PROXY STATEMENT
OF
TRI-VALLEY CORPORATION
230 South Montclair Street, Suite 101
Bakersfield, California 93309
SOLICITATION OF PROXIES FOR
MEETING OF STOCKHOLDERS
For the Annual Shareholder Meeting to be Held in the
Bakersfield, California 93309
(local time), on
OF
TRI-VALLEY CORPORATION
To Fellow Stockholders of the Company:
The enclosed proxy material relating to Tri-Valley Corporation ("Tri-
Valley" or the "Company") from the Board of Directors of the Company is
sent to you as the direct or beneficial owner of common stock of the
Company with the Company's sincere request that you give those materials
your prompt and thorough consideration.
We need your help now to stop efforts to raid and destroy your
Company.
Your Board of Directors has, for several years now, firmly dealt with
the toughest conditions in the industry's history and resisted numerous
internal and external attempts to take over the Company and its properties.
The latest such attempt, with many of the same players, is being conducted
by The Tri-Valley Committee for New Management, chaired by Alfred
Ainsworth, III, Esq. (the "Ainsworth Committee"). It is a small group of
dissident, extremely minority shareholders (directly owning 1.8% of the total
outstanding shares). WHO ARE THESE PEOPLE? WHY DON'T THEY
OFFER SHAREHOLDERS MONEY FOR THEIR STOCK INSTEAD OF
PAYING LAWYERS TO HELP SMEAR MANAGEMENT?
Members of the Ainsworth Committee and its nominees for directors
include:
1. A former Tri-Valley employee who was fired for cause in
1989,
and who took personal bankruptcy in 1993;
2. A former Tri-Valley director who admitted he colluded with
another former Tri-Valley employee to take over the Company
so he could take personal control of the Company's
Richardson
gold property;
3. An attorney who posed as a person helping to secure funding
for Tri-Valley projects who then used proprietary
information
provided to him in good faith for that purpose to
organize a
take over effort;
4. Others who became stockholders after the Company filed
Chapter 11.
DO NOT BE MISLED
READ ON
The Ainsworth Committee freely uses hearsay, comments out of
context and false and misleading statements to foment dissatisfaction and
dissent in their attempt to take over the Company.
1. AINSWORTH COMMITTEE'S STATEMENT: Based on
conversations between the Committee and the former
Secretary
and Treasurer of the Company, Tri-Valley revenues from
mining have been about one third of the $1.7 million the
Company has invested to date.
1. THE TRUTH: The former Secretary-Treasurer, HELEN
O'BRIEN, WAS FIRED FOR EMBEZZLEMENT AND
FRAUD as discovered by the Company's independent auditors.
She, like the former employee and former director appear
vindictive. Clearly, we believe her statements cannot be
trusted and the Ainsworth Committee has carefully chosen
portions of her statements as the support of their
attack on
present management.
In fact, Company revenues to date from mineral
activities are
about $1 million and an additional $1.6 million has been
invested in the property by third parties - all while
still in the
exploration stage,, not the production stage, which is
yet to
come.
2. AINSWORTH COMMITTEE'S STATEMENT: F. Lynn
Blystone, President and Chief Executive Officer of the
Company admitted the Company is in default on more than
half of its prospect acreage due to failure to stay
current on
payments.
2. THE TRUTH: Mr. Blystone stated over half the acreage had
been dropped. This was done to concentrate Company
resources on the most advanced targets after
evaluating some
225 square miles, a good business decision. The Company
retains over 37 square miles containing the more
prospective
acreage.
3. AINSWORTH COMMITTEE'S STATEMENT: A motion filed
by Phillips Petroleum Company states the Company is
delinquent on property taxes on certain natural gas wells.
3. THE TRUTH: The Company is NOT DELINQUENT ON ITS
PROPERTY TAXES FOR ANY OF ITS NATURAL GAS
WELLS. The Company recently disputed property taxes on
certain wells, won a large adjustment and paid at
settlement.
The wells were NEVER in jeopardy.
4. AINSWORTH COMMITTEE'S STATEMENT: Current
Management has demonstrated a serious disregard of its
duties
owed to stockholders as a publicly held Company by filing
reports late and not holding shareholder meetings annually.
4. THE TRUTH: From time to time, during periods of severe
cash squeeze, the Company has delayed filing reports and
used
its available cash to protect assets, corporate
opportunities and
continue in business. The Company has never had a comment
letter from the SEC. The Company is currently filed on its
audited fiscal year end, a copy of which accompanies this
material. Quarterly unaudited reports are being
prepared to
send to shareholders as soon as possible.
Management is aware that it did not hold shareholder
meetings
annually and is not absolutely required to either by
Delaware
law or its charter and by-laws. Like many small companies
during times when funds were dear, the Company President
was deferring salary and the Directors were deferring
fees and
expenses in order to preserve corporate opportunity, it
seemed
reasonable to defer the priority of such an expenditure.
The
preparation by the Company for a shareholder meeting can
cost $20,000 to $25,000. Instead, funds were used to
maintain
and preserve precious leases, mineral claims and basic
staff to
perform operational responsibilities.
Given the choices and circumstances of a very tough
business
environment, management (which has communicated with
shareholders frequently and in depth throughout)
believes it
has acted in the best interest of all the shareholders.
Management believes it thus has exercised the maximum duty
and care consistent with the conditions and resources with
which it operated.
5. AINSWORTH COMMITTEE'S STATEMENT: Lack of
oversight permitted unauthorized transactions and
diversion of
funds ACCORDING TO A DECLARATION FILED BY
HELEN O'BRIEN, FORMER SECRETARY-TREASURER OF
THE COMPANY PURPORTEDLY FIRED FOR CAUSE IN
DECEMBER, 1995.
5. THE TRUTH: MS. O'BRIEN WAS INDEED FIRED FOR
CAUSE - EMBEZZLEMENT AND FRAUD - IN DECEMBER,
1995. Except for her own diversion of Company funds to her
personal account, there has been no diversion of Company
funds and all funds have been used for corporate purposes.
The President and Chief Executive Officer has always acted
and transacted within his authority under Delaware law, the
charter and by-laws of the corporation and the scope of the
Company's agreements and attendant accounting policies.
6. AINSWORTH COMMITTEE'S STATEMENT: Self dealing
on the part of the Company's President and Chief Executive
Officer.
6. THE TRUTH: THE PRESIDENT HAS NEVER "SELF
DEALT" BUT HAS SELF SACRIFICED MANY TIMES
OVER THE YEARS TO HELP KEEP THE COMPANY
GOING IN VERY HARD TIMES, TO MEET THE PAYROLL
OF OTHER STAFF, TO ACQUIRE VALUABLE
CORPORATE OPPORTUNITIES AND ASSETS.
Since the 1980's the Company has reported to the
shareholders
about the employee bonus pool derived from small overriding
royalties on gas wells. As one of the eligible
employees, Mr.
Blystone received his appropriate share while the
program was
in existence.
The President has routinely purchased 1% working
interest in
the Company's gas plays either directly for fresh cash
or as an
offset to deferred salary. Because the odds of success are
negative, most of these investments have been
lost in dryholes.
Beginning in 1991, these investments have been
successful due
to a string of discovery success. The President has NEVER
taken from the Company's share.
On advice of counsel, the President has been paid
interest on
deferred salary at normal bank commercial lending
rates, all
below 10%. The President has NEVER been paid 18% interest
on deferred salary. Further, the President NEVER demanded
cash payment, rather, on occasion, he
accepted the Company's
restricted common stock above book value and above market
quote for accrued salary and interest.
During his tenure, the Company President,
F. Lynn Blystone,
has gone without salary (he is paid up through
August 4, 1993).
He has canceled earned bonuses, lent money for the
payroll of
other staff, bought Company restricted stock above
book value
and above market quote, gone without vacation and without
full business expense reimbursement and no reimbursement of
very substantial high interest credit card obligations
made in
pursuit of business. He has found ways to use his personal
resources and self denial to keep the Company going through
hard times. The employment contract of the President and
Chief Executive Officer was negotiated with the outside
directors and ratified by the shareholders. It is a
standard
agreement.
7. AINSWORTH COMMITTEE'S STATEMENT: The Board
refused to negotiate with the Company's largest creditor.
7. THE TRUTH: In fact, there were many meetings in person
and via telephone between management, the Board of
Directors, and individual directors with the
secured lender in
an effort to negotiate an acceptable settlement. The
Tri-Valley
president and CEO was on the telephone with the secured
lender right up to closing of the window to file
Chapter 11.
But, in the end, the secured lender refused to give
additional
written forbearance to negotiate and the Company could not
allow itself to be put in the position of negotiating
while the
properties and revenues would be in foreclosure.
This would
have been extremely detrimental to shareholders and their
investment in the Company. Besides, the offers of the
secured
lender to buy the properties were considerably below other
offers available to the Company.
8. AINSWORTH COMMITTEE'S STATEMENT: Current
management has not informed Tri-Valley shareholders of its
efforts to sell the Company's producing gas reserves.
8. THE TRUTH: In fact, shareholders were apprised of the
possibility of reserve sale as far back as
June 30, 1995, with
subsequent notices in February and March, 1996. At one
point, Tri-Valley pursued a few companies known to be
interested in buying reserves and capable of
performing. All
of these companies offered considerably more than did the
secured lender. Management reasoned that Tri-Valley was
not
broke, it just lacked the liquid capital to meet a very
short
term demand. Its reserves are cash in the ground which the
Company can use only once a month and this monthly revenue
could not solve the all due and payable pay-off demand of
the
secured lender. However, a normal and reasonable sale of
the
reserves could pay off all obligations and leave
substantial cash
to resume operations -not unlike the proceeds from a stock
offering or sale of a large prospect. The President has
the
authority to negotiate and sell, but also got Director
ratification
of his authority. Happily, other opportunities have since
emerged that may enable Tri-Valley to keep its reserves.
However, sale of the reserves is not out of the question
anymore than it is with any other oil and gas company as
properties are constantly being bought and sold by
companies
for any number of reasons. This is simply another
example of
the Ainsworth Committee trying to foment
dissatisfaction and
dissent through false and misleading statements.
9. AINSWORTH COMMITTEE'S STATEMENT: Complaining
about Tri-Valley being permitted to use $150,000 for
corporate
purposes.
9. THE TRUTH: The U.S. Bankruptcy Court sided with Tri-
Valley on all points regarding the use of $150,000.
The claims
of the Ainsworth Committee, the Official Committee of
Equity
Security Holders and the U.S. Trustee were spurious and
false,
and realized as such by the Bankruptcy Judge. Tri-Valley
is
pleased to have found a capital formation resource which
produces results more favorable than the Company has been
able to do on its own with only a 10% cost, which is far
less
than most brokerages - especially for a company in
Chapter 11.
This is another example of the Ainsworth Committee
trying to
put a negative "spin" on a matter to in order to foment
dissatisfaction and dissent with false and misleading
statements.
The Company has properly used these funds to preserve and
advance its opportunities. Quite simply - the U.S.
Bankruptcy
Court carefully and reasonably scrutinizes any such
transaction
by a debtor. The Ainsworth Committee obstruction
effort had
its day in court and was rejected.
10. AINSWORTH COMMITTEE'S STATEMENT: Current
Directors refused to meet with Ainsworth Committee members.
10. THE TRUTH: As far back as 1989, the Directors have gone
far out of their way to patiently accommodate and listen
to the
complaints and demands from a small group of dissident
shareholders and former fired employees who are now
members of, or associated with, the Ainsworth Committee.
These members have ignored factual explanations and
rebuttals
of their complaints and claims. Hours and hours and
hours of
Director time, Tri-Valley auditor time, Tri-Valley counsel
time
and management time have gone into very detailed reviews
with such members, only to be totally ignored. The
Ainsworth
Committee made it plain before the proxy solicitation they
intended to take over the Company. No one sees any point,
after years of this, to spend any more time with them on
these
matters, none of which is new or uninvestigated or
unreviewed.
One compelling fact which you should consider: the U.S.
Bankruptcy Court has heard and rejected every claim and
argument asserted by the Committee members and turned
these matters over to you, the shareholders. The Ainsworth
Committee is using the proxy rules to rehash these
previously
rejected complaints.
Take a close look at the experience, qualifications and dedication of
the present people who comprise the Tri-Valley Board of Directors who have
not quit in the face of hard times or disappointing circumstances. The
present management has taken the Company forward during the years when
the vast majority of its competitors went out of business.
The Board of Directors asks for your proxy and support
in order to complete very promising and exceptional Company
projects in a manner that preserves the opportunity for you, the
current, loyal shareholders to benefit.
This Proxy Statement, together with the enclosed form of Proxy
(PRINTED ON GOLD PAPER), is first being mailed or distributed to
stockholders of the Company on or about June 30, 1996.
WHAT IS THE OFFICIAL COMMITTEE OF
EQUITY SECURITY HOLDERS? (OCESH)
Under the U.S. Bankruptcy Code, the office of the U.S. Trustee may
form a committee to represent the shareholders, ordinarily the seven largest
shareholders willing to serve. However, in our case, the U.S. Trustee formed
a five person committee with the first three coming from the Ainsworth
Committee. This gave the Ainsworth Committee a quorum, a majority and
veto power over all activities. They have so misused and abused this position
that the other two Tri-Valley shareholders each resigned in disgust and
protest.
The U.S. Trustee has allowed the OCESH to continue as a transparent
cover for the tiny minority dissident Ainsworth group rather than a fair
representation of Tri-Valley shareholders prescribed by the U.S. Bankruptcy
Code. This can be very injurious to Company shareholders because the
OCESH can hire lawyers, accountants and staff, ALL AT TRI-VALLEY
EXPENSE! The OCESH is now composed of:
1. John E. Grant, Chairman, who owns no stock but votes 29,000
shares as custodian for his children. John Grant was fired
from the Company for cause in 1989. He filed personal
bankruptcy in 1993. He is a nominee for a board seat by
the
Ainsworth Committee of which he is a former member.
2. Alfred Ainsworth, III, Esq. owns 10,000 shares, 9,000 of
which
he acquired after Tri-Valley filed Chapter 11. Mr.
Ainsworth
was introduced to Tri-Valley management last November and
posed as a person seeking substantial projects for
presentation
to his investor groups "on the east coast". In good
faith, he
was provided proprietary and inside information for that
purpose. Unknown to us he began communication with our
secured lender, Frank Agar, and acquired 1,000 shares of
Tri-Valley stock in December. In January he began making
demands on the Company and its Board of Directors to meet
with him and Frank Agar. Tri-Valley management already
had dialogue with Mr. Agar and had no reason to respond to
Mr. Ainsworth's threats and demands. He acquired another
9,000 shares in February some associates bought 16,570
shares
for a total of 25,570 shares after Tri-Valley filed and
began a
formal raid on the Company. Mr. Ainsworth represents
himself as founder and president of Ainsworth Production
Company. He did not disclose that the corporate status of
Ainsworth Production Company was DELINQUENT!
3. J. Bruce Carruthers is a former dissident director.
In 1989,
after taking early retirement, Mr. Carruthers began to
assert
himself as a prospective employee of Tri-Valley and
increasingly attempted to acquire an interest in, if not
control
of, the Company's Richardson, Alaska mining property. To
that end, he admittedly colluded with a former Tri-Valley
employee to gain control of the Company and "take the
Richardson property off its hands". An apology and
pledge by
Mr. Carruthers to let "bygones be bygones", enabled him to
remain on the Board of Directors. However, until his
recent
resignation and joining the Ainsworth Committee, his
presence
was obstructive and jeopardized the confidentiality of the
Directors' deliberations and sensitive corporate and
project
information.
Both Mr. Grant and Mr. Carruthers recently resigned from
the Ainsworth Committee in an effort to mask their
conflict of
interest while continuing to serve on the OCESH and where
they can, in effect, charge Tri-Valley for expenses of the
Ainsworth Committee agenda.
Another Ainsworth Committee member and nominee for the Board of
Directors, Lorrie Olivier, joined American International Petroleum
Corporation in 1991. Since then, its stock has plummeted from over 39.00
dollars per share to its present .50 cents per share range.
PLEASE COMPARE THAT WITH THE COMPANY SLATE OF
MEN WHO ARE IN THE TRENCHES BUILDING AND PROTECTING
STOCKHOLDER EQUITY FOR ALL THE SHAREHOLDERS:
The Tri-Valley Board of Directors is comprised of Earl Beistline,
Milton Carlson, Loren Miller, Dennis Lockhart, Terry Stringer and Lynn
Blystone, who is also president and chief executive officer of the Company.
All except Blystone are outside directors. All the foregoing members are
collectively referred to in this Proxy Statement as the "Directors". As of June
30, 1996, the Directors directly owned 540,500 shares equal to 6.73% of the
8,027,248 shares outstanding. Clearly, the present Directors have done their
duty in regard to the Company, its future successes and, especially, this
election. All of the present Directors of the Company are nominees.
TRI-VALLEY CORPORATION
MANAGEMENT'S SLATE OF DIRECTORS
July, 1996
Director
Since
F. Lynn Blystone - 60
President and Chief Executive
Officer 1974
423,519 shares (1) 5%
Tri-Valley Corporation, and its
wholly
owned
subsidiary, Tri-Valley Oil &
Gas
Co.,
Bakersfield, California
Mr. Blystone became president of Tri-Valley Corporation in October, 1981,
and was nominally vice president from July to October, 1981. His
background includes institution management, venture capital and various
management functions for a mainline pipeline contractor including the Trans
Alaska Pipeline Project. He has founded, run and sold companies in several
fields including Learjet charter, commercial construction, municipal finance
and land development. He is also president of a family corporation, Bandera
Land Company, Inc., with real estate interests in Kern, Riverside and
Orange Counties, California. A graduate of Whittier College, California,
he did graduate work at George Williams College, Illinois in organization
management. He gives full time to Tri-Valley.
Terrance L. Stringer - 54
Executive Vice President 1982
52,045 shares .7%
Huntway Refining Company
Wilmington, California
Mr. Stringer is responsible for refinery supply, planning and intermediate
product marketing of Huntway, a NYSE limited partnership with three
refineries in the United States. Prior to that he was vice president of supply
and marketing of Golden West Refinery in Santa Fe Springs, California. He
was formerly president of several subsidiaries of Tosco Corporation including
TPFC, which purchased gas supplies for the Avon Refinery; Toscogen, Inc.,
which provided co-generation services; Teorco, a heavy oil producer and was
also general manager oil, gas and minerals for Tosco Corporation. Prior to
that he spent 9 years with Standard Oil of California (now Chevron) in
finance, supply and trading including 3 years in the London crude oil trading
office. He holds a B.Sc. in chemical engineering from the University of
Illinois and a M.B.A. from UCLA.
Dennis P. Lockhart - 48
President 1982
41,091 shares .5%
Heller International Group, Inc.
Chicago, Illinois
After service as a corporate banking officer of Citibank since 1971, most
recently as vice president in the Central and South America Group
responsible for debt-to-equity conversions, Mr. Lockhart has become
president of Heller International, an old line firm now owned by Fuji Bank
Group. Heller provides financing in 20 countries. While with Citibank, Mr.
Lockhart served the bank's international operations in Jedda and Riyahd,
Saudi Arabia; Athens, Greece; Beirut, Lebanon; and as executive vice
president of Iranian's Bank of Tehran, Iran. He then served as vice
president and regional executive for corporate banking in the seven
southeastern states and Puerto Rico for Citicorp (USA) Inc. A graduate of
Stanford University, he has an M.A. from John Hopkins University.
Milton J. Carlson - 65
Investor, Kalispell, Montana 1985
49,000 shares .6%
Mr. Carlson is a principal in Earthsong Corporation which, in part, consults
on environmental matters and performs environmental audits for government
agencies and public and private concerns. Until its merger with another
firm, Mr. Carlson formerly was vice president and corporate secretary of
Union Sugar Company, a $100 million unit of Sara Lee Corporation. He was
involved in representing industrial end users of energy through the California
Manufacturers Association as the former chairman of the CMA steering
committee of the standing energy and environmental committees. Mr.
Carlson was also the energy and environmental representative with Sara Lee
energy advisory group and monitored related matters before the California
Public Utilities Commission and Energy Commission as well as serving as the
legislative representative in Sacramento, California and Washington, D.C.
Mr. Carlson attended the University of Colorado at Boulder and the
University of Denver.
Loren J. Miller, CPA - 51
CPA, Controller 1992
15,300 shares .2%
Petro America, Inc.
Long Beach, California
Mr. Miller has served in a treasury and chief financial officer capacity as
vice president successively of Hershey Oil Corporation, Mock Resources, Inc.
and McMullen Oil Company, Inc. Prior to that he was vice president and
general manager of Tosco Production Finance Corporation and formerly a
senior auditor with Touche Ross & Co. He is experienced in exploration,
production, product trading, refining and distribution as well as corporate
finance. He holds a B.S. in accounting and an M.B.A. in finance from the
University of Southern California.
Earl H. Beistline, LLD. - 79
Mining Consultant 1992
8,000 shares .1%
Fairbanks, Alaska
Dr. Beistline is chairman of the Alaska State Minerals Commission and Dean
Emeritus of the School of Mineral Industry of the University of Alaska. Born
in Juneau, he has achieved a special position in Alaska during its transition
from territorial status into statehood. He has numerous honors from local,
state and federal governments, academia, professional and civic organizations
and the mineral industry. An active miner in the Central-Circle Mining
District, Dr. Beistline also serves as a director of one of the state's primary
companies, Usibelli Coal Mines, Inc. He holds a Bachelor of Mining
Engineering, Engineer of Mines and Honorary Doctor of Law degree from
the University of Alaska.
(1) Mr. Blystone votes 48,455 shares owned by Bandera Land Co., Inc.,
in which he owns a minority interest.
Background Preceding Proxy Solicitation
As a shareholder of this Company, you know that management
communicates with you frequently through activity update letters and other
reports, including personal letters and telephone discussions responding to
individual shareholders. All of you have been advised over the years of the
extreme conditions in the oil and gas industry which have prevailed over the
last 15 years. Because of steadfast effort, the Company has been able to
grow in spite of these conditions. By any measure, Tri-Valley has out
performed the vast majority of its peers over the last 15 years and its present
Chapter 11 status is simply a means of reorganizing and recapitalizing the
Company for greater growth opportunity. The sudden price reversals in the
business which collapsed many firms did not have that affect on Tri-Valley,
which has been able to deal with the drastic turn of events and severe
business reversals. The Company filed for protection under Chapter 11 of
the United States Bankruptcy Act because it had millions of dollars in
stockholder equity built up in the toughest times of the industry that were
being threatened. The Company has ample value to more than pay its
obligations, but needed freedom from interference and more time to satisfy
its obligations while preserving the maximum shareholder equity.
Using inside information in a manner adverse to the Company, the
Ainsworth Committee has tried to foment and attract dissent in an attempt
to take over the Company and its valuable properties for a minuscule
investment on their part. The Ainsworth Committee previously conducted
a solicitation that the Company believes violated federal and state securities
laws and then, like now, freely used false and misleading statements in the
effort to garner a majority of shares. That effort failed and, once the
shareholders understood what was happening, a large number of them
changed their support in favor of present management.
The Ainsworth Committee and its nominees have not demonstrated
they have anything to offer except to take over control. Then what? They
have no answers. They propose to "retain experts and analysts". In
contrast, Tri-Valley has grown, and yes, prospered through the dedicated
efforts of the current Directors in the very toughest of times. The current
Directors, who own more stock than the Ainsworth Committee and nominees,
have always pursued value for the shareholders and guarded against dilution.
We respectfully ask for your proxy to enable us to complete projects of
exceptional potential and reorganize the Company for greater growth.
Summary of Business Problems Prior to
Chapter 11
Without access to conventional capital, Tri-Valley has had to compete
and grow in the toughest times of the industry with the barest of capital and
personnel resources. As an indicator of its success, Tri-Valley has been able
to compound its assets and net worth. Its debt has not ballooned, but its net
worth has. However, the terms of its debt were so tight that a combination
of declining production and prices plunging briefly to 20-year lows squeezed
the Company drastically. Still, the Company has managed to not only hang
on, but advance its projects. It was not the debt so much as it was
interference in the process of settling it that caused the Company to file for
Chapter 11 protection.
Reasons For Proxy Solicitation
The Directors have confronted and coped with the toughest times in
the industry and the unusual circumstances imposed on Tri-Valley. It is not
easy to give exceptional service to the vast majority of shareholders, while
taking time to listen to an extremely small group of disgruntled former
employees and dissidents, malign dedicated efforts of current management
and seek only to promote their self interests. Nevertheless, we will
necessarily take time and money in the midst of our reorganization to ask
shareholders for their permission and support in completing the tasks and
obtaining the benefits. Tri-Valley Directors believe they have been
particularly attentive to shareholder interest and have communicated
frequently and in depth with the shareholders even though shareholder
meetings were not held.
The Ainsworth Committee and its nominees have no plan and
demonstrate absolutely no understanding of the Company's circumstances
and opportunities. They only want to take over and then figure out what to
do.
Please vote with present management by signing, dating and mailing
promptly the enclosed Proxy (PRINTED ON GOLD PAPER) in the postage
paid envelope provided.
OTHER ACTIONS AT THE STOCKHOLDER'S MEETING
At the stockholder's meeting, stockholders may be asked to take other
actions incident to the meeting not yet known. The grant of the enclosed
Proxy to present management as in previous years will authorize present
management to vote on such matters as they arise and to vote for any
nominee of present management whose nomination results from the inability
of any member of the slate of present management to serve on the
Company's Board of Directors.
VOTING RIGHTS AND USE OF THE PROXY CARD
You can vote on the election of Directors to the Company's Board by
using the enclosed GOLD PROXY CARD. The Company will keep all
Proxies it receives confidential until the deadline for their submission absent
a court order requiring disclosure.
The Proxy solicited by present management grants authority to the
Proxies to vote your shares at the next annual meeting of stockholders or the
next special meeting of stockholders at which an election of directors is held,
together with any adjournments thereof.
If you sign and return the enclosed GOLD PROXY CARD and do not
instruct present management how to vote, present management will vote for
its slate to the Company's Board of Directors. If any other business should
come before the meeting other than an election of directors, the proxy
holders will vote your shares in their best judgement.
Only the stockholders of record as of the date established by the
Company's Board are entitled to vote. The Company's Board of Directors
has established June 30, 1996 as the record date for shareholders entitled to
vote at this shareholder meeting. A quorum of stockholders represented in
person or by proxy of a majority of common stock of the Company will be
required for the conduct of the stockholder's meeting. A vote of the majority
of holders of the Company common stock represented at the stockholder's
meeting will be required to re-elect the slate of present management as the
Company's Board.
SOLICITATION OF PROXIES
The persons designated on the GOLD PROXY CARDS of present
management are F. Lynn Blystone, President, Chief Executive Officer and
Loren J. Miller, both Directors of the Company. The Company expects to
solicit proxies by mail, telephone, facsimile, telegram or personal solicitation
or other means of communication, for which costs and expenses will be borne
by the Company. Banks, brokerage houses and other custodians and
nominees and fiduciaries will be requested to forward the solicitation material
of the Company to their customers for whom they hold shares and the
Company will reimburse them for their reasonable out of pocket expenses.
ADDITIONAL INFORMATION
Information in this Proxy Statement about the Company, the
Ainsworth Committee and group and the Official Committee of Equity
Security Holders is based upon information contained in the various filings
of the Company and the Ainsworth Committee with the Securities and
Exchange Commission and the U.S. Bankruptcy Court, internal records and
knowledge of the Company. Accordingly, reference is herein made to such
filings for information concerning the incumbent Directors of the Company,
members of the Ainsworth Committee, the OCESH and others and beneficial
ownership of the Company's shares of common stock, compensation and
other benefits afforded directors and certain members of management of the
Company.
PLEASE SIGN, DATE AND RETURN THE ENCLOSED GOLD
PROXY CARD IN THE ENVELOPE PROVIDED.
IF YOUR SHARES OF THE COMPANY'S COMMON STOCK ARE
HELD IN THE NAME OF A BROKERAGE FIRM, BANK OR NOMINEE,
ONLY THEY CAN EXECUTE THE PROXY AND ONLY ON RECEIPT OF
YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, PLEASE
CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND
GIVE INSTRUCTIONS FOR SUCH SHARES IMMEDIATELY.
YOU MAY HOLD YOUR TRI-VALLEY CORPORATION STOCK
IN THE NAME OF A PREDECESSOR COMPANY WITH ONE OF THE
FOLLOWING NAMES:
SALINAS VALLEY EXPLORATION COMPANY
TRI-VALLEY OIL & GAS CO.
COMMODITY RESOURCES INCORPORATED
TRI-VALLEY OIL & GAS CORPORATION
TRI-VALLEY CORPORATION
IF YOU HAVE ANY QUESTIONS OR REQUIRE ASSISTANCE
PLEASE CALL TRI-VALLEY CORPORATION PRESIDENT AND CEO,
F. LYNN BLYSTONE AT 805/837-9300.
Principal Stockholders of the Company
8,027,248 Shares Issued and Outstanding*
<TABLE>
<C>Name of
Beneficial Owner<PAGE>
<C>Shares
Beneficially
Owned<PAGE>
<C>Percentage
of
Common Stock<PAGE>
Edgar Moss (1) 572,857 7.14% F.
Lynn Blystone (2)<PAGE>
375,064 4.70%<PAGE>
Earl H. Beistline (2)<PAGE>
8,000 .10%<PAGE>
Milton J. Carlson (2)<PAGE>
49,000 .61%<PAGE>
Dennis P. Lockhart (2)<PAGE>
41,091 .51%<PAGE>
Loren Miller (2)<PAGE>
15,300 .20%<PAGE>
Terrance L. Stringer (2)<PAGE>
52,045 .65% All officers and
directors as a group (six
persons)<PAGE>
540,500 6.73%</TABLE>
(1) Based upon information set forth in the Schedule 13D filed by Mr.
Moss with the SEC.
(2) Mr. Blystone is President and Chief Executive Officer of the
Company. Messrs. Beistline, Carlson, Lockhart, Miller and Stringer
are members of the Board of Directors of the Company.
* - On June 7, 1996, TsNIGRI converted its 300,000 preferred shares into
common stock in support of present management.
- On June 19, 1996, SRS BroadWay Associates exercised their options
on 390,000 shares of common stock in support of present
management.
