<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 (S)240.14a-11(c) or (S)240.14a-12
THE WISER OIL COMPANY
- --------------------------------------------------------------------------------
(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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] 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:
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(2) Aggregate number of securities to which transaction applies:
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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:
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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:
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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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Notes:
<PAGE>
[LOGO APPEARS HERE]
THE WISER OIL COMPANY
8115 Preston Road, Suite 400
Dallas, Texas 75225
March 31, 1995
Dear Shareholder:
Your Board of Directors joins me in extending an invitation to attend the
1995 Annual Meeting of Shareholders which will be held on Monday, May 15, 1995
at 4:00 p.m., at the Park City Club, 5956 Sherry Lane, 17th Floor, Dallas, Texas
75225. The meeting will start promptly at 4:00 p.m.
We sincerely hope you will be able to attend and participate in the
meeting. We will report on the Company's progress and respond to questions you
may have about the Company's business. There will also be important items which
are required to be acted upon by shareholders.
Whether or not you plan to attend, it is important that your shares be
represented and voted at the meeting, and, therefore, we urge you to complete,
sign, date and return the enclosed proxy card in the envelope provided for this
purpose.
Sincerely yours,
/s/ ANDREW J. SHOUP, JR.
------------------------
ANDREW J. SHOUP, JR.
President and Chief
Executive Officer
<PAGE>
THE WISER OIL COMPANY
DALLAS, TEXAS
NOTICE OF ANNUAL MEETING TO BE HELD MAY 15, 1995
To The Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders (the "Annual
Meeting") of The Wiser Oil Company (the "Company") will be held at the Park City
Club, 5956 Sherry Lane, 17th Floor, Dallas, Texas, on May 15, 1995, at 4:00
p.m., Central Daylight Savings Time, for the purpose of considering and acting
upon the following:
(1) Election of Directors: The election of three Directors each to serve
for a three-year term expiring in 1998; and
(2) To approve an amendment to the 1991 Stock Incentive Plan to increase
the number of shares of the Company's common stock, par value $3.00 per share,
that may be offered pursuant to the Stock Incentive Plan from 240,000 to
600,000 shares and to extend the duration of the Plan.
(3) Other business: Such other business as may properly come before the
Annual Meeting or any adjournment thereof.
Only stockholders of record at the close of business on March 29, 1995, will
be entitled to notice of, and to vote at, the Annual Meeting.
The Annual Report to Stockholders for the year ended December 31, 1994, in
which financial statements of the Company are included, was mailed with this
Proxy Statement to each stockholder of record at the close of business on March
29, 1995.
You are urged to sign, date and return the enclosed proxy as promptly as
possible, whether or not you plan to attend the Annual Meeting in person. If
you attend the Annual Meeting, you may revoke your proxy and vote your shares in
person.
By Order of the Board of Directors,
/s/ Lawrence J. Finn
Lawrence J. Finn
Assistant Secretary
Dallas, Texas
March 31, 1995
<PAGE>
THE WISER OIL COMPANY
8115 PRESTON ROAD, SUITE 400
DALLAS, TEXAS 75225
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 15, 1995
GENERAL INFORMATION
The accompanying proxy is solicited by the Board of Directors (the "Board of
Directors") of The Wiser Oil Company (the "Company") in connection with its
Annual Meeting of Stockholders (the "Annual Meeting") to be held on Monday, May
15, 1995, and any adjournment thereof. The approximate date on which this Proxy
Statement and the enclosed proxy are first being sent to stockholders is April
10, 1995.
If the accompanying proxy is duly executed and returned, the shares of
Common Stock of the Company represented thereby will be voted in accordance with
the Board of Directors' recommendations herein set forth and, where a
specification is made by the stockholder as provided therein, will be voted in
accordance with such specification. A proxy may be revoked by the person
executing it at any time before it has been exercised, but the revocation of the
proxy will not be effective until notice thereof has been given to Lawrence J.
Finn, Assistant Secretary of the Company. If a stockholder attends the Annual
Meeting, the stockholder may revoke the proxy and vote in person.
As of March 29, 1995, 8,939,368 shares of Common Stock of the Company were
outstanding. Such Common Stock constitutes the only class of voting securities
of the Company. Only stockholders of record as of the close of business on
March 29, 1995, are entitled to receive notice of, and to vote at, the Annual
Meeting. Such holders are entitled to one vote for each share so held.
Holders of Common Stock of the Company do not have cumulative voting rights
with respect to the election of Directors.
ELECTION OF DIRECTORS
The Board of Directors of the Company consists of nine Directors, of which
three are to be elected at the Annual Meeting to serve for three-year terms.
The Board of Directors has nominated A. W. Schenck, III, Ronald A. Lenser, Jon
L. Mosle, Jr. for election to the Board to serve until the Annual Meeting in
1998, and until their successors are duly elected and qualified. Each is a
current member of the Board whose term ends at the meeting.
Unless authority to do so is withheld, it is intended that the proxies
solicited by the Board of Directors will be voted for the nominees named. If
any of the nominees becomes unable to serve or for good cause will not serve,
the persons named as proxies in the accompanying proxy intend to vote for such
substitute nominees as the Board may propose, unless the Board adopts a
resolution reducing the number of Directors.
Set forth below is certain information as of March 1, 1995, concerning the
three nominees for election at the Annual Meeting and the six Directors of the
Company whose terms will continue after the meeting, including information with
respect to the principal occupation or employment of each nominee or Director
during the past five years. Except as otherwise shown, each of the nominees and
Directors has held the positions shown for at least the past five years.
1
<PAGE>
NOMINEES FOR ELECTION AS DIRECTORS FOR THREE-YEAR TERM EXPIRING IN 1998
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION
NAME SINCE AGE AND OTHER DIRECTORSHIPS
- ---- -------- --- -----------------------
<S> <C> <C> <C>
A. W. Schenck, III 1986 51 Executive Vice President of PNC Bank Corp. since March 1993; Vice
Chairman, Pittsburgh National Bank 1990 through February 1993;
Executive Vice President, Pittsburgh National Bank 1985-1989;
Director of Pittsburgh National Bank since January 1990 and
Director of Visa, U.S.A. since August 1990.
Ronald A. Lenser 1986 62 President of R. A. Lenser & Associates, Inc., a consulting
petroleum engineering company, Houston, Texas.
Jon L. Mosle, Jr. 1994 65 Self Employed Consultant, Investor since 1993; Director Private
Capitol-Ameritrust 1984-1993; Director of Aquila Gas Pipeline
Corporation, Southwest Securities, Inc., Trust Company of Texas
and First National Bank of Park Cities.
</TABLE>
DIRECTORS WHOSE TERMS EXPIRE IN 1997
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION
NAME SINCE AGE AND OTHER DIRECTORSHIPS
- ---- -------- --- -----------------------
<S> <C> <C> <C>
John C. Wright 1960 69 Chairman of the Board since April 24, 1991; President and Chief
Executive Officer of the Company 1960 through July 1, 1991.
Howard G. Hamilton 1974 62 Owner and operator of Palm Pavilion, a recreational facility in
Clearwater, Florida.
C. Frayer Kimball, III 1972 60 Owner and Vice President of Petroleum Engineers, Inc., Lafayette,
Louisiana, a consulting engineering firm; Owner and Vice President
of Triumph Energy, Inc., a producer of oil and gas.
</TABLE>
DIRECTORS WHOSE TERMS EXPIRE IN 1996
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION
NAME SINCE AGE AND OTHER DIRECTORSHIPS
- ---- -------- --- -----------------------
<S> <C> <C> <C>
John W. Cushing, III 1986 61 President of Petroleum Services, Inc., a geologic consulting firm;
Vice President of Hydrocarbon Well Logging, Inc., a well service
and engineering company, Parkersburg, West Virginia.
P. D. Neuenschwander 1964 69 Independent oil and gas consultant in Wyoming.
Andrew J. Shoup, Jr. 1991 59 President and Director of the Company since July 1, 1991;
Consultant to Pacific Enterprises Oil Company (USA), an oil and
gas exploration and production company, September 1990-June 1991;
President and Chief Operating Officer of Pacific Enterprises Oil
Company (USA), January 1989-September 1990; Chairman and Chief
Executive Officer of Sabine Corporation, an oil and gas
exploration and production company, June 1986-January 1989.
</TABLE>
2
<PAGE>
REQUIRED AFFIRMATIVE VOTE AND VOTING PROCEDURES
The holders of a majority of the outstanding shares of Common Stock, present
in person or represented by proxy, are necessary to constitute a quorum at the
Annual Meeting. In accordance with the Company's by-laws and Delaware law, the
nominees who receive a plurality of the votes cast by stockholders present or
represented by proxy at the Annual Meeting, up to the number of Directors to be
elected, will be elected as Directors of the Company. Thus, any abstentions or
non-votes will have no effect on the election of Directors.
BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors has an Audit Committee and a Compensation
Committee, but does not have a Nominating Committee. The Audit Committee
consists of Messrs. Wright, Cushing, Lenser and Mosle. The Audit Committee
reviews the reports and recommendations of the Company's independent auditors as
well as the scope of their review and their compensation, and also meets with
representatives of management as appropriate. During 1994, the Audit Committee
held two meetings. The Compensation Committee consists of Messrs. Kimball,
Hamilton and Schenck. The Compensation Committee reviews and recommends to the
Board of Directors the remuneration of the executive officers of the Company and
administers the Company's 1991 Stock Incentive Plan and 1991 Non-Employee
Directors' Stock Option Plan. See "Report of Compensation Committee" contained
herein. During 1994, the Compensation Committee held three meetings.
The Board of Directors held six meetings in 1994. Six of the eight
Directors, Messrs. Wright, Shoup, Neuenschwander, Cushing, Hamilton and Lenser,
attended all meetings of the Board and Committees of which they are members
during the period they served on such. None of the Directors attended less than
75% of such meetings with the exception of Mosle who was elected Director in
August 1994. Mr. Mosle attended 100% of such meetings after his election.
EXECUTIVE OFFICERS
The following is a list of the names and ages of all the executive officers
of the Company, indicating all positions and offices with the Company held by
each such person and each such person's principal occupation or employment
during the past five years. None of the persons listed has served or is serving
as an officer as a result of any arrangement or understanding between him and
any other person pursuant to which he was selected as an officer.
<TABLE>
<CAPTION>
POSITIONS AND OFFICES HELD AND PRINCIPAL
NAME AGE OCCUPATION OR EMPLOYMENT DURING PAST FIVE YEARS
---- --- -----------------------------------------------
<S> <C> <C>
Andrew J. Shoup, Jr. 59 President and Director of the Company since July 1,
1991; Consultant to Pacific Enterprises Oil Company
(USA), an oil and gas exploration and production
company, September 1990-June 1991; President and
Chief Operating Officer of Pacific Enterprises Oil
Company (USA), January 1989-September 1990;
Chairman and Chief Executive Officer of Sabine
Corporation, an oil and gas exploration and
production company, June 1986-January 1989.
A. Wayne Ritter 54 Vice President, Acquisitions and Production of the
Company since August 16, 1993; Vice President in
Charge of Acquisitions of the Company, September
1991 - August 1993; Manager of Production - Fort
Worth Division of Snyder Oil Corporation, an oil
and gas exploration and production company,
September 1990 - September 1991; Manager of
Business Development, Marsh Operating Company, an
oil and gas exploration and production company,
prior thereto.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Lawrence J. Finn 50 Vice President Finance and Chief Financial Officer
of the Company since November 1, 1993; President of
CWF Energy, Inc., August 1990 - October 1993; Vice
President Finance and Chief Financial Officer of
Verado Energy, Inc., March 1988 - August 1990.
Allan J. Simus 60 President of The Wiser Oil Company Canada Ltd.
since August 1, 1994; President and General Manager
of LL&E Canada, Ltd., 1988 - July 1994; President
of Del Norte Resources Ltd., 1987-1988; Executive
Vice President and Director of Onyx Petroleum
Exploration Company Ltd. 1983 - 1986; General
Manager of Sabine Canada Ltd., 1974 - 1982.
</TABLE>
SECTION 16(A) COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission (the "Commission") initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities of
the Company. Such persons are required by Commission regulations to furnish the
Company with copies of all Section 16(a) forms they file. In 1994, one
statement of changes in beneficial ownership relating to one transaction was
filed late by Lawrence J. Finn, an officer of the Company. Allan J. Simus, an
officer of The Wiser Oil Company Canada Ltd., a subsidiary of the Company,
filed an amended initial statement of beneficial ownership of securities
relating to one transaction. In making this disclosure, the Company has relied
solely on written representations of its Directors and executive officers and
copies of the reports that they have filed with the Commission.
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation
paid by the Company in 1992, 1993 and 1994 to its President and Chief Executive
Officer and each other executive officer of the Company whose aggregate salary
and bonus exceeded $100,000 in 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------- ----------------------
AWARDS
----------------------
NAME AND PRINCIPAL NUMBER OF SECURITIES ALL OTHER
POSITION YEAR SALARY ($) BONUS ($) UNDERLYING OPTIONS COMPENSATION ($)
- ------------------ ---- ----------- --------- ---------------------- ----------------
<S> <C> <C> <C> <C> <C>
Andrew J. Shoup, Jr. 1994 255,000 0 70,000 8,100(1)
President and Chief 1993 235,000 55,000 0 7,500
Executive Officer (2) 1992 200,000 20,000 10,000 4,053
A. Wayne Ritter 1994 145,000 0 30,000 4,638(1)
Vice President, 1993 125,000 28,000 0 4,038
Acquisitions and 1992 100,000 10,000 15,000 1,101
Production
Lawrence J. Finn 1994 125,000 0 30,000 3,461(1)
Vice President Finance 1993 20,000(3) 0 10,000 0
and Chief Financial Officer
</TABLE>
4
<PAGE>
(1) Represents (a) matching contributions by the Company in 1994 to the
accounts of Mr. Shoup $7,650, Mr. Ritter $4,350, and Mr. Finn $3,173 under
the Company's Savings Plan and (b) the dollar value of life insurance
premiums paid by the Company in 1994 for the benefit of Mr. Shoup $450, Mr.
Ritter $288, and Mr. Finn $288.
(2) At December 31, 1994, Mr. Shoup held 2,500 shares of restricted stock
with an aggregate value of $35,625, based on the market value of the
underlying Common Stock on that date. Dividends are payable on such shares
of restricted stock in amounts equivalent to dividends paid on the
Company's Common Stock. A total of 5,000 shares of restricted stock were
awarded to Mr. Shoup on July 1, 1991, of which 1,250 shares vested on June
30, 1993 and 1,250 shares vested on June 30, 1994, and the remaining 2,500
shares vest in increments of 1,250 shares on June 30, 1995, and June 30,
1996.
(3) Mr. Finn joined the Company on November 1, 1993.
(4) Mr. Simus joined the Company on August 1, 1994 and, as of December 31,
1994, had not received in excess of $100,000 in compensation.
The following table contains information concerning the grant of stock
options during 1994 to the executive officers named in the above Summary
Compensation Table (the "Named Executive Officers").
OPTIONS/SARS GRANTED IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
-------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NUMBER OF % OF TOTAL GRANT
SECURITIES OPTIONS/SARS EXERCISE DATE
UNDERLYING GRANTED TO OR BASE PRESENT
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION VALUE ($)
NAME GRANTED FISCAL YEAR ($/SH) DATE (2)
- ------ ------------ ------------ -------- ---------- --------
<S> <C> <C> <C> <C> <C>
Andrew J. Shoup, Jr. 70,000 43.1% 18.125 02/14/2004 $439,600
A. Wayne Ritter 30,000 18.5% 18.125 02/14/2004 $188,400
Lawrence J. Finn 30,000 18.5% 15.000 11/15/2004 $172,200
Allan J. Simus 10,000 6.2% 16.875 08/15/2004 $ 61,300
</TABLE>
(1) All options granted to Named Executive Officers were granted during
fiscal year 1994 under the Stock Option Plan. All options become
exercisable in cumulative annual increments of twenty-five percent
commencing on the first anniversary of the grant, and are exercisable
for a period of ten years from the date of grant. All options were
granted with an exercise price equal to 100% of the market price for
Common Stock on the date of grant of such option.
5
<PAGE>
(2) These amounts represent the value of the grants based upon the Black-
Scholes option pricing model. The valuation assumes exercised at the
end of a ten year option term and the following data:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Option Recipient Shoup Ritter Finn Simus
Risk free interest rate 5.87% 5.87% 7.98% 7.33%
Dividend yield 2.2% 2.2% 2.4% 2.4%
Volatility (three year monthly close) 24.10% 24.10% 21.65% 21.78%
</TABLE>
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FY-END IN-THE-MONEY
(NO. OF SHARES) OPTIONS AT FY-END ($) (1)
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------------------- -------------------------
<S> <C> <C> <C> <C>
Andrew J. Shoup, Jr. 27,500 67,500 $ 0 $ 0
A. Wayne Ritter 3,000 2,000 $750 $500
11,500 28,500 $ 0 $ 0
Lawrence J. Finn 2,000 38,000 $ 0 $ 0
</TABLE>
(1) Computed based upon the difference between the market value of the
Common Stock at December 31, 1994 and the exercise price.
PENSION BENEFITS
Only employees working in the United States are covered by the following
plan.
Each of the persons specified in the compensation tables above is covered by
the Company's Retirement Income Plan, a non-contributory defined benefit pension
plan under which retirement benefits are provided to substantially all non-union
employees of the Company. The Retirement Income Plan provides a monthly benefit
upon retirement equal to 2 percent of the employee's monthly earnings (computed
generally on the basis of the participant's average monthly earnings for the 60
highest paid consecutive months during the 120 consecutive months immediately
preceding the employee's retirement date) for each year of credited service up
to 25 years, plus 1 percent of the employee's average monthly earnings (as so
computed) for each year of credited service in excess of 25 years. Offset
against such amount is an amount equal to 0.5 percent of the lesser of the
participant's final average earnings per month or 1/12th of covered compensation
(as such terms are used in the calculation of social security benefits)
multiplied by years of credited service to a maximum of 35 years. If it would
result in a greater payment of monthly benefits than the above calculation, an
employee who was a participant in the plan as of December 31, 1988 would receive
his monthly retirement income as calculated under the terms of the plan as it
existed on such date, using average monthly earnings and credited service as of
such date. Pension benefits are calculated on the basis of basic monthly
compensation, excluding bonuses and all other forms of special or extra
compensation. The Retirement Income Plan provides for normal retirement at 62
years of age but allows for early retirement beginning at age 55, in which case
the extent to which benefits are reduced is based on when the participant elects
to receive benefits commencing on or after age 55 and prior to age 62. No
reduction is made in the benefit if it commences on or after the attainment of
age 62.
6
<PAGE>
The following table presents estimated 1995 annual retirement benefits
payable under the Retirement Income Plan upon retirement at age 65 for the
average annual compensation and for the years of credited service indicated and
assumes no election of any available survivor option. The estimated benefits
shown are in addition to Social Security benefits. The full years of credited
service as December 31, 1994 for the persons named in the above Summary
Compensation Table were as follows: Mr. Shoup, 3 years; Mr. Ritter, 3 years;
and Mr. Finn, 1 year.
ANNUAL RETIREMENT BENEFITS FOR YEARS OF CREDITED SERVICE
<TABLE>
<CAPTION>
COMPENSATION 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
- -------------- -------- -------- -------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
- ----
$100,000 $ 18,704 $ 28,056 $ 37,408 $ 46,760 $ 51,112 $ 55,464 $ 60,464
125,000 23,704 35,556 47,408 59,260 64,862 70,464 76,714
150,000 28,704 43,056 57,408 71,760 78,612 85,464 92,964
175,000 33,204* 50,056* 66,908* 83,760* 92,112* 100,214* 108,964*
200,000 37,704* 57,056* 76,408* 95,760* 105,612* 114,964* 120,000*
225,000 42,204* 64,056* 85,908* 107,760* 119,112* 120,000* 120,000*
250,000 44,155* 67,091* 90,027* 112,963* 120,000* 120,000* 120,000*
275,000 44,155* 67,091* 90,027* 112,963* 120,000* 120,000* 120,000*
</TABLE>
* Under Federal law, in 1995, $120,000 is the maximum annual retirement benefit
which may be accrued and which the Company can presently fund. In addition,
$150,000 is the maximum compensation that may be used in the determination of
future benefit accruals in 1995. Such maximums may be adjusted annually in
the future to reflect cost-of-living increases.
Canadian employees do not participate in this plan, therefore, Mr. Simus is not
included.
RETIREMENT RESTORATION PLAN
The Wiser Oil Company Retirement Restoration Plan and the proposed The Wiser
Oil Company Retirement Restoration Trust were approved by the Board of Directors
at the November 15, 1994 meeting.
The Retirement Restoration Plan ("Plan") is a nonqualified deferred
compensation plan. The Plan participants will be the Chief Executive Officer
and any other employee (i) who is a participant in the Company's qualified
defined benefit pension plan, described above (the "Qualified Plan"), (ii) whose
annual salary is at least $150,000, and (iii) who has been designated by the
Chief Executive Officer to participate in the Plan.
The Plan provides for the payment of benefits equal to the amount by which
(i) the value of the benefits that would have been payable to a participant
under the Qualified Plan if such benefits were not limited by the maximum
compensation and maximum benefit limitations imposed under the Qualified Plan in
order to comply with the qualification requirements of the Internal Revenue
Code, exceeds (ii) the value of the benefits actually payable under the
Qualified Plan.
Benefits normally are paid concurrently with the payment of benefits under
the Qualified Plan. However, if a participant's employment terminates (other
than by reason of death, retirement or disability) within two years following a
Change of Control (as defined in the Plan), the value of such participant's Plan
benefits will be distributed to such participant in a single lump sum within
sixty days following such termination of employment.
7
<PAGE>
Plan benefits are payable from the general assets of the Company or from a
so-called rabbi trust (the assets of which remain available to the general
creditors of the Company in the event of the Company's insolvency) established
by the Company. The rabbi trust is funded at the discretion of the Company and
may be revoked by the Company prior to a Change of Control. Upon a Change of
Control, the rabbi trust becomes irrevocable and the Company is required to
contribute to the trust an amount sufficient to cover the Plan benefits that
have accrued as of the date of the Change of Control. To date, the Company has
elected not to form a trust.
DIRECTORS' COMPENSATION
Directors who are not employees of the Company receive an annual fee of
$6,000 and $500 for each Board or Committee meeting attended. Directors who are
employees of the Company do not receive a retainer or fee for serving on the
Board or Committees or for attending Board or Committee meetings.
The 1991 Non-Employee Directors' Stock Option Plan (the "DSOP") was approved
by the stockholders at the 1991 Annual Meeting and is intended to enhance the
mutuality of interests between the Directors and stockholders of the Company and
to assist the Company in attracting and retaining able Directors. Under the
DSOP, on the first business day following each Annual Meeting of Stockholders,
each Director who is not an employee of the Company or a subsidiary is granted a
nonstatutory stock option to purchase 750 shares of Common Stock at an option
price equal to the fair market value of the Common Stock on the date the option
is granted. The options become exercisable six months from the date of grant
and expire ten years from the date of grant. Options which have not yet become
exercisable are forfeited if the grantee ceases to be a Director for reasons
other than death. Subject to certain limitations, unexpired vested options
generally may be exercised for two years following death of a Director, for 90
days following resignation or removal for cause and for one year following any
other termination of service as a Director. The total number of shares which
may be issued under the DSOP is limited to 30,000 shares of Common Stock.
Pursuant to the terms of the DSOP, on May 18, 1994, an option to purchase 750
shares of Common Stock at an exercise price of $15.4375 per share was granted to
each non-employee Director.
John C. Wright retired as an executive officer of the Company on July 1,
1991. Under his deferred compensation contract with the Company, in addition to
the Retirement Income Plan benefits described above, Mr. Wright is entitled to
receive annually $17,000, payable quarterly for a ten-year period beginning on
July 1, 1991. Pursuant to the contract, the Company is obligated to continue to
make such payments in the event of the death or disability of Mr. Wright.
Upon Mr. Wright's retirement the Company entered into a Retirement and
Consulting Agreement with Mr. Wright. That agreement provides for the following
retirement benefits to Mr. Wright: (i) an additional $5,000 per year in
compensation payable under terms similar to those of the above-stated deferred
compensation contract; (ii) an agreement that the Company will continue to
provide health care coverage for Mr. Wright and his spouse by paying health care
premiums until Mr. Wright's spouse attains age 65 and (iii) a grant of a
nonstatutory stock option under the 1991 Stock Incentive Plan for 15,000 shares
at an exercise price of $15.1875, which is equal to the fair market value of a
share of the Company's Common Stock on July 1, 1991. The agreement also
provided that Mr. Wright be employed as an independent consultant to the Company
for a period of one year commencing on July 2, 1991. This consulting
arrangement was extended for an additional one-year period beginning on July 2,
1992. As compensation for such services, Mr. Wright received an annual retainer
of $75,000 payable in monthly installments. Mr. Wright is provided with office
space, secretarial assistance and other facilities and service in Sistersville,
West Virginia.
8
<PAGE>
EMPLOYMENT AGREEMENTS
On July 1, 1991, the Company entered into an employment agreement with Andrew
J. Shoup, Jr. The employment agreement which was amended effective June 1, 1994
provides that Mr. Shoup will act as President and Chief Executive Officer of the
Company through the close of business July 1, 1997 unless extended by subsequent
agreement for an annual salary of not less than $200,000 per year. In addition
to such annual salary, which may be increased from time to time by the Board,
Mr. Shoup is entitled to be paid "additional incentive compensation" equal to at
least 20% of his base salary but not to exceed 30% of his base salary upon
accomplishment of certain performance objectives by the Company, such objectives
to be determined annually by the Board. Mr. Shoup was also awarded 5,000
restricted shares and granted options to purchase 95,000 shares of Common Stock
under the Company's 1991 Stock Incentive Plan upon execution of the employment
agreement. The agreement also provides that Mr. Shoup will be covered by such
other employee benefit plans as are applicable to executive employees of the
Company.
A. Wayne Ritter entered into an employment agreement with the Company
effective January 24, 1994. The employment agreement provides that he will act
as Vice President, Acquisitions and Production for a of two-year period at an
annual salary not less than his current salary level. The agreement also
provides that Mr. Ritter will be covered by such employee benefit plans as are
applicable to executive employees of the Company.
Lawrence J. Finn entered into an employment agreement with the Company
effective November 1, 1993. The employment agreement provides that he will act
as Vice President Finance and Chief Financial Officer for a two-year period at
an annual salary not less than his current salary level. The agreement also
provides that Mr. Finn will be covered by such employee benefit plans as are
applicable to executive employees of the Company.
Allan J. Simus entered into an employment agreement with The Wiser Oil
Company Canada Ltd. effective August 1, 1994. The employment agreement provides
that he will act as President of The Wiser Oil Company Canada Ltd. for a one-
year period at an annual salary not less than $135,000. Mr. Simus participates
in the Registered Retirement Savings Plan ("RRSP") provided by The Wiser Oil
Company Canada Ltd. This plan is comparable to The Wiser Oil Company's 401K
Plan. No other retirement plan is provided for The Wiser Oil Company Canada
Ltd.
During the term of the employment agreements the employment of Messrs. Shoup,
Ritter, Finn and Simus can only be terminated by the Company for illness,
disability or death, or for cause. Upon any termination of an employment
agreement, each officer is bound by the terms of his agreement with respect to
the guarding of certain confidential information of the Company and its
subsidiary and an agreement not to solicit employees of the Company and its
subsidiary.
The employment agreements with Messrs. Shoup, Ritter and Finn provide that if
employment is terminated by the Company or the employee for any reason other
than illness, disability or death within 12 months of a "Change in Control" of
the Company, the employee will be paid an amount equal to one year's base salary
at the time of his termination plus the value of one year's worth of benefits
provided to him as an employee during the one year preceding his termination. A
"Change in Control" generally means the occurrence of any of the following
events: (i) an acquisition by any person of 25% of the voting power of the
Company's Common Stock, (ii) a tender offer to buy securities of at least 50% of
the voting stock or the purchase of any such shares pursuant to a tender offer,
(iii) an agreement or plan is entered into providing for the Company to be
merged, consolidated or otherwise combined with another company wherein the
former stockholders of the Company will own less than the majority of the voting
power of the surviving corporation, (iv) a liquidation of all or substantially
all the assets of the Company or (v) if at any time less than 60% of the members
of the Board are individuals who either were Directors on the effective date of
the employment agreement or individuals whose election or nomination for
election was approved by a vote of at least two-thirds of the Directors still in
office who were Directors on the effective date of such agreement or who were so
approved. The employment agreement with Mr. Simus contains similar provisions
relating to a Change in Control of the Company or The Wiser Oil Company Canada
Ltd.
9
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Compensation for the executive officers of the Company is administered by the
Compensation Committee of the Board of Directors, which consists of three
independent directors. The Committee oversees all compensation arrangements
attributable to the executive officers.
The following is the Compensation Committee's report on 1994 executive
compensation practices for the executive officers of the Company.
EXECUTIVE COMPENSATION POLICIES
The Company's executive compensation package consists of a base salary,
annual incentive bonuses, and stock options.
The Company is committed to providing competitive annual cash compensation to
its management. Base salaries are positioned near the median of competitive
practices to enhance retention and attraction of a skilled and talented
management. Salaries have been established, with the assistance of an
independent compensation consultant, using published survey comparisons and peer
company data.
Annual incentive bonuses as a percent of salary are positioned relative to
competitive practices, providing target total cash compensation that approaches
the median of competitive practices. Objectives for the bonus plan provide
incentives focusing management on achievement of shorter-term goals that serve
as milestones for the ultimate attainment of the Company's strategic goals,
providing appropriate rewards for accomplishment of such goals, and reinforcing
a pay-for-performance philosophy by linking a portion of management pay to well-
defined annual performance objectives that are consistent with the Company's
strategic plans and value creation imperatives.
A long-term equity incentive reward is provided to management in the form of
stock options or restricted stock. The value of the stock grants is linked to
the achievement of sustained value creation. An important objective of the
long-term equity incentive is to provide management with opportunities to
acquire and retain Company stock. The Company encourages stock ownership to
ensure that top management's interests are closely aligned with the interests of
existing shareholders.
RELATIONSHIP OF COMPENSATION TO PERFORMANCE UNDER COMPENSATION PLANS
The Company's focus has turned toward a growth strategy concentrating on
risk-managed exploration, strategic acquisitions of proved reserves, and
aggressive utilization of its assets. The Company's executive pay strategy is
designed to support this business direction through competitive base salaries,
annual incentive bonuses, and stock option awards with comparable vesting
requirements, thereby creating a substantial focus on value creation for
shareholders.
The Company's base salary objective is to move all management incumbents to
their target midpoints over time. Target midpoints are positioned to
approximate the median of competitive practices, as defined by relevant survey
comparisons encompassing independent oil and gas companies similar in size to
the Company. In November 1994, the Committee approved base salary increases for
the executive officers that were implemented in January 1995. The Committee
reviewed industry standards, increases in cost of living and the Company's goal
to approximate the median of competitive practices with respect to base
salaries. The Company's policy is to pay executive officers a base salary
increased primarily as a matter of cost of living, with performance rewarded by
incentive bonus and stock option or restricted stock awards after a review of
all indices of performance and the Chief Executive Officer's evaluation of
individual performance contributions during the year.
10
<PAGE>
Annual incentive bonuses for 1994 have not yet been awarded by the Committee
to the executive officers. Bonuses, if awarded, will be based on both the
overall performance results of the Company relative to expectations and on
individual overall contributions to 1994 results. Operating cash flow and
reserve replacement are primary performance measures providing the basis for
determination of the size of incentive awards. Each year the Committee proposes
threshold, target and distinguished performance goals for each measure. The
process is designed to obtain achievement of performance goals based on both
measures for awards to be earned. Performance measures and goals are re-
evaluated annually, and in making an award, the Committee may reflect other
relevant performance results as identified in the following paragraph.
Due to the effects of uncontrollable factors in the oil and gas industry,
such as oil and gas prices, an evaluation of Company performance based on only
one or two measures may not provide a complete picture of overall Company
performance. As a consequence, the Committee annually looks at other important
indicators of performance, such as earnings, finding costs, lifting costs,
administrative expenses, and returns to shareholders. Based on the results of
these assessments and an evaluation by the Committee of individual executive
performance, the Committee may adjust awards initially determined on the basis
of cash flow and reserve replacement measures.
Long-term incentives are an essential component of the Company's pay package
for the top executives most accountable for the Company's strategic direction.
At this time, stock options are the Company's primary long-term incentive reward
vehicle. To reflect pay strategy objectives and competitive practices, the
Committee has approved stock option grant ranges developed by an independent
compensation consultant for use in determining option awards. The grant ranges
assume that stock options will be awarded annually, with an option price equal
to the market value on the date of grant, and with incremental vesting
restrictions.
In addition to external considerations such as competitive practices, the
Committee considers a number of factors in determining stock option awards,
including Company success in achieving annual and strategic goals, assessment of
executive contributions to the Company, the level of the executive's commitment
to owning Company stock, and the expected future role and contribution of the
executive to the overall success of the Company.
1994 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER
On November 15, 1994, the Committee approved an increase in Mr. Shoup's
salary from $255,000 to $265,000 per annum effective January 1, 1995. The
Committee considered industry standards, increases in cost of living and the
Company's goal to approximate the median of competitive practices with respect
to base salaries. The Company's policy is to pay executive officers a base
salary increased primarily as a matter of cost of living, with performance
rewarded by incentive bonus and stock option or restricted stock awards after a
review of all indices of performance, including the Company's substantial
progress to date in becoming more active in exploration, acquisition and
development activities, the Company's performance relative to expectations, and
a desired pay target designed to reflect competitive practices.
In addition, the Committee will shortly consider awarding Mr. Shoup an annual
incentive bonus for 1994. In considering this potential award, the Committee
will review specific operational factors such as operating cash flow and reserve
replacement. The Committee will also consider other important performance
considerations such as earnings, finding costs, lifting costs, administrative
expenses and returns to shareholders, although no specific formula is used to
determine the amount of the award.
11
<PAGE>
IMPACT OF THE OMNIBUS BUDGET RECONCILIATION ACT OF 1993 (OBRA)
The passage of OBRA has created a limitation for the deductibility of
executive officer pay in excess of $1 million for any individual. The Committee
does not foresee current compensation arrangements generating non-performance-
based pay that exceeds this level, and as such, it has no immediate plans to
modify the Company's compensation arrangements.
By the Compensation Committee:
A. W. Schenck, III, Chairman
Howard G. Hamilton
C. Frayer Kimball, III
The following graph compares yearly percentage change in the cumulative total
return on the Company's Common Stock during the five fiscal years ended December
31, 1994, with the cumulative total return of the S&P 500 Index, the NASDAQ
Market Index and an index of peer companies selected by the Company. The S&P
500 Index has been selected to replace the NASDAQ Market Index in future proxy
statements, as the Company's Common Stock was listed and began trading on the
New York Stock Exchange on December 15, 1993.
STOCK PERFORMANCE GRAPH
[CHART APPEARS HERE]
DECEMBER 31
<TABLE>
<CAPTION>
COMPANY 1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
The Wiser Oil Company 100 74.03 68.20 71.33 93.04 77.68
Peer Group 100 74.27 68.10 61.72 62.88 58.29
NASDAQ Market Index 100 81.12 104.14 105.16 126.14 132.44
S&P 500 Index 100 96.88 126.42 136.08 149.80 151.78
</TABLE>
Companies in the peer group are as follows: American Exploration Company,
Tom Brown, Inc., Equity Oil Company, Exploration Company of Louisiana, Inc.,
Forest Oil Corporation, Plains Petroleum Company, Plains Resources,
Incorporated, Presidio Oil Company, and Swift Energy Company. The Stock
Performance Graph and calculations were provided to the Company by Media General
Financial Services. The graph and calculations assume $100 invested at the
closing sale price on December 31, 1989, and reinvestment of dividends.
12
<PAGE>
APPROVAL OF AMENDMENT TO THE 1991 STOCK INCENTIVE PLAN
GENERAL
The Board of Directors has approved and recommends a vote FOR an amendment
(the "Amendment") to the Company's 1991 Stock Incentive Plan (the "Stock
Incentive Plan") which would (i) increase, from 240,000 to 600,000, the
aggregate number of shares of the Company's Common Stock reserved for issuance
pursuant to options granted under the Plan or as restricted shares awarded under
the Plan, and (ii) to extend the duration of the Plan by five years so that
options may be granted and restricted shares may be awarded under the Plan until
June 30, 2001. The affirmative vote of a majority of the shares present or
represented and entitled to vote at the 1995 annual meeting is required to
approve the Amendment. Abstentions and broker non-votes will have the same
effect as votes against the Amendment.
The Stock Incentive Plan was originally approved by stockholders at the
annual meeting held on September 24, 1991 and permitted the issuance of options,
or the award of restricted stock, covering up to 240,000 shares of Common Stock.
As of March 1, 1995, options to purchase 232,500 shares of Common Stock and
5,000 shares of restricted stock had been granted under the Stock Option Plan
and had not expired or been cancelled, including options previously exercised.
Therefore, of the 240,000 shares initially authorized for issuance under the
Plan, only 2,500 shares remained available for additional grants as of that
date. Stockholder approval of the Amendment is necessary to allow the
Compensation Committee's continued flexibility to use stock options as part of
the Company's compensation program for its key employees.
The purposes of the Stock Incentive Plan are to encourage eligible employees
of the Company and its subsidiaries to increase their efforts to make the
Company and each subsidiary more successful, to provide an additional inducement
for such employees to remain with the Company or a subsidiary, to reward such
employees by providing an opportunity to acquire shares of the Company's Common
Stock on favorable terms and to provide a means through which the Company may
attract able persons to enter the employ of the Company or one of its
subsidiaries. The eligible employees are those employees of the Company or any
subsidiary who share responsibility for the management, growth or protection of
the business of the Company or any subsidiary. As of March 1, 1995, outstanding
options and shares of restricted stock were held by 15 such employees.
DESCRIPTION OF THE STOCK INCENTIVE PLAN
The Stock Incentive Plan provides for (i) the grant of incentive stock
options under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), (ii) the grant of nonstatutory stock options and (iii) restricted share
rewards. The Plan as originally adopted, provided that an aggregate of 240,000
shares of the Company's Common Stock may be issued or delivered upon exercise of
the stock options or pursuant to the restricted share awards and that no stock
options may be granted and no restricted shares may be awarded subsequent to
June 30, 1996. Authorized but unissued or reacquired shares may be issued or
delivered.
In the event that any outstanding stock option is cancelled by mutual
consent or terminates or expires for any reason without having been exercised in
full, the shares of Common Stock not purchased under the stock option are again
available for purposes of the Stock Incentive Plan. If any shares of Common
Stock are forfeited to the Company pursuant to the restrictions applicable to
restricted shares awarded under the Stock Incentive Plan, the number of shares
so forfeited are again available for purposes of the Stock Incentive Plan. The
Stock Incentive Plan also contains antidilution provisions which provide in
certain events for proportionate adjustments in the number of shares of Common
Stock subject to, and the exercised prices of outstanding options and the number
of shares of Common Stock which may be offered under the Stock Incentive Plan.
ADMINISTRATION. The Stock Incentive Plan is administered by the
Compensation Committee of the Board of Directors (see "Election of Directors--
Committee" above). None of the members of the Compensation Committee is
eligible to participate in the Stock Incentive Plan and each member is a
"disinterested person" within the meaning of Rule 16b-3 adopted under the
Securities Exchange Act of 1934 (the 1934 Act").
Subject to the provisions of the Stock Incentive Plan, the Compensation
Committee has full and final authority, in
13
<PAGE>
its discretion, to grant the incentive stock options or nonstatutory stock
options and to make the restricted share awards under the Stock Incentive Plan
and to determine the employees to whom each grant or award is made and the
number of shares covered thereby. In determining the eligibility of any
employee, as well as in determining the number of shares covered by each grant
or award, the Compensation Committee considers the position and responsibilities
of the employee being considered, the nature and value to the Company or a
subsidiary of his or her services, his or her present and/or potential
contribution to the success of the Company or a subsidiary and such other
factors as the Compensation Committee may deem relevant.
The Compensation Committee also has the power to interpret the Stock
Incentive Plan and to prescribe such rules, regulations and procedures in
connection with the operations of the Stock Incentive Plan as it deems necessary
and advisable in its administration of the Stock Incentive Plan.
TERMS OF STOCK OPTIONS. The option price for each stock option may not be
less than 100% of the fair market value (as defined) of the Company's Common
Stock on the date of grant of the stock option except that in the case of an
incentive stock option granted to an employee who owns more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company
or any subsidiary (a "Ten Percent Employee"), the option price may not be less
than 110% of such fair market value. As of March 1, 1995, the fair market value
of a share of Common Stock of the Company was $14.125.
No stock option is exercisable during the first six months of its term
except that this limitation does not apply if the optionee dies during the six-
month period or upon the occurrence of one or more of the events described under
"Additional Rights in Certain Events" below. No stock option may be exercised
after the expiration of ten years from the date of grant (five years in the case
of an incentive stock option granted to a Ten Percent Employee). An exercisable
stock option may be exercised in whole or in part. Otherwise stock options may
be exercised at such time, in such amounts and subject to such restrictions as
are determined in its discretion by the Compensation Committee.
The option price for each stock option is payable in full in cash at the
time of exercise; however, in lieu of cash the person exercising the stock
option may, if authorized by the Compensation Committee at the time of grant in
the case of an incentive stock option or at any time in the case of a
nonstatutory stock option, pay the option price in whole or in part by
delivering to the Company shares of Common Stock having a fair market value on
the date of exercise of the stock option equal to the option price for the
shares being purchased, except that any portion of the option price representing
a fraction of a share must be paid in cash and no shares of Common Stock which
have been held less than one year may be delivered in payment of the option
price.
The aggregate fair market value (determined as of the time the incentive
stock options are granted) of the shares of Common Stock with respect to which
incentive stock options are exercisable for the first time by a employee during
any calendar year may not exceed $100,000. If the date on which any incentive
stock options may first be exercised would be accelerated pursuant to any
provision of the Stock Incentive Plan or any stock option agreement, or
amendment thereto, and the acceleration of such exercise date would result in a
violation of this $100,000 restriction, then, notwithstanding any such
provision, but subject to the authorization provided for in the following
sentence, the exercise date of such incentive stock options will be accelerated
only to the extent, if any, that does not result in a violation of the $100,000
restriction, and in such event the exercise date of the incentive stock options
with the lowest option price would be accelerated first. The Compensation
Committee may, in its discretion, authorize the accelerating of the exercise
date of one or more incentive stock options even if such acceleration would
violate the $100,000 restriction and one or more incentive stock options would
be converted in whole or in part to nonstatutory stock options.
Options granted under the Stock Incentive Plan terminate upon termination of
the optionee's employment, except that the vested portion of options may
continue to be exercisable during a specified grace period following termination
of employment in certain circumstances.
No stock option granted under the Stock Incentive Plan is transferable other
than by Will or by the laws of descent and distribution, and a stock option may
be exercised during an optionee's lifetime only by the optionee.
14
<PAGE>
RESTRICTED SHARES. Restricted share awards are subject to such restrictions
(including restrictions on the right of the awardee to sell, assign, transfer or
encumber the shares awarded while such shares are subject to restrictions) as
the Compensation Committee may impose thereon and are subject to forfeiture to
the extent events (which may, in the discretion of the Compensation Committee,
include termination of employment and/or performance-based events) specified by
the Compensation Committee occur prior to the time the restrictions lapse.
Each restricted share award must be confirmed by a restricted share
agreement between the Company and the awardee, which sets forth the number of
restricted shares awarded, the restrictions imposed thereon, the duration of
such restrictions, the events the occurrence of which would cause a forfeiture
of the restricted shares and such other terms and conditions as the Compensation
Committee in its discretion deems appropriate. If restricted shares are awarded
to an officer or director as defined for purposes of Rule 16b-3 under the 1934
Act or any success rule, the restricted share agreement will provide that the
restricted shares subject to such agreement may not be sold, assigned,
transferred or encumbered until six months have elapsed from the date of the
restricted share award unless on or more events described under "Additional
Rights in Certain Events" below occurs.
Following a restricted share award and prior to the lapse of the applicable
restrictions, share certificates representing the restricted shares are held by
the Company in escrow. Upon the lapse of the applicable restrictions (and not
before such time), the share certificates representing the restricted shares are
delivered to the awardee. From the date a restricted share award is effective,
however, the awardee is a shareholder with respect to all the shares represented
by the share certificates for the restricted shares and has all the rights of a
shareholder with respect to the restricted shares, including the right to vote
the restricted shares and to receive all dividends and other distributions paid
with respect to the restricted shares, subject only to the succeeding paragraph
and the restrictions imposed by the Compensation Committee.
If a dividend or other distribution is declared upon the Company's Common
Stock payable in shares of the Common Stock, the shares of the Common Stock
distributed with respect to any restricted shares held in escrow will also be
held by the Company in escrow and be subject to the same restrictions as are
applicable to the restricted shares. If the outstanding shares of the Company's
Common Stock are changed into or exchangeable for a different number or kind of
shares of stock or other securities of the Company or another company, whether
through reorganization, reclassification, recapitalization, stock split-up,
combination of shares, merger or consolidation or otherwise, such stock or other
securities into which any restricted shares held in escrow are changed or for
which any restricted shares held in escrow may be exchanged will also be held by
the Company in escrow and be subject to the same restrictions as are applicable
to the restricted shares.
ADDITIONAL RIGHTS IN CERTAIN EVENTS. The Stock Incentive Plan provides for
acceleration of the exercisability and extension of the expiration date of stock
options, and for lapse of the restrictions on restricted share awards. Upon the
occurrence of one or more events described in Section 9 of the Stock Incentive
Plan ("Section 9 Events"). Such an event is deemed to have occurred when (i)
the Company acquires actual knowledge that any person (other than the Company, a
subsidiary or any employee benefit plan sponsored by the Company) has acquired
beneficial ownership, directly or indirectly, of securities representing 25% or
more of the voting power of the Company, (ii) a tender offer is made to acquire
securities representing 50% or more of the voting power of the Company or voting
shares are first purchased pursuant to any other tender offer, (iii) at any time
less than 60% of the members of the Board of Directors are persons who were
either directors on the effective date of the Stock Incentive Plan or individual
whose election or nomination for election was approved by a vote of at least
two-thirds of the directors then still in office who were directors on the
effective date of the Stock Incentive Plan or who were so approved, (iv) the
stockholders of the Company approve any agreement or plan (a "Reorganization
Agreement") providing for the Company to be merged, consolidated or otherwise
combined with, or for all or substantially all its assets or stock to be
acquired by, another corporation, as a consequence of which the former
stockholders of the Company will thereafter own less than a majority of the
voting power of the surviving or acquiring corporation or the parent thereof or
(v) the stockholders of the Company approve any liquidation of all or
substantially all the assets of the Company or any distribution to security
holders of assets of the Company having a value equal to 30% or more of the
total value of all the assets of the Company.
Unless the stock option agreement or an amendment thereto otherwise
provides, but subject to the $100,000 restriction described above for incentive
stock options, notwithstanding any other provision contained in the Stock
Incentive Plan, upon the occurrence of any Section 9 Event (i) all outstanding
stock options become immediately and fully exercisable whether
15
<PAGE>
or not otherwise exercisable by their terms and (ii) all stock options held by a
grantee whose employment with the Company or a subsidiary terminates within one
year of any retirement under any Section 9 Event for any reason other than
voluntary termination with the consent of the Company or a subsidiary,
retirement under any retirement plan of the Company or a subsidiary or death are
exercisable for a period of three months from the date of such termination of
employment, but in no event after the expiration date of the stock option.
Unless the restricted share agreement otherwise provides, notwithstanding
any other provision contained in the Stock Incentive Plan, upon the occurrence
of any Section 9 Event prior to the scheduled lapse of all restrictions
applicable to restricted share awards under the Stock Incentive Plan, all such
restrictions lapse regardless of the scheduled lapse of such restrictions.
POSSIBLE ANTI-TAKEOVER EFFECT. The provisions of the Plan providing for the
acceleration of the exercise date of outstanding stock options upon the
occurrence of any Section 9 Event, the extension of the period during which
outstanding stock options may be exercised upon termination of employment
following a Section 9 Event and the lapse of restrictions applicable to
restricted stock awards upon the occurrence of a Section 9 Event may be
considered as having an anti-takeover effect.
GRANTS AND AWARDS TABLE
All options set forth in the table are nonstatutory options granted in
fiscal years 1991, 1992, 1993 and 1994 were granted with terms of ten years from
the date of grant and exercise prices equal to the fair market value of the
Common Stock to the option on the date of grant, except that the incentive stock
options granted to Mr. Wright as a provision of a Retirement and Consulting
Agreement were granted with a term of five years.
Mr. Shoup was awarded 5,000 shares of restricted stock of which 2,500 have
vested, the remaining 2,500 shares vest in increments of 1,250 shares on June
30, 1995 and June 30, 1996.
OPTIONS GRANTED UNDER
THE 1991 STOCK INCENTIVE PLAN
<TABLE>
<CAPTION>
AVERAGE
GRANT NUMBER OF PER SHARE
NAME DATE SHARES EXERCISE PRICE
- ---- ---------- --------- --------------
<S> <C> <C> <C>
Andrew J. Shoup, Jr. 07/01/1991 15,000 $15.19
07/01/1992 10,000 15.75
02/15/1994 70,000 18.13
John C. Wright 08/01/1991 15,000 15.19
A. Wayne Ritter 01/27/1992 5,000 14.00
11/17/1992 10,000 15.06
02/15/1994 30,000 18.13
Lawrence J. Finn 11/01/1993 10,000 18.88
11/15/1994 30,000 15.00
Allan J. Simus 08/16/1994 10,000 16.88
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
AVERAGE
GRANT NUMBER OF PER SHARE
NAME DATE SHARES EXERCISE PRICE
---- ------ ----------- --------------
<S> <C> <C> <C>
All Current Executive Year End
Officers as a Group 1991 30,000 15.19
1992 25,000 14.94
1993 10,000 18.88
1994 140,000 17.03
All Employees Who(1) Year End
Are Not Executive 1992 15,000 15.00
Officers as a Group 1994 12,500 18.13
</TABLE>
(1) Not included are two grants of 5,000 shares each to employees, who are not
executive officers, which are subject to shareholder approval of this
amendment to the Stock Incentive Plan.
MISCELLANEOUS. The Board of Directors may alter or amend the Stock Incentive
Plan at any time except that, without approval of the stockholders of the
Company, no alteration or amendment may (i) increase the total number of shares
which may be issued or delivered under the Stock Incentive Plan, (ii) make any
changes in the class of employees eligible to be granted incentive stock options
under the Stock Incentive Plan or (iii) be made if stockholder approval of the
amendment is at the time required for stock options or restricted shares under
the Plan to qualify for the exemption from Section 16(b) of the 1934 Act
provided by Rule 16b-3 or by the rules of the NASDAQ National Market System or
any stock exchange on which the Common Stock may then be listed. In addition, no
alteration or amendment of the Stock Incentive Plan may, without the written
consent of the holder of a stock option or restricted shares theretofore granted
or awarded under the Stock Incentive Plan, adversely affect the rights of such
holder with respect thereto.
The Board of Directors may also terminate the Stock Incentive Plan at any
time, but termination of the Stock Incentive Plan would not terminate any
outstanding stock options granted under the Stock Incentive Plan or cause a
revocation or forfeiture of any restricted share award under the Stock Incentive
Plan.
If an employee who has been granted stock options or awarded restricted
shares under the Stock Incentive Plan engages in the operation or management of
a business, whether as owner, partner, officer, director, employee or otherwise
and whether during or after termination of employment, which is in competition
with the Company or any of its subsidiaries, the Compensation Committee may in
its discretion immediately terminate all stock options held by such person
(except when the exercise period of a stock option has been extended because one
or more of the events described under "Additional Rights in Certain Events"
above has occurred) and declare forfeited all restricted shares held by such
person as to which the restrictions have not yet lapsed.
The Stock Incentive Plan contains no provision prohibiting the grant of
stock options by the Compensation Committee upon the condition that outstanding
stock options granted at a higher option price be surrendered for cancellation.
Certain outstanding stock options granted under the Stock Incentive Plan may
from time to time have option prices in excess of the market price per share of
the Company's Common Stock. It is possible, therefore, that the Compensation
Committee may grant stock options under the Stock Incentive Plan exercisable at
the fair market value of shares of Common Stock on the date of grant upon the
condition that outstanding stock options with a higher option price granted
under the Stock Incentive Plan be surrendered for cancellation.
17
<PAGE>
U.S. FEDERAL INCOME TAX CONSEQUENCES
The following summary is based upon an analysis of the Code as currently in
effect, existing laws, judicial decisions, administrative rulings, regulations
and proposed regulations, all of which are subject to change. Moreover, the
following is only a summary of federal income tax consequences and the federal
income tax consequences to employees may be either more or less favorable than
those described below depending on their particular circumstances.
INCENTIVE STOCK OPTIONS. No income will be recognized by an optionee for
federal income tax purposes upon the grant or exercise of an incentive stock
option. The basis of shares transferred to an optionee pursuant to the exercise
of an incentive stock option is the price paid for the shares. If the optionee
holds the shares for at least one year after transfer of the shares to the
optionee and two years after the grant of the option, the optionee will
recognize capital gain or loss upon sale of the shares received upon the
exercise equal to the difference between the amount realized on the sale and the
exercise price. Generally, if the shares are not held for that period, the
optionee will recognize ordinary income upon disposition in an amount equal to
the excess of the fair market value of the shares on the date of exercise over
the option price of such shares, or if less (and if the disposition is a
transaction in which loss, if any, will be recognized), the gain on disposition.
Any additional gain realized by the optionee upon such disposition will be a
capital gain.
The excess of the fair market value of shares received upon the exercise of
an incentive stock option over the option price for the shares is an item of
adjustment for the optionee for purposes of the alternative minimum tax.
The Company is not entitled to a deduction upon the exercise of an incentive
stock option by an optionee. If the optionee disposes of the shares received
pursuant to such exercise prior to the expiration of one year following transfer
of the shares to the optionee or two years after grant of the option, however,
the Company may, subject to the deduction limitation described below, deduct an
amount equal to the ordinary income recognized by the optionee upon disposition
of the shares at the time such income is recognized by the optionee.
If an optionee uses already owned shares of Common Stock to pay the exercise
price for shares under an incentive stock option, the resulting tax consequences
will depend upon whether the already owned shares of Common Stock are "statutory
option stock", and, if so, whether such statutory option stock has been held by
the optionee for the applicable holding period referred to in Section
424(c)(3)(A) of the Code. In general, "statutory option stock" (as defined in
Section 424(c)(3)(B) of the Code) is any stock acquired through the exercise of
an incentive stock option, a qualified stock option, an option granted pursuant
to an employee stock purchase plan or a restricted stock option, but not through
the exercise of a nonqualified stock option. If the stock is statutory option
stock with respect to which the applicable holding period has been satisfied, no
income will be recognized by the optionee upon the transfer of such stock in
payment of the exercise price of an incentive stock option. If the stock is not
statutory option stock, no income will be recognized by the optionee upon the
transfer of the stock unless the stock is not substantially vested within the
meaning of the regulations under Section 83 of the Code (in which event it
appears that the optionee will recognize ordinary income upon the transfer equal
to the amount by which the fair market value of the transferred shares exceeds
their basis). If the stock used to pay the exercise price of an incentive stock
option is statutory option stock with respect to which the applicable holding
period has not been satisfied, the transfer of such stock will be a
disqualifying disposition described in Section 421(b) of the Code which will
result in the recognition of ordinary income by the optionee in an amount equal
to the excess of the fair market value of the statutory option stock at the time
the incentive stock option covering such stock was exercised over the option
price of such stock. Under the present provisions of the Code, it is not clear
whether all shares received upon the exercise of an incentive stock option with
already owned shares will be statutory option stock or how the optionee's basis
will be allocated among such shares.
NONQUALIFIED STOCK OPTIONS. Except as described below in the case of an
"insider" subject to Section 16(b) of the 1934 Act who exercises his or her
option less than six months from the date of grant, upon exercise of a
nonqualified stock option, the optionee will recognize ordinary income in an
amount equal to the excess of the fair market value of the shares on the date of
exercise over the option price of the shares. In the absence of an election
under Section 83(b) of the Code, an "insider" subject to Section 16(b) of the
1934 Act who exercises a nonqualified stock option less than six months from the
date the option was granted will recognize income on the date six months after
the date of grant in an amount equal to the excess of the fair market
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value of the shares on the date over the option price of the shares. An
optionee subject to Section 16(b) of the 1934 Act can avoid such deferral by
making an election under Section 83(b) of the Code, no later than 30 days after
the date of exercise. Executive officers, directors and 10% shareholders of the
Company will generally be deemed to be "insiders" for purposes of Section 16(b)
of the 1934 Act.
Income recognized upon the exercise of nonqualified stock options will be
considered compensation subject to withholding at the time the income is
recognized, and, therefore, the Company must make the necessary arrangements
with the optionee to ensure that the amount of the tax required to be withheld
is available for payment. Nonqualified stock options are designed to provide
the Company with a deduction equal to the amount of ordinary income recognized
by the optionee at the time of such recognition by the optionee.
The basis of shares transferred to an optionee pursuant to exercise of a
nonqualified stock option is the price paid for such shares plus an amount equal
to any income recognized by the optionee as a result of the exercise of the
option. If an optionee thereafter sells shares acquired upon exercise of a
nonqualified stock option, any amount realized over the basis of the shares will
constitute capital gain to the optionee for federal income tax purposes.
If an optionee uses already owned shares of Common Stock to pay the exercise
price for shares under a nonqualified stock option, the number of shares
received pursuant to the option which is equal to the number of shares delivered
in payment of the exercise price will be considered received in a nontaxable
exchange, and the fair market value of the remaining shares received by the
optionee upon such exercise will be taxable to the optionee as ordinary income.
If such already owned shares of Common Stock are not "statutory option stock"
(which is defined in Section 424(c)(3)(B) of the Code to include any stock
acquired through the exercise of an incentive stock option, a qualified stock
option, an option granted pursuant to an employee stock purchase plan or a
restricted stock option, but not through the exercise of a nonqualified stock
option) or are statutory option stock with respect to which the applicable
holding period referred to in Section 424(c)(3)(A) of the Code has been
satisfied, the shares received pursuant to the exercise of the option will not
be statutory option stock and the optionee's basis in the number of shares
delivered in payment of the exercise price will be equal to the basis of the
shares delivered in payment. The basis of the remaining shares received upon
such exercise will be equal to the fair market value of such shares. However,
if such already owned shares of Common Stock are statutory option stock with
respect to which the applicable holding period has not been satisfied, it is not
presently clear whether such exercise will be considered a disqualifying
disposition of the statutory option stock, whether the shares received upon such
exercise will be statutory option stock or how the optionee's basis will be
allocated among the shares received.
RESTRICTED SHARES. If the restrictions on an award of restricted shares
under the Stock Incentive Plan are of a nature that such shares are both subject
to a substantial risk of forfeiture and are not freely transferable within the
meaning of Section 83 of the Code, the recipient of such award will not
recognize income for federal income tax purposes at the time of the award unless
such recipient affirmatively elects to include the fair market value of the
shares of restricted shares on the date of the award in gross income for the
year of the award pursuant to Section 83(b) of the Code. In the absence of such
an election, the recipient will be required to include in income for federal
income tax purposes in the year in which occurs the date the shares either
become freely transferable or are no longer subject to a substantial risk of
forfeiture within the meaning of Section 83 of the Code, the fair market value
of the shares of restricted shares on such date. The Company will be entitled to
a deduction at the time of income recognition to the recipient in an amount
equal to the amount the recipient is required to include in income with respect
to the shares, subject to the deduction limitation described below.
If the restrictions on an award of restricted shares under the Plan are not
of a nature that such shares are both subject to a substantial risk of
forfeiture and not freely transferable, within the meaning of Section 83 of the
Code, the recipient of such an award will recognize ordinary income for federal
income tax purposes at the time of the award in an amount equal to the fair
market value of the restricted shares on the date of the award. If applicable
withholding requirements are satisfied, the Company will be entitled to a
deduction at such time in an amount equal to the amount the recipient is
required to include in income with respect to the shares, subject to the
deduction limitation described below.
LIMITATIONS ON THE COMPANY'S COMPENSATION DEDUCTION. Section 162(m) of the
Code, which became effective in 1994, limits the deduction which the Company may
take for otherwise deductible compensation payable to certain executive officers
of
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the Company to the extent that compensation paid to such officers for such year
exceeds $1 million, unless such compensation is performance-based, is approved
by the Company's stockholders and meets certain other criteria. To date, only
proposed, and not final, Treasury Regulations have been issued with respect to
Section 162(m) of the Code. Although the Company intends that grants and awards
to employees under the Stock Incentive Plan will satisfy the requirements to be
considered performance-based for purposes of Section 162(m) of the Code, there
is no assurance that such grants and awards will satisfy such requirements and,
accordingly, the Company may be limited by Section 162(m) of the Code in the
amount of deductions it would otherwise be entitled to take (as described in the
foregoing summary) with respect to grants of incentive stock options and
nonqualified stock options and awards of restricted shares under the Stock
Incentive Plan.
OTHER TAX MATTERS. The exercise by an optionee of a stock option or the
lapse of restrictions on restricted shares following the occurrence of a Section
9 Event, in certain circumstances, may result in (i) a 20% federal excise tax
(in addition to federal income tax) to the optionee or the awardee on all or a
portion of the Common Stock resulting from the exercise of the stock option or
the lapse of restrictions on restricted shares and (ii) the loss of a
compensation deduction which would otherwise be allowable to the Company or one
of its subsidiaries as explained above.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The only stockholder known to the Company to own beneficially more than 5%
of the Company's Common Stock outstanding as of March 1, 1995 was:
<TABLE>
<CAPTION>
Number of Shares
Name and Address Beneficially Owned Percent of Class
---------------- ------------------ ----------------
<S> <C> <C>
College Retirement Equities Fund 495,600(1) 5.5%
730 Third Avenue
New York, New York 10017
</TABLE>
(1) Based on a report on Schedule 13G dated February 10, 1995, filed by
College Retirement Equities Fund with the Securities Exchange Commission.
The following table sets forth as of March 1, 1995, unless otherwise
indicated, the beneficial ownership of Common Stock of the Company by each
Director of the Company, including the current nominees, each Named Executive
Officer listed in the Summary Compensation Table included elsewhere in this
Proxy Statement and all Directors and executive officers as a group.
Under the proxy rules of the Securities and Exchange Commission, a person
who directly or indirectly has or shares voting power and/or investment power
with respect to a security is considered a beneficial owner of the security.
Voting power includes the power to vote or direct the voting of shares and
investment power includes the power to dispose or direct the disposition of
shares. Shares as to which voting power and/or investment power may be acquired
within 60 days are also considered as beneficially owned under the proxy rules.
The numbers of shares indicated as being beneficially owned by the persons
and group listed in the following table are based on information furnished to
the Company by the Directors and executive officers. Unless otherwise indicated
in the footnotes below, each individual and the members of the group have sole
voting and investment power with respect to the shares indicated as being owned
by them.
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<TABLE>
<CAPTION>
Common Stock
Beneficially Owned
---------------------------
Number of Percent
Name Shares of Class
- ---- ------------ --------
<S> <C> <C>
DIRECTORS
John W. Cushing, III 6,431 (1)(2) *
P. D. Neuenschwander 33,660 (1)(2) *
Andrew J. Shoup, Jr. 42,500 (3)(4) *
John C. Wright 53,426 (1)(2)(5) *
Howard G. Hamilton 75,358 (1)(2) *
C. Frayer Kimball, III 19,583 (1)(2) *
A. W. Schenck, III 4,540 (2) *
Ronald A. Lenser 3,100 (2) *
Jon L. Mosle, Jr. 6,700 (1)(7) *
NAMED EXECUTIVE OFFICERS (EXCLUDING
ANY DIRECTOR NAMED ABOVE)
AND GROUP
A. Wayne Ritter 16,500 (6) *
Lawrence J. Finn 2,500 (8) *
Allan J. Simus 2,500 (9) *
All Directors and executive officers
as a group (12 persons, including
those named above) 266,798 (1)(10) 2.98%
</TABLE>
__________________________
* Less than 1%
(1) Includes shares owned by spouses and children (Mr. Cushing, 665
shares; Mr. Neuenschwander, 600 shares; Mr. Wright, 8,594; Mr. Hamilton,
65,422 shares; Mr. Kimball, 455 shares; Mr. Mosle, 5,000 and all Directors
and executive officers as a group, 80,736 shares), as to which, in each
case, the Directors and executive officers disclaim beneficial ownership.
(2) Includes in each case 3,000 shares covered by presently exercisable
stock options under the 1991 Non-Employee Directors' Stock Option Plan.
(3) Includes 2,500 restricted shares awarded under the Company's 1991
Stock Incentive Plan. Mr. Shoup has sole voting power and receives
dividends with respect to these shares, but does not have dispositive
power.
(4) Includes 27,500 shares covered by presently exercisable stock options
under the 1991 Stock Incentive Plan.
(5) Includes 15,000 shares covered by presently exercisable stock
options under the 1991 Stock Incentive Plan.
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(6) Includes 14,500 shares covered by presently exercisable stock options
under the 1991 Stock Incentive Plan.
(7) Elected Director in August 1994, has not received any option grants to
date.
(8) Includes 2,000 shares covered by presently exercisable stock options
under the 1991 Stock Incentive Plan.
(9) Elected President of The Wiser Oil Company Canada Ltd. in August 1994.
(10) Includes 65,000 shares covered by presently exercisable stock
options held by Directors and officers in the group.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Arthur Andersen & Co. as independent
auditors to audit the books and accounts of the Company for the year 1995.
Representatives of Arthur Andersen & Co. are expected to be present at the
Annual Meeting with an opportunity to make a statement and respond to
appropriate questions addressed to them.
EXPENSES OF SOLICITATION
The costs and expenses of preparing and mailing this proxy material will be
borne by the Company. In addition to the solicitation of proxies by mail, the
officers and regular employees of the Company (who will receive no special
compensation therefor) may solicit proxies by telephone, telegraph or personal
interview. The Company will request brokerage houses and other nominees or
fiduciaries to forward copies of its proxy material to beneficial owners of
stock held in their names, and the Company will reimburse them for reasonable
out-of-pocket expenses incurred in doing so.
STOCKHOLDERS' PROPOSALS
In order for stockholder proposals to be included in the Company's Proxy
Statement for the next Annual Meeting of Stockholders, tentatively scheduled to
be held on May 14, 1996, they must be received at the principal executive
offices of The Wiser Oil Company, 8115 Preston Road, Suite 400, Dallas, Texas
75225, no later than close of business on December 3, 1995.
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OTHER MATTERS
The Board of Directors does not intend to bring any other matters before the
Annual Meeting and does not know of any matter which anyone else proposes to
present for action at the Annual Meeting. However, if any other matters
properly come before the Annual Meeting, the persons named in the accompanying
proxy, or their duly constituted substitutes acting at the Annual Meeting, will
be deemed to be authorized to vote or otherwise act thereon in accordance with
their judgment.
By Order of the Board of Directors
/s/ Lawrence J. Finn
---------------------
Lawrence J. Finn,
Assistant Secretary
Dallas, Texas
March 31, 1995
A COPY OF THE COMPANY'S FORM 10-K ANNUAL REPORT FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1994, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, IS
AVAILABLE WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS SOLICITED HEREBY UPON
WRITTEN REQUEST DIRECTED TO JOYCE M. MOORE, THE WISER OIL COMPANY, 8115 PRESTON
ROAD, SUITE 400, DALLAS, TEXAS 75225.
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THE WISER OIL COMPANY
ANNUAL MEETING OF STOCKHOLDERS THIS PROXY IS SOLICITED
TO BE HELD MAY 15, 1995 ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of The Wiser Oil Company (the "Company") hereby
constitutes and appoints Andrew J. Shoup, Jr., Lawrence J. Finn and Mark A.
Kirk, and each of them acting individually, as the attorneys and proxies of the
undersigned, with full power of substitution, to attend the Annual Meeting of
Stockholders of the Company to be held on Monday, May 15, 1995, at 4:00 p.m.,
at the Park City Club, 5956 Sherry Lane, 17th Floor, Dallas, Texas, and any
adjournment thereof, and if then personally present to vote thereat all the
shares of common stock of the Company held of record by the undersigned on March
29, 1995 as follows, and in the discretion of the proxies on all other matters
properly coming before the meeting or any adjournment thereof.
In the election of Directors for a term of three years expiring in 1998:
(1) ( ) FOR all nominees listed ( ) WITHHOLD AUTHORITY to
below (except as marked vote for all nominees listed below
to the contrary below)
Ronald A. Lenser, Jon L. Mosle, Jr., A. W. Schenck, III
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S)
WRITE THE NAME(S) OF SUCH NOMINEE(S) ON THE LINE PROVIDED
BELOW:
_______________________________________________________________________________
(2) ( ) FOR ( ) AGAINST ( ) ABSTAIN
To approve an amendment to the 1991 Stock Incentive Plan to increase the
number of shares of the Company's common stock, par value $3.00 per share,
that may be offered pursuant to the Stock Incentive Plan from 240,000 to
600,000 shares and to extend the duration of the Plan.
To transact such other business as may properly come before the meeting.
Please complete, date and sign this Proxy Card on the reverse side and return it
promptly in the enclosed business reply envelope.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED HEREIN,
OR, IF NO DIRECTION IS GIVEN, FOR THE ELECTION OF THE NOMINEES PROPOSED BY THE
BOARD OF DIRECTORS AND FOR THE OTHER PROPOSAL SET FORTH HEREON. A VOTE FOR THE
ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE INCLUDES DISCRETIONARY
AUTHORITY TO VOTE FOR A SUBSTITUTE IF ANY OF THE NOMINEES LISTED BECOMES UNABLE
TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE. THE PROXIES WILL VOTE IN THEIR SOLE
DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
The undersigned hereby revokes all previous proxies for such Annual
Meeting, hereby acknowledges receipt of the Notice of such Annual Meeting and
the Proxy Statement furnished therewith, and hereby ratifies all that the said
attorneys and proxies may do by virtue hereof.
Date _____________________________________________, 1995
_______________________________________________________
______________________________________________________
Please sign exactly as name(s) appear(s) hereon. When
signing as attorney, executor, administrator, trustee,
guardian, or other fiduciary, please give your full title as
such. For joint accounts, each joint owner should sign. If
a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
