<PAGE>
SCHEDULE 14A
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)
THE WISER OIL COMPANY
- --------------------------------------------------------------------------------
(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:
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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>
THE WISER OIL COMPANY
8115 Preston Road, Suite 400
Dallas, Texas 75225
April 22, 1999
Dear Stockholder:
Your Board of Directors joins me in extending an invitation to attend the
1999 Annual Meeting of Stockholders which will be held on Monday, May 17, 1999
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 stockholders.
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 17, 1999
To Our 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 17, 1999, 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 2002; and
(2) 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 26, 1999,
will be entitled to notice of, and to vote at, the Annual Meeting. A complete
list of such stockholders will be available for examination at the offices of
the Company in Dallas, Texas during normal business hours for a period of 10
days prior to the meeting.
The Annual Report to Stockholders for the year ended December 31, 1998, 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
26, 1999. The Annual Report does not form any part of the material for
solicitation of proxies.
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
April 22, 1999
1
<PAGE>
THE WISER OIL COMPANY
8115 Preston Road, Suite 400
Dallas, Texas 75225
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
May 17, 1999
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
17, 1999, and any adjournment thereof. The approximate date on which this Proxy
Statement and the enclosed proxy are first being sent to stockholders is April
22, 1999.
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 26, 1999, 8,951,965 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 26, 1999, 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 seven Directors, of which
three are to be elected at the Annual Meeting to serve for three-year terms.
The Board of Directors has nominated John W. Cushing, III, Lorne H. Larson and
Andrew J. Shoup, Jr. for election to the Board to serve until the Annual Meeting
in 2002, 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 become 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, 1999, concerning the
three nominees for election at the Annual Meeting and the four 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.
2
<PAGE>
Mr. Neuenschwander retired from the Board on August 1, 1998. In February
1999, the Board adopted a resolution, in accordance with the Company's
Certificate of Incorporation, decreasing to seven the number of Directors
comprising the full Board of Directors.
Nominees for Election as Directors for Three-Year Term Expiring in 2002
Director Principal Occupation
Name Since Age and other Directorships
- ---- ----- --- -----------------------
John W. Cushing, III 1986 65 President of Petroleum Services, Inc., a
geologic consulting firm; President of
Hydrocarbon Well Logging, Inc., a well
service and engineering company,
Parkersburg, West Virginia.
Lorne H. Larson 1995 63 Chairman of ProGas Limited, a Calgary,
Alberta, Canada-based company involved
in natural gas marketing, since June
1998; President and Chief Executive
Officer of ProGas Limited, January 1986
to May 1998; Director of Rigel Energy
Corporation, an oil and gas exploration
and production company, since April
1993; and Director of The General
Accident Assurance Company of Canada, a
property and casualty company, since
April 1994. As an officer of ProGas
Limited, Mr. Larson has extensive
experience in the Canadian oil and gas
industry, which represents an important
focus area for the Company.
Andrew J. Shoup, Jr. 1991 63 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.
Directors Whose Terms Expire in 2001
Director Principal Occupation
Name Since Age and other Directorships
- ---- ----- --- -----------------------
Jon L. Mosle, Jr. 1994 69 Independent consultant, investor, since
1992; Director of Private Capital of
Ameritrust Texas, N.A., a trust company,
1984 - 1992; currently serves as
Director of Southwest Securities Group,
Inc., a holding company primarily for
financial entities, Westwood Trust, a
trust company, Aquila Gas Pipeline
Corporation, a gas transmission company,
and Bank of Texas, a national banking
association.
A. W. Schenck, III 1986 55 Chairman and Chief Executive Officer of
Fleet Mortgage Group, a mortgage
company, since December 1997. Held
various executive positions with Great
Western Financial Corp., a thrift
savings company, July 1995-August 1997,
and various executive positions with PNC
Bank Corp., a national banking
association, 1989-July 1995.
3
<PAGE>
Directors Whose Terms Expire in 2000
Director Principal Occupation
Name Since Age and other Directorships
- ---- ----- --- -----------------------
Howard G. Hamilton 1974 66 Owner and operator of Palm Pavilion, a
recreational facility in Clearwater,
Florida.
C. Frayer Kimball, III 1972 64 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.
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. Abstentions and broker non-votes are counted for
purposes of determining the presence or absence of a quorum. With regard to
the election of directors, votes may be cast in favor of or withheld from each
nominee. Votes that are withheld will be excluded entirely from the vote and
will have no effect. In accordance with the Company's bylaws 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. Any abstentions or
broker non-votes will have no effect on the election of Directors. The Board of
Directors recommends that stockholders vote FOR the election of its nominees for
director.
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. Larson, Cushing, 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 1998, the Audit Committee held two meetings.
The Compensation Committee consists of Messrs. Mosle, 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, 1991 Non-Employee
Directors' Stock Option Plan and Equity Compensation Plan for Non-Employee
Directors. See "Report of Compensation Committee" contained herein. During
1998, the Compensation Committee held one meeting.
The Board of Directors held nine meetings in 1998. Five of the eight
Directors, Messrs. Cushing, Hamilton, Kimball, Larson and Shoup, 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.
4
<PAGE>
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. The executive
officers of the Company are elected each year by the Board of Directors at its
first meeting following the Annual Meeting of Stockholders to serve during the
ensuing year and until their respective successors are elected and qualified.
Positions and Offices Held and Principal
Name Age Occupation or Employment During Past Five Years
---- --- -----------------------------------------------
Andrew J. Shoup, Jr. 63 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.
A. Wayne Ritter 58 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.
Kent E. Johnson 61 Vice President of Exploration of the Company,
September 27, 1996 -January 1999; Regional
Director of Gulf Coast Exploration of Enserch
Exploration, an oil and gas exploration and
production company, June 1995 - August 1996; Vice
President, Exploration Development of DALEN
Resources, an oil and gas exploration and
production company, March 1994 - June 1995; Vice
President, Exploration/Land of PG&E Resources, an
oil and gas exploration and production company,
May 1989 -March 1994. Mr. Johnson is currently
employed as an executive employee of the Company
serving in the capacity as a business consultant.
Lawrence J. Finn 54 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 64 President of The Wiser Oil Company of Canada since
August 1, 1994; President and General Manager of
LL&E Canada, Ltd., 1988 - July 1994; President of
Del Norte Resources Ltd., 1987-1988.
SECTION 16(a) COMPLIANCE
BENEFICIAL OWNERSHIP REPORTING
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10 percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission (the "Commission") and the New York Stock Exchange
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 the
Commission regulations to furnish the Company with copies of all Section 16(a)
forms they file. Based solely on a review of such forms furnished to the
Company and certain written representations from the directors and executive
officers, the Company believes that all Section 16(a) filing requirements
applicable to its directors and executive officers and greater than 10%
beneficial owners were complied with on a timely basis.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation
paid by the Company in 1996, 1997 and 1998 to its President and Chief Executive
Officer and each other executive officer of the Company whose aggregate salary
and bonus exceeded $100,000 in 1998 (the "Named Executive Officers").
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long Term Compensation
-------------------- ----------------------
Awards
----------------------
Name and Principal Number of Securities All Other
Position Year Salary ($) Bonus ($) Underlying Options (#) Compensation ($)
- ------------------ ---- ------------------------- ---------------------- -------------------
<S> <C> <C> <C> <C> <C>
Andrew J. Shoup, Jr. 1998 $299,250 $ -0- 0 $ 8,610(1)
President and Chief 1997 285,000 15,000 40,000 5,502
Executive Officer 1996 265,000 106,000 205,000 8,652
A. Wayne Ritter 1998 183,000 -0- 0 5,903(1)
Vice President, 1997 175,000 10,000 30,000 5,250
Acquisitions and 1996 163,000 48,900 155,000 5,303
Production
Kent E. Johnson(2) 1998 175,000 -0- 0 5,883(1)
Vice President of 1997 160,000 10,000 7,500 5,347
Exploration 1996 38,693 12,000 100,000 75
Lawrence J. Finn 1998 162,000 -0- 0 5,088(1)
Vice President, Finance 1997 152,000 10,000 20,000 4,529
and Chief Financial Officer 1996 142,000 35,500 60,000 4,361
Allan J. Simus(3) 1998 168,000 -0- 0 13,442(4)
President of 1997 160,000 10,000 30,000 12,773
The Wiser Oil Company 1996 145,000 43,500 90,000 12,669
of Canada
</TABLE>
- --------------------
(1) Consists of (a) matching contributions by the Company in 1998 to the
accounts of Mr. Shoup $4,800, Mr. Ritter $3,553, Mr. Johnson $4,104 and Mr.
Finn $4,800 under the Company's Savings Plan and (b) matching contributions
by the Company in 1998 to the accounts of Mr. Shoup $3,108, Mr. Ritter
$1,900 and Mr. Johnson $1,077 under the Company's non-qualified Savings
Restoration Plan and (c) the dollar value of life insurance premiums paid
by the Company in 1998 for the benefit of Mr. Shoup $702, Mr. Ritter $450,
Mr. Johnson $702 and Mr. Finn $288.
(2) Mr. Johnson joined the Company on September 27, 1996 and resigned his
position as Vice President of Exploration effective January 1, 1999. Mr.
Johnson remains an executive employee of the Company in the capacity as a
business consultant.
(3) Mr. Simus is not directly employed by the Company. All amounts reported as
salary were earned by him as President of The Wiser Oil Company of Canada,
the subsidiary through which the Company conducts its Canadian operations.
All amounts are in U.S. dollars using a .645 (Canadian to U.S.) conversion
rate.
(4) Consists of (a) $10,113 representing The Wiser Oil Company of Canada's
contribution to the Defined Contribution Pension Plan and (b) $3,329
representing the dollar value of life insurance premiums paid by The Wiser
Oil Company of Canada in 1998 on two life insurance policies for his
benefit.
6
<PAGE>
OPTIONS GRANTED IN LAST FISCAL YEAR
No stock options were granted by the Company to the Named Executive
Officers in 1998.
The following table provides information, with respect to each Named
Executive Officer, concerning unexercised options held as of the end of the
fiscal year ended December 31, 1998. No Named Executive Officer exercised any
options during 1998.
FISCAL YEAR-END OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at FY-End (#)(1) Options at FY-End ($)(2)
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
Andrew J. Shoup, Jr. 297,500 42,500 $-0- $-0-
A. Wayne Ritter 201,250 28,750 -0- -0-
Kent E. Johnson 101,875 5,625 -0- -0-
Lawrence J. Finn 100,000 20,000 -0- -0-
Allan J. Simus 100,500 29,500 -0- -0-
- --------------------
(1) Represents the number of shares of the Company's Common Stock underlying
the options held by the Named Executive Officer.
(2) The closing price for the Company's Common Stock as reported by the New
York Stock Exchange on December 31, 1998 was $2.00. Value is calculated on
the basis of the difference between $2.00 and the option exercise price of
an "in-the-money" option multiplied by the number of shares of Common Stock
underlying the option. No options were "in-the-money" on December 31,
1998.
Pension Benefits
Each Named Executive Officer, other than Mr. Simus, is covered by the
Company's Retirement Income Plan (the "Qualified Plan"), a non-contributory
defined benefit pension plan under which retirement benefits are provided to
substantially all non-union employees of the Company. The Qualified Plan
provides a monthly benefit upon retirement equal to 2 percent of the employee's
average 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 qualified plan
as of December 31, 1992 would receive his monthly retirement income as
calculated under the terms of the qualified 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 Qualified
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.
7
<PAGE>
Effective as of December 31, 1998, the Qualified Plan was amended to
"freeze" benefits so that no additional benefits will accrue under the Qualified
Plan for anyone after December 31, 1998. The amendment does not reduce the
benefits accrued under the Qualified Plan on or before December 31, 1998, or
affect the amount of any benefit payments now being made pursuant to the
Qualified Plan. The amendment provides that no new participants will commence
participating in the Plan and no former, terminated or retired participants will
resume participating in the Plan after December 31, 1998. The amendment also
provides that the accrued benefits of each participant under the Plan became
100% vested as of December 11, 1998.
Certain executives of the Company also participate in the Company's
Retirement Restoration Plan. The Retirement Restoration Plan is a nonqualified
deferred compensation plan. The participants in the plan are the Chief
Executive Officer and any other employee of the Company (i) who is a participant
in 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. For 1998, Messrs. Shoup and Ritter were the only Named Executive
Officers who were participants in the Retirement Restoration Plan.
In order to comply with the qualification requirements of the Internal
Revenue Code of 1986, the maximum annual retirement benefit that may be accrued
and that the Company can fund, and the maximum compensation that may be used in
determining future benefit accruals, under the Qualified Plan are subject to
certain limitations. The Retirement Restoration 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 such maximum compensation and maximum benefit
limitations exceeds (ii) the value of the benefits actually payable under the
Qualified Plan.
Benefits under the Retirement Restoration Plan 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
Retirement Restoration Plan), the value of such participant's Retirement
Restoration Plan benefits will be distributed to such participant in a single
lump sum within 60 days following such termination of employment. Retirement
Restoration Plan benefits are payable from the general assets of the Company.
The following table presents estimated combined annual retirement benefits
payable under the Qualified Plan and the Retirement Restoration 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 of December 31, 1998 for the
Named Executive Officers were as follows: Mr. Shoup, 7 years; Mr. Ritter, 7
years; Mr. Johnson, 2 year; and Mr. Finn, 5 years. Messrs. Finn and Johnson
are not currently participants in the Retirement Restoration Plan. The amounts
reported in the salary column of the Summary Compensation Table included under
"Executive Compensation" above are the approximate amounts of compensation taken
into account for the purposes of the Qualified Plan and the Retirement
Restoration Plan for the years indicated.
Annual Retirement Benefits for Years of Credited Service
Compensation 10 Years 15 Years 20 Years 25 Years 30 Years 35 Years
- ------------ -------- -------- -------- -------- -------- --------
$125,000 $ 23444 $ 35,165 $ 46,887 $ 58,609 $ 64,081 $ 69,553
150,000 28,444 42,665 56,887 71,109 78,831 84,553
175,000 33,444 50,165 66,887 83,609 91,581 99,553
200,000 38,444 57,665 76,887 96,109 105,331 114,553
225,000 43,444 65,165 86,887 108,609 119,081 129,553
250,000 48,444 72,665 96,887 121,109 132,831 144,553
275,000 53,444 80,165 106,887 133,609 146,581 159,553
300,000 58,444 87,665 116,887 146,109 160,331 174,553
325,000 63,444 95,165 126,887 158,609 174,081 189,553
350,000 68,444 102,665 136,887 171,109 187,831 204,553
Employees of The Wiser Oil Company of Canada do not participate in the
Qualified Plan or the Retirement Restoration Plan and, therefore, Mr. Simus is
not a participant in such plans. Mr. Simus participates in the Defined
Contribution Pension Plan. The Wiser Oil Company of Canada does not maintain a
defined benefit pension plan.
8
<PAGE>
Directors' Compensation
Directors who are not employees of the Company receive an Annual Retainer
of $12,000, which is payable in quarterly installments of $3,000 each, with the
first payment being made in May of each year, and $1,000 for each meeting of the
Board of Directors or any Committee of the Board attended. Each Chairman of a
Committee of the Board receives an additional annual fee of $1,000. Directors
who are employees of the Company or a subsidiary do not receive a retainer or
fee for serving on the Board or Committees, for attending meetings of the Board
or Committees or for serving as Chairman of a Committee.
In 1996, the Company adopted The Wiser Oil Company Equity Compensation Plan
for Non-Employee Directors (the "Equity Plan"), which allows non-employee
Directors to make irrevocable elections prior to the beginning of each plan year
to receive their Annual Retainers (i) all in cash, (ii) all in Phantom Shares or
(iii) 50% in cash and 50% in Phantom Shares, and to defer payment of taxes on
the equity portion to a subsequent date. A "Phantom Share" is an unsecured,
unfunded and nontransferable right to receive from the Company one share of
Common Stock, which right will automatically be exercised upon the earlier to
occur of (i) the termination of the holder's service as a Director for any
reason or (ii) a "Change in Control" of the Company, as defined in the Equity
Plan. Non-employee Directors have no right to convert Phantom Shares into
Common Stock prior to such time. The number of Phantom Shares that may be
acquired by a non-employee Director on any Annual Retainer payment date is
determined by dividing the amount of the Annual Retainer, or portion thereof,
that the Director has elected to receive in Phantom Shares by the fair market
value of a share of Common Stock on the payment date of the Annual Retainer,
rounded downward to the nearest whole number. Phantom Shares are fully vested
upon issuance. Holders of Phantom Shares receive payments of cash or other
property equivalent to dividends paid on outstanding shares of Common Stock, but
have no voting or other rights of stockholders with respect to the Phantom
Shares. A maximum of 25,000 shares of Common Stock may be issued upon the
conversion of Phantom Shares under the Equity Plan. For 1998, Messrs. Mosle,
Larson and Schenck each elected to receive all of his $12,000 Annual Retainer
in Phantom Shares and were each credited with 3,155 Phantom Shares under the
Equity Plan.
The 1991 Non-Employee Directors' Stock Option Plan as amended, (the
"Directors' Plan") 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 Directors' Plan, 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 1,500 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 Directors' Plan also provides for the grant of an option to purchase 5,000
shares of Common Stock to each newly elected non-employee Director upon such
person's initial election to the Board. In February 1997, the Directors' Plan
was amended to provide for, in addition to the annual and initial option grants
described above, a one-time grant on the date of the 1997 Annual Meeting of
Stockholders to each non-employee Director serving on that date of an option to
purchase, at an exercise price equal to the fair market value of the Common
Stock on the date of grant, a number of shares of Common Stock equal to 5,000
less the number of shares covered by all options previously granted to such
Directors under the Directors' Plan. All options granted under the Directors'
Plan become exercisable six months from the date of grant and expire ten years
from the date of grant. The Directors' Plan provides that, upon termination of
service as a Director for any reason other than removal for cause, all
outstanding options previously granted to the non-employee Director under the
Directors' Plan will become immediately exercisable in full and will remain
exercisable until the earlier to occur of the original expiration date of the
option or three years from the date of termination of service, provided that if
a Director voluntarily retires or resigns the post-termination of service
exercise period may not exceed the duration of such Director's period of service
as a Director of the Company. The Directors' Plan also provides that, upon
removal of a Director for cause, all unvested options will immediately terminate
and all unexpired vested options will be exercisable for a period of 90 days
after removal. The total number of shares which may be issued under the
Directors' Plan is limited to 65,000 shares of Common Stock. Pursuant to the
terms of the Directors' Plan, on May 19, 1998, an option to purchase 1,500
shares of Common Stock at an exercise price of $11.94 per share was granted to
each person then serving as a non-employee Director.
Employment Agreements
On July 1, 1991, the Company entered into an employment agreement with
Andrew J. Shoup, Jr. The employment agreement, as amended effective April 1,
1997, provides that Mr. Shoup will serve as President and Chief Executive
Officer of the Company through the close of business on March 31, 2000, unless
extended by agreement of the parties 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 of Directors, Mr. Shoup is entitled to be paid
"additional incentive compensation" in such an amount, and based on the
accomplishment of such performance objectives established by the Company, as may
be determined by the Compensation Committee for each year. Upon execution of
the employment agreement, Mr. Shoup was awarded 5,000 restricted shares of
Common Stock and nonstatutory options to purchase 10,000 shares of Common Stock,
vesting over a four-year period beginning June 30, 1994, under the Company's
1991 Stock Incentive Plan. 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.
9
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A. Wayne Ritter entered into an employment agreement with the Company
effective January 24, 1994. The employment agreement, which was amended
effective January 1, 1999, provides that Mr. Ritter will serve as Vice
President, Acquisitions and Production of the Company through the close of
business on March 31, 2000, unless such term is extended by agreement of the
parties for an annual salary not less than his salary in effect on April 1,
1997. The agreement also provides that Mr. Ritter will be covered by such
employee benefit plans as are applicable to executive employees of the Company.
Kent E. Johnson entered into an employment agreement with the Company
effective September 30, 1996. The employment agreement, which was amended
effective January 1, 1999, provides that Mr. Johnson will remain in the employ
of the Company as an executive serving in the capacity as a business consultant
to the Company through the close of business on March 31, 2000, unless such
term is extended by agreement of the parties for an annual salary not less than
his salary level in effect on April 1, 1997. The agreement also provides that
Mr. Johnson will be covered by such employee benefit plans as are applicable to
executive employees of the Company. Mr. Johnson resigned from his office as
Vice President of Exploration of the Company effective January 1, 1999.
Lawrence J. Finn entered into an employment agreement with the Company
effective November 1, 1993. The employment agreement, which was amended
effective January 1, 1999, provides that Mr. Finn will serve as Vice President,
Finance and Chief Financial Officer of the Company through the close of business
on March 31, 2000, unless such term is extended by agreement of the parties, for
an annual salary not less than his salary level in effect on April 1, 1997. 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 of Canada effective August 1, 1994. The employment agreement, which was
amended effective January 1, 1999, provides that Mr. Simus will serve as
President of The Wiser Oil Company of Canada through the close of business on
March 31, 2000, unless such term is extended by agreement of the parties for an
annual salary not less than his salary level in effect on April 1, 1997. Mr.
Simus participates in the Registered Retirement Savings Plan of The Wiser Oil
Company of Canada, which is comparable to the Company's Savings Plan. Mr. Simus
also participates in The Wiser Oil Company of Canada Defined Contribution
Pension Plan.
The employment agreements described above provide that the employment of
the Named Executive Officer can be terminated by the Company only for illness,
disability or death, or for cause. Under the employment agreements if the
employment of the employee is terminated by the Company for cause or the
employee for any reason other than death within 12 months following a "Change in
Control" of the Company, the employee will be paid an amount equal to three
times the employee's base salary in effect at the time of his termination, the
value of one year's worth of benefits provided to him as an employee during the
one year preceding his termination, and a "Gross-Up Payment" for purposes of
making the employee whole in the event an excise tax under Section 4999 of the
Internal Revenue Code of 1986, as amended (including penalties or interest
thereon), is imposed with respect to any payment or distribution made by the
Company to or for the benefit of the employee under the employment agreement or
otherwise. 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 at least 50% of the
voting stock of the Company or the purchase of any such shares pursuant to a
tender offer, (iii) an agreement or plan is approved by stockholders 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 a
majority of the voting power of the surviving corporation, (iv) the approval by
stockholders of a liquidation of all or substantially all the assets of the
Company or a distribution to stockholders of 30% in value of the Company's
assets or (v) if at any time less than 60% of the members of the Board of
Directors of the Company 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 of Canada.
10
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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 consisted of four
independent directors during 1998. Mr. Mosle is Chairman of the Committee. The
Committee oversees all compensation arrangements involving the executive
officers.
The following is the Compensation Committee's report on 1998 executive
compensation practices for the executive officers of the Company. The following
report of the Compensation Committee and the information that follows the report
relating to the Stock Performance Graph below shall not be deemed to be
"soliciting material" or to be "filed" with the Commission's proxy rules, except
for the required disclosure herein, or to the liabilities of Section 18 of the
Securities Exchange Act of 1934, and such information shall not be deemed to be
incorporated by reference into any filing made by the Company under the
Securities Act of 1933 or the Securities Exchange Act of 1934.
Executive Compensation Policies
The Company's executive compensation package consists of a base salary,
annual incentive bonuses, and stock options or restricted stock.
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 skilled and talented
management.
Annual incentive bonuses as a percent of salary are paid based upon an
evaluation of performance using criteria set at the beginning of each year.
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. The bonus plan reinforces 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.
Management may be entitled to receive long-term equity incentive award in
the form of stock options or restricted stock. The value of the grants is linked
to the achievement of sustained value creation and consistent operating
efficiencies. 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 stockholders.
Relationship of Compensation to Performance Under Compensation Plans
The Company is focused on 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 or restricted stock awards with comparable
incremental vesting requirements, thereby creating a substantial focus on value
creation for stockholders.
The Company's base salary objective is to position all members of
management near their target midpoints over time. Target midpoints are
positioned to approximate the median of competitive practices. In February
1998, the Committee reviewed and approved base salary increases for certain
executive officers that were implemented in March 1998. 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 with performance
rewarded by a cash 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.
Bonuses are awarded based on both the overall performance results of the
Company relative to expectations and on individual overall contributions to 1998
results. Operating cash flow, reserve replacement and increases in reserve
values 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 measures for awards
to be earned. Performance measures and goals are reevaluated annually, and in
making an award, the Committee may reflect other relevant performance results as
identified in the following paragraph.
11
<PAGE>
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 reserve growth, lease operating expenses,
finding costs, administrative expenses, and returns to stockholders. Based on
the results of these assessments and an evaluation by the Committee of
individual executive performance, the Committee may adjust awards to reflect
individual performance.
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 vehicles. To reflect pay strategy objectives and competitive
practices, the Committee has approved stock option grant ranges for use in
determining awards. The grant ranges assume that stock options will be awarded
annually, with an option price equal to the fair 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.
No annual incentive bonuses or stock options were granted by the Committee
for 1998 because the severe weakness in oil and gas prices has necessitated the
need to conserve cash assets. In December 1998, the Board of Directors approved
plans to implement an aggressive cost reduction program, which included a
significant reduction in the Company's work force in both Dallas and Calgary,
suspending payment of the common stock dividends, and curtailing drilling and
other discretionary capital expenditures.
1998 Compensation for the Chief Executive Officer
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. On February 23, 1998, the Committee
approved an increase in Mr. Shoup's salary from $285,000 to $299,250 per annum.
The Committee considered industry standards and the Company's goal to
approximate the median of competitive practices with respect to base salaries.
In January 1999, Mr. Shoup voluntarily reduced his annual salary from
$299,250 to $200,000.
Impact of the Omnibus Budget Reconciliation Act of 1993 (OBRA)
The passage of OBRA has created a limitation on 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 it therefore has no immediate plans to
modify the Company's compensation arrangements, except as described herein.
By the Compensation Committee:
Jon L. Mosle, Jr., Chairman
Howard G. Hamilton
C. Frayer Kimball, III
A. W. Schenck, III
12
<PAGE>
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, 1998, with the cumulative total return of the Broad Market Index,
which is an index of companies on the S&P 500 Index, and an index of peer
companies selected by the Company.
Stock Performance Graph
December 31
1993 1994 1995 1996 1997 1998
The Wiser Oil Company $ 100 $ 83.49 $ 72.41 $120.19 $ 86.59 $ 13.25
Peer Group Index 100 94.66 109.04 155.93 147.72 80.92
Broad Market Index 100 101.32 139.40 171.41 228.59 293.92
Companies in the peer group are as follows: Equity Oil Company; Forest Oil
Corporation; Plains Resources, Incorporated; Swift Energy Company; Tom Brown,
Inc.; and XCL Ltd. 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, 1993, and
reinvestment of dividends.
13
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
The only shareholders known to the Company to own beneficially more than 5%
of the Company's Common Stock outstanding as of March 1, 1999 were:
Number of Shares
Name and Address Beneficially Owned Percent of Class
---------------- ------------------- ----------------
Dimensional Fund Advisors Inc. 567,575(1) 6.34%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Cross Timbers Oil Company 775,000(2) 8.70%
810 Houston St., Suite 2000
Fort Worth, Texas 76102
Cross Timbers Trading Company
810 Houston St., Suite 2000
Fort Worth, Texas 76102
--------------------
(1) Dimensional Fund Advisors Inc. ("Dimensional"), a registered
investment advisor, is deemed to have beneficial ownership of 567,575
shares of the Company's Common Stock as of December 31, 1998, all of
which shares are held in portfolios of four investment companies for
which Dimensional serves as an investment advisor, and certain other
investment vehicles including commingled group trusts, for which
Dimensional serves as an investment manager. In its capacity as
investment advisor and investment manager, Dimensional possesses both
voting and investment power over these shares. Dimensional disclaims
beneficial ownership of all such shares. The foregoing information was
obtained from Dimensional and from a Schedule 13G dated February 11,
1999 filed by Dimensional with the Commission.
(2) Cross Timbers Oil Company, a Delaware corporation, is deemed to have
beneficial ownership of 775,000 shares of Common Stock, including
525,000 held by Cross Timbers Trading Company, a Texas corporation and
a wholly-owned subsidiary of Cross Timbers Oil Company. Cross Timbers
Oil Company has the sole voting power and dispositive power with
respect to the 250,000 shares of Common Stock it beneficially owns
directly, and shares voting and dispositive power with Cross Timbers
Trading Company with respect to the 525,00 shares of Common Stock it
beneficially owns indirectly through Cross Timbers Trading Company.
These shares were purchased for and are held for investment purposes
by Cross Timbers Oil Company and Cross Timbers Trading Company. The
foregoing information was obtained from Cross Timbers Oil Company and
from a Schedule13D dated October 19, 1998 filed by Cross Timbers Oil
Company and Cross Timbers Trading Company with the Commission.
14
<PAGE>
The following table sets forth as of March 1, 1999, 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. 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.
Number of
Shares Beneficially Percent
Name Owned of Class
---- ------------------- ---------
Directors
John W. Cushing, III 11,431 (1)(2) *
Howard G. Hamilton 48,436 (1)(2) *
Jon L. Mosle, Jr. 27,700 (1)(2) *
A. W. Schenck, III 10,540 (2) *
Lorne H. Larson 9,000 (2) *
C. Frayer Kimball, III 19,583 (1)(3) *
Andrew J. Shoup, Jr. 333,750 (4) 3.60%
Named Executive Officers (excluding
any Director named above)
A. Wayne Ritter 216,875 (5) 2.37%
Kent E. Johnson 105,750 (6) 1.17%
Lawrence J. Finn 115,500 (7) 1.27%
Allan J. Simus 115,000 (1)(8) 1.27%
Group
All Directors and executive officers
as a group (11 persons, including
those named above) 1,013,565 (1)(9) 10.29%
--------------------
* Less than 1%
(1) Includes shares owned by spouses and children (Mr. Cushing, 665
shares; Mr. Hamilton, 33,500 shares; Mr. Kimball, 455 shares; Mr.
Mosle, 5,000 shares; Mr. Simus, 500 shares; and all Directors and
executive officers as a group, 40,120 shares), as to which, in each
case, the Directors and executive officers disclaim beneficial
ownership.
(2) Includes, for each such person, 8,000 shares covered by presently
exercisable stock options under the 1991 Non-Employee Directors' Stock
Option Plan.
(3) Includes 7,250 shares covered by presently exercisable stock options
under the 1991 Non-Employee Directors' Stock Option Plan.
(4) Includes 313,750 shares covered by presently exercisable stock options
under the 1991 Stock Incentive Plan.
(5) Includes 211,875 shares covered by presently exercisable stock options
under the 1991 Stock Incentive Plan.
(6) Includes 103,750 shares covered by presently exercisable stock options
under the 1991 Stock Incentive Plan.
(7) Includes 107,500 shares covered by presently exercisable stock options
under the 1991 Stock Incentive Plan.
(8) Includes 110,500 shares covered by presently exercisable stock options
under the 1991 Stock Incentive Plan.
15
<PAGE>
(9) Includes an aggregate of 894,625 shares covered by presently
exercisable stock options held by Directors and executive officers.
Under the proxy rules of the 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.
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 ending
December 31, 1999. 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
If a stockholder intends to present a proposal for action at the 2000
annual meeting and wishes to have such proposal considered for inclusion in the
Company's proxy materials in reliance on Rule 14a-8 under the Securities
Exchange Act of 1934, as amended, the proposal must be submitted in writing and
received by the Company by December 10, 1999. Such proposals must also meet the
other requirements of the rules of the Commission relating to stockholders'
proposals. Proposals and nominations should be addressed to the Assistant
Secretary of the Company, Lawrence J. Finn, 8115 Preston Road, Suite 400,
Dallas, Texas 75225.
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
April 22, 1999
A copy of the Company's Form 10-K Annual Report for the fiscal year ended
December 31, 1998, 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.
16
<PAGE>
THE WISER OIL COMPANY
Annual Meeting of Stockholders This Proxy is Solicited
To Be Held May 17, 1999 on Behalf of the Board of Directors
The undersigned stockholder of The Wiser Oil Company (the "Company") hereby
constitutes and appoints A. Wayne Ritter, 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 Monday, May 17, 1999, 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
26, 1999 as follows, and in the discretion of the proxies on all other matters
properly coming before the meeting or any adjournment thereof.
(1) In the election of Directors for a term of three years expiring in 2002:
( ) FOR all nominees listed ( ) WITHHOLD AUTHORITY to
below (except as marked vote for all nominees listed
to the contrary below) below
John W. Cushing, III, Lorne H. Larson and Andrew J. Shoup, Jr.
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) 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.
<PAGE>
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. 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 , 1999
------------------------------------------
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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.
