
DECEMBER 31, 1996(1)
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SARS AT OPTIONS/SARS AT
ACQUIRED VALUE DECEMBER 31, 1996 DECEMBER 31, 1996
ON REALIZED ------------------------- ----------------------------
NAME EXERCISE ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
---- -------- -------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Patrick R. Rutherford........ -- -- -- --
Michael D. McCoy............. -- -- 45,000 0/$225,000
David F. Chavenson........... -- -- 23,250 0/116,250
Gregory Nelson............... -- -- 18,750 0/93,750
</TABLE>
- ---------------
(1) Calculated utilizing the closing price of the Company's Common Stock on
December 31, 1996.
EMPLOYMENT CONTRACTS WITH EXECUTIVE OFFICERS
The Company has entered into an employment agreement with Mr. Chavenson
whereby Mr. Chavenson is compensated at a minimum base salary of $155,000 per
year and is eligible for incentive bonuses of up to 35% of his annual base
salary, subject to review and adjustment by the Board. In the event Mr.
Chavenson's employment with the Company is terminated without Cause (as defined
below), he is entitled to receive (i) payment of one year of his base salary (in
effect at such time) and bonus (if any), (ii) one year of medical, dental and
life insurance coverage, (iii) the right to vest immediately all stock options
and restricted stock awards under the 1996 Plan; (iv) relocation assistance, and
(v) outplacement benefits. "Cause" is defined as (i) any material failure by Mr.
Chavenson after written notice to perform his duties when such failure shall
have continued for 30 days after receipt of such notice, (ii) commission of
fraud by Mr. Chavenson against the Company, its affiliates or customers, or
(iii) conviction of Mr. Chavenson of a felony offense or a crime involving moral
turpitude. In the event Mr. Chavenson's employment with the Company is
terminated following a Change of Control (as defined in the 1996 Plan), he is
entitled to (i) payment of two years of base salary (in effect at such time) and
bonus (if any), (ii) two years of medical, dental and life insurance coverage,
(iii) relocation assistance, and (iv) outplacement benefits.
CERTAIN TRANSACTIONS
Prior to the Company's initial public offering (the "IPO") in June 1996,
the Company's operations were conducted by Rutherford-Moran Exploration Company
("RMEC"), the Company's predecessor, and RMEC's subsidiary, Thai Romo Limited
("Thai Romo"). Prior to the IPO, Messrs. Moran and Rutherford and Sidney F.
Jones were the sole stockholders and directors of RMEC and also owned a
significant portion of Thai Romo in addition to their indirect ownership through
RMEC. Mr. McCoy, a current director of the Company, also owned a percentage of
Thai Romo prior to the IPO. Therefore, Messrs. Moran, Rutherford, Jones and
McCoy would be deemed to have a personal interest in transactions prior to the
IPO between RMEC and Thai Romo. In connection with the IPO, the Company was
reorganized so that RMEC and Thai Romo became wholly-owned subsidiaries of the
Company (other than certain nominal interests in Thai Romo required by the laws
of Thailand), which eliminated any personal interest of Messrs. Moran,
Rutherford, Jones and McCoy in transactions between RMEC and Thai Romo (other
than as stockholders of the Company).
STOCKHOLDER LOANS TO RMEC AND OTHER TRANSACTIONS
During the period June 1, 1991 through March 31, 1996, the stockholders of
RMEC advanced funds to RMEC in exchange for certain unsecured, demand promissory
notes (the "Promissory Notes"). The
11
<PAGE> 14
Promissory Notes relating to advances made prior to 1995 accrued interest at a
prime rate (the "Prime Rate") while Promissory Notes relating to advances made
during 1995 accrued interest at the prime rate plus one percent. During the
period June 1, 1991 through March 31, 1996, RMEC repaid principal and accrued
interest on the Promissory Notes held by Messrs. Rutherford, Moran and Jones,
totalling $4,254,226, $4,035,768 and $200,337, respectively.
Prior to the IPO, RMEC acquired 32,608.5 shares in Thai Romo along with
corresponding shareholders loans for such shares, which represented a 3%
interest in Thai Romo for approximately $3,129,669 pursuant to a stockholders
agreement among the stockholders of Thai Romo. Such shares were acquired from an
affiliate of a commercial lender of the Company. The purchase price for such
shares was provided by loans of $1,564,834, $1,477,204 and $87,631 from Messrs.
Rutherford, Moran and Jones, respectively. The terms of the notes evidencing
such loans are identical to the Promissory Notes.
All of the Promissory Notes described above, in an aggregate principal
amount of $11,620,000 plus accrued interest, were repaid out of the proceeds
from the IPO. In addition, prior to the IPO, RMEC redeemed certain shares of
common stock of RMEC owned by Messrs. Moran and Rutherford for promissory notes
in the principal amounts of $6,000,000 and $6,359,705, respectively. Such notes
accrued interest at the prime rate plus one percent. Utilizing a portion of the
net proceeds from the IPO, the Company repaid these notes.
MANAGEMENT SERVICES AGREEMENT
On July 7, 1995, Thai Romo signed a Management Services Agreement (the
"MSA") with RMEC. Under the MSA, RMEC provides managerial services in the oil
and gas business to Thai Romo, including general managerial services, financial
management, plans and projects advice and assistance, personnel management and
advice and assistance in interpreting and complying with government regulations
and legislation. As compensation for the services provided, RMEC receives
payment of all expenses incurred, including but not limited to travel expenses,
salaries, bonuses and overhead. The term of the MSA is one year and renewable
automatically for successive terms of one year unless terminated by either party
with or without cause. Prior to the IPO and for the year ended December 31,
1996, Thai Romo paid RMEC $187,509 under the MSA. Messrs. Rutherford, Moran and
Jones owned 50%, 45% and 5%, respectively, of the outstanding stock of RMEC
prior to the IPO.
REGISTRATION RIGHTS AGREEMENT
Pursuant to a Registration Rights Agreement between the Company and Messrs.
Rutherford, Moran, McCoy and Susan R. Rutherford, wife of Mr. Rutherford
(collectively, the "Registration Group"), the Registration Group has the right,
subject to certain customary limitations, to demand registration under the
Securities Act of any or all of the shares of the Common Stock they beneficially
own. In addition, each demand registration must cover at least 5% of the
registrable securities covered by the agreement. The Company may be required to
effect up to five such demand registrations and the expenses of any such demand
registration shall be borne by the selling stockholders. In addition, except in
certain circumstances and subject to certain limitations, if the Company
proposes to register any shares of Common Stock under the Securities Act, the
Registration Group will be entitled to require the Company to include all or a
portion of the shares of Common Stock it owns in such registration. The expenses
of any such "piggyback" registration, other than underwriting discounts and
commissions and transfer tax relating to Common Stock to be sold by the
Registration Group, will be borne by the Company. In addition, the Company has
agreed to indemnify any underwriter and selling stockholder in connection with
any registration made pursuant to the Registration Rights Agreement against
certain liabilities, including liabilities under the Securities Act.
12
<PAGE> 15
PERFORMANCE GRAPH
The following graph compares the cumulative stockholder return on the
Common Stock of the Company, for the period from June 26, 1996, the date on
which the Company's Common Stock was first registered under Section 12 of the
Securities Exchange Act of 1934, as amended, through December 31, 1996, with the
cumulative total return of the Standard and Poors 500 Stock Index and an
industry index representing the Company's peer group. The Company's peer group
is comprised of Chesapeake Energy Company, Belco Oil & Gas Corp., Newfield
Exploration Corporation, Benton Oil & Gas Corporation, Pogo Producing Company,
United Meridian Corp. and Triton Energy Corp. The graph assumes investment of
$100 on June 26, 1996 and reinvestment of all dividends.
COMPARISON OF CUMULATIVE TOTAL RETURN*
<TABLE>
<CAPTION>
PEERS +
MEASUREMENT PERIOD RUTHERFORD- PEER GROUP RUTHERFORD-
(FISCAL YEAR COVERED) MORAN S&P 500 RUSSELL 1000 ONLY MORAN
<S> <C> <C> <C> <C> <C>
6/26/96 100.00 100.00 100.00 100.00 100.00
12/31/96 114.87 111.68 111.50 105.33 106.22
</TABLE>
The foregoing graph is based on historical data and is not necessarily
indicative of future performance. This graph shall not be deemed to be
"soliciting material" or to be "filed" with the Securities and Exchange
Commission or subject to the Regulations of 14A or 14C under the Exchange Act or
to the liabilities of Section 18 under such act.
13
<PAGE> 16
SECURITY OWNERSHIP OF PRINCIPAL
STOCKHOLDERS AND MANAGEMENT
The following table sets forth, as of March 10, 1997, the stock ownership
of the Company's named executive officers and directors individually, all
directors and executive officers as a group, and each person known by the
Company to be the beneficial owner of more than 5% of the Company's Common
Stock.
<TABLE>
<CAPTION>
AMOUNT
AND NATURE OF
NAME OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP OF CLASS
---------------- ------------- --------
<S> <C> <C>
5% STOCKHOLDERS:
JAMTHAI, Inc.(1)............................................ 9,348,607 37%
THAIJAM, L.P.(1)............................................ 8,231,483 32%
PRRTHAI, Inc.(2)............................................ 3,645,161 14%
DIRECTORS AND EXECUTIVE OFFICERS:
John A. Moran(1)............................................ 9,348,607 37%
Patrick R. Rutherford(2).................................... 9,663,007 38%
Michael D. McCoy(3)......................................... 179,485 *
David F. Chavenson(4)....................................... -- --
Gregory Nelson(5)........................................... -- --
Howard Gittis(6)............................................ 5,000 *
Jere W. McKenny(6).......................................... 5,000 *
Harry C. Lee(6)............................................. 5,000 *
Chote Sophonpanich(6)....................................... 5,000 *
Executive officers and directors as a group................. 19,191,099 75%
</TABLE>
- ---------------
* Less than one percent.
(1) JAMTHAI, Inc.'s ownership includes (i) 8,231,483 shares owned by THAIJAM,
L.P. ("THAIJAM"), a limited partnership for which JAMTHAI is the sole
general partner and (ii) 120,000 shares owned by a partnership in which
JAMTHAI and Mr. Moran serve as general partners. Mr. Moran's ownership
includes all shares owned by JAMTHAI, for which Mr. Moran is the President
and sole stockholder, but excludes 4,000 shares owned by Mr. Moran's wife,
for which he disclaims beneficial ownership. The business address for
JAMTHAI, THAIJAM and Mr. Moran is 5 Greenway Plaza, suite 220, Houston,
Texas 77049.
(2) PRRTHAI, Inc.'s ownership includes 19,673 shares owned by a limited
partnership for which PRRTHAI serves as the sole general partner. Mr.
Rutherford's ownership includes (i) all shares beneficially owned by
PRRTHAI, for which Mr. Rutherford is the President and sole stockholder. Mr.
Rutherford's ownership excludes the following shares for which he disclaims
beneficial ownership: (i) 144,587 shares owned by a company controlled by
Mr. Rutherford's wife and (ii) 22,000 shares owned directly by Mr.
Rutherford's wife.
(3) Includes 179,485 shares owned directly by MDMTHAI, Inc., a Texas corporation
owned by Mr. McCoy, but excludes 20,000 shares of restricted stock not yet
vested and 45,000 shares underlying options that are not presently
exercisable within 60 days.
(4) Excludes 5,813 shares of restricted stock not yet vested and 23,250 shares
underlying options that are not presently exercisable within 60 days.
(5) Excludes 12,000 shares of restricted stock not yet vested and 18,750 shares
underlying options that are not presently exercisable within 60 days.
(6) Excludes 2,500 shares underlying options that are not presently exercisable
within 60 days.
14
<PAGE> 17
OTHER MATTERS
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who beneficially own more than ten per cent
of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten-percent stockholders are required by
the regulations promulgated under Section 16(a) to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Form 5's were
required for those persons, the Company believes that, during the period from
January 1, 1996 through December 31, 1996, all filing requirements applicable to
officers, directors, and greater than ten-percent stockholders were complied
with, except that JAMTHAI, THAIJAM and PRRTHAI each were late in filing Form 3s
reporting their initial beneficial ownership in the Company.
OTHER BUSINESS
As of the date of this Proxy Statement, management of the Company was not
aware of any matter to be presented at the Meeting other than as set forth
herein. If any other matters are properly brought before the Meeting, however,
the shares represented by valid proxies will be voted with respect to such
matters in accordance with the judgment of the persons voting them.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING.
Any proposal by a Stockholder to be presented at the Company's next Annual
Meeting of Stockholders, currently expected to be held in May, 1998, must be
received at the offices of the Company, 5 Greenway Plaza, Suite 220, Houston,
Texas 77046 between November 1, 1997 and March 1, 1998 but in no event later
than March 1, 1998.
ANNUAL REPORT
The Company has elected to satisfy its obligation to furnish an Annual
Report to stockholders by providing stockholders with a copy of its Annual
Report on Form 10-K for the year ended December 31, 1996, as filed with the
Securities and Exchange Commission, less exhibits. The financial statements and
related information contained therein are incorporated by reference into this
Proxy.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ JOHN A. MORAN
John A. Moran
Chairman of the Board
April 16, 1997
15
<PAGE> 18
RUTHERFORD-MORAN OIL CORPORATION
PROXY SOLICITED BY BOARD OF DIRECTORS
IF NO SPECIFICATION IS MADE, PROXIES WILL VOTE FOR THE ELECTION OF THE NOMINEES
NAMED ON THE REVERSE SIDE OR ANY SUBSTITUTE FOR THEM AND FOR ITEMS 2 THROUGH 3,
AS RECOMMENDED BY THE BOARD OF DIRECTORS.
The undersigned stockholder(s) of Rutherford-Moran Oil Corporation hereby
appoints John A. Moran and Patrick R. Rutherford, and either of them, proxies
of the undersigned with power of substitution to vote, as designated on the
reverse side of this card, all shares which the undesigned would be entitled to
vote at the Annual Meeting of Stockholders to be held at the Ritz Carlton
Hotel, 1919 Briar Oaks Dr., Houston, Texas on May 8, 1997, at 9:00 A.M.,
C.S.T., or at any adjournment or adjournments thereof, on the matters described
in the enclosed Proxy Statement dated April 16, 1997.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
<PAGE> 19
[X] PLEASE MARK YOUR |
VOTES AS IN THIS | 8228
EXAMPLE. |
----------
Item 1. To elect seven directors to serve until the Annual Meeting of
Stockholders in 1998
FOR ALL NOMINEES WITHHOLD AUTHORITY
LISTED OR ANY TO VOTE FOR ALL
SUBSTITUTES NOMINEES LISTED
[ ] [ ]
Nominees: John A. Moran Patrick R. Rutherford Michael D. McCoy
Howard Gittis Jere W. McKenny Harry C. Lee
Chote Sophonpanich
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE
STRIKE A LINE THROUGH HIS NAME.
Item 2. To consider and act upon a proposal to ratify the appointment of
KPMG Peat Marwick LLP as independent auditors for the fiscal year
ending December 31, 1997; and
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Item 3. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof
WILL ATTEND MEETING [ ]
NOTE: Please sign your name exactly as
it appears hereon. When signing as
attorney, executor, administrator,
trustee or guardian, please give
your full title as it appears
hereon. When signing as joint
tenants, all parties in the joint
tenancy must sign. When a proxy is
given by a corporation, it should
be signed by an authorized
officer.
---------------------------------------
---------------------------------------
SIGNATURE(S) DATE
