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Proxy Statement
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Pursuant to Section 14(a)
of the Securities Exchange
Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240-14a-11(c) or 240.14a-12.
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CREDO PETROLEUM CORPORATION
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(Name of Registrant as Specified in Its Charter)
Not Applicable
(Names of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange
Act Rule 0-11*:
(4) Proposed maximum aggregate value of transaction:
* Set forth the amount on which the filing fee is
calculated and state how it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------
(2) Form, Schedule or Registration Statement No.
--------
(3) Filing Party:
---------------------------------------
(4) Date Filed:
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CREDO PETROLEUM CORPORATION
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held March 26, 1996
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You are invited to attend or to be represented by proxy at the Annual
Meeting of Stockholders of CREDO Petroleum Corporation, a Colorado corporation,
to be held at the Norwest Bank Denver Forum Room Seventeenth and Broadway,
Denver, Colorado, on March 26, 1996 at 2:30 p.m., MST, for the purposes set
forth below.
1. To elect two Class III directors to serve until the 1999 Annual
Meeting of Stockholders.
2. To ratify the appointment of independent auditors for the
fiscal year 1996.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Stockholders of record at the close of business on February 1, 1996 are
entitled to vote at the meeting. You are cordially invited to attend the
meeting in person.
Whether or not you plan to attend the meeting, it is important that you
return your signed proxy. Your vote is important regardless of the number of
shares you own.
BY ORDER OF THE BOARD OF DIRECTORS
William F. Skewes
Secretary and General Counsel
February 1, 1996
Denver, Colorado
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PLEASE FILL IN, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY SO
THAT YOUR VOTE CAN BE RECORDED WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
You May Revoke Your Proxy And Vote In Person If You Attend The Meeting.
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<PAGE>
CREDO PETROLEUM CORPORATION
1801 Broadway, Suite 900
Denver, Colorado 80202
----------------------
PROXY STATEMENT
----------------------
ANNUAL MEETING OF STOCKHOLDERS, MARCH 26, 1996
Your proxy in the enclosed form is solicited by the Board of Directors of
CREDO Petroleum Corporation for use at the Annual Meeting of Stockholders to be
held on Thursday, March 26, 1996 at 2:30 p.m., MST, at the Norwest Bank Denver
Forum Room Seventeenth and Broadway, Denver, Colorado, and any adjournment
thereof. This proxy material was mailed to stockholders on or about
February 5, 1996.
Only stockholders of record at the close of business on February 1, 1996
will be entitled to vote at the meeting. On that date, there were 3,120,187
shares of common stock outstanding and entitled to vote, excluding 546,370
shares held in the Company's treasury.
All shares represented by properly executed, unrevoked proxies timely
received in proper form will be voted in accordance with the directions
specified thereon. Any such proxy on which no direction is specified will be
voted in favor of the election of the nominees named herein to the Board of
Directors and for ratification of the appointment of Hein + Associates as
independent auditors for the Company for fiscal 1996. In addition, all
proxies will be voted in accordance with the judgement of the proxy holders
with respect to any other matter which may properly come before the meeting.
Any stockholder giving a proxy may revoke that proxy at any time before it is
voted at the meeting by executing a later dated proxy, by voting by ballot at
the meeting, or by filing with the Election Judge an instrument of revocation.
VOTING SHARES AND PRINCIPAL STOCKHOLDERS
The $.10 par value common stock of the Company is the only class of
capital stock outstanding. Each outstanding share of common stock is entitled
to one vote with respect to each matter to be voted on by the stockholders,
which vote may be given in person or by proxy duly authorized in writing.
Cumulative voting is not permitted. A majority of the shares of outstanding
common stock will constitute a quorum for transaction of business at the
meeting. The affirmative vote of the majority of the total number of shares
represented and voted at the meeting, assuming a quorum is present, is
necessary for the approval of each of the matters being voted upon. Shares
that either abstain from voting on the proposals presented as to a nominee for
director or which lack authority to vote will have the same effect in the
tabulation of votes as shares voted against the proposal or nominee.
The only person known to own of record or beneficially more than 5% of the
Company's common stock as of February 1, 1996 is set forth below.
Amount and Nature of Percent
Name and Address Beneficial Ownership of Class
---------------- -------------------- --------
James T. Huffman
2100 Green Oaks Drive
Littleton, Colorado 80121 368,087(1) 11.8%
-----------------
(1) Includes 125,230 shares owned by members of Mr. Huffman's
family and 10,000 shares issuable upon exercise of stock
options which are presently exercisable pursuant to the
Company's incentive stock option plan.
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DIRECTORS AND OFFICERS
Election of Directors (Item 1 on Proxy Card)
The Articles of Incorporation, as amended, classify members of the Board
of Directors into three classes having staggered terms of three years each.
The Board of Directors consists of six directors. The directors to be elected
to the Board in Class III at the 1996 Annual Meeting of Stockholders will
serve until the 1999 Annual Meeting and until their successors are duly
elected and qualified. Class II and Class I directors will continue to serve
until the 1997 and 1998 Annual Meetings of Stockholders, respectively, and
until their successors are duly elected and qualified.
The two Class III nominees named below are presently members of the Board
of Directors. Unless your proxy contains contrary instructions, it will be
voted for the nominees. Should any nominee become unable to serve, which is
not anticipated, the proxies will vote for such substitute nominees as
recommended by the Board of Directors. Any vacancy occurring in a class
following the election of that class may be filled by the Board of Directors.
A director selected to fill a vacancy in a class will hold office for a term
expiring at the annual meeting at which the term of that class expires and
until a successor is duly elected and qualified.
The following table sets forth certain information with respect to each
nominee and each director whose term of office will continue after the meeting.
Information Concerning Director Nominees and Continuing Directors
Shares of Common
Stock Owned
Name, Age, Position Beneficially
With Company Business Experience and Directorships and Percent
and Term as Director in Other Public or Investment Companies of Class (1)
- -------------------- --------------------------------------- ---------------
CLASS III - NOMINEES FOR ELECTION AT THE 1996 ANNUAL MEETING
WHOSE TERMS WILL EXPIRE AT THE 1999 ANNUAL MEETING
William N. Beach Independent oil operator and President 52,000 (1.7%)(2)
Age: 71; Director of Beach Exploration, Inc. since 1975
since 1980
Richard B. Stevens Independent businessman and oil 115,687 (3.7%)(2)
Age: 66; Director operator since 1987; President
since 1987 SECO Energy Corporation from
1981 to 1987
<PAGE>
Shares of Common
Stock Owned
Name, Age, Position Beneficially
With Company Business Experience and Directorships and Percent
and Term as Director in Other Public or Investment Companies of Class (1)
- -------------------- --------------------------------------- --------------
CLASS II - DIRECTORS WHOSE TERMS WILL EXPIRE AT THE
1997 ANNUAL MEETING
James T. Huffman Chairman and President since 1981 368,407 (11.8%)(3)
Age: 48; Chairman of
the Board, President;
Director since
1978
William Howell Independent petroleum engineer and 10,000 (.3%)(2)
Age: 61; Director businessman since 1986; Vice
since 1987 President and Manager of Denver
office of Keplinger & Associates, Inc.
from 1981 to 1986
CLASS I - DIRECTORS WHOSE TERMS WILL EXPIRE AT THE
1998 ANNUAL MEETING
Otto P. Butterly Independent businessman since 1978; 15,500 (.5%)(2)
Age: 78; Director previously a Price Waterhouse
since 1983 partner
William F. Skewes Attorney in private practice since 19,930 (.6%)(2)
Age: 51; Corporate 1988; previously a partner in the
Secretary and General Denver law firm of Kelly, Stansfield
Counsel; Director & O'Donnell from 1977 to 1988
since 1980
All Directors and Officers as a Group (six persons) 581,524 (18.6%)
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(1) Owned of record and beneficially unless otherwise indicated.
(2) Includes 10,000 shares which are issuable upon exercise of options which
are presently exercisable pursuant to the Company's non-qualified stock
option plan.
(3) Includes 125,230 shares owned by members of Mr. Huffman's family, and
10,000 shares issuable upon exercise of options which are presently
exercisable pursuant to the Company's incentive stock option plan.
Information Concerning Meetings of the
Board of Directors and Board Committees
The Board of Directors met four times during fiscal 1995. All directors
were present at each meeting. The Company has no audit, nominating or
compensation committees. Such matters are considered by the Executive
Committee of the Board of Directors (Messrs. Butterly, Huffman and Skewes)
and/or the Board of Directors.
Compensation of and Agreements With Directors
Non-employee directors, except Mr. Butterly, receive $1,000 for each
meeting of the Board of Directors attended and may be paid $100 per hour for
consulting services provided at the request of the majority of the Board of
Directors. Mr. Butterly receives compensation for consulting services,
including time expended in his capacity as a director, at the rate of $100 per
hour with a guaranteed minimum annual compensation of $10,000 which includes
board meeting attendance.
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Information Concerning Other Executive Officers and Significant Employees
In addition to the directors, executive officers and control person listed
above, the following persons are executive officers or significant employees as
defined by Securities and Exchange Commission regulations.
Name Position Age Work Experience
---- -------- --- ---------------
B. J. Vice 49 Prior to joining the company, Vice
Sullivan President- President of Triad Property Management,
Finance Inc. from 1990 to 1993; Prior to 1990,
since Vice President Finance of Homefree Village
June 1993 Resorts, Inc., Controller of Auto-Trol
Technology, Inc., and Senior Manager with
Price Waterhouse. Certified Public
Accountant.
Kenneth Manager- 46 Prior to joining the company, Senior
J. DeFehr Petroleum Reservoir Engineer for Axem Resources,
Engineering Inc. From 1982 to 1990. Registered
since Professional Engineer.
October 1990
Executive Compensation
The following table shows, for the fiscal year ended October 31, 1995, the
compensation paid or accrued by the Company for services in all capacities to
the chief executive officer of the Company. No other executive officer had
salary and bonus in excess of $100,000.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term Compensation
----------------------------
Annual Compensation Awards Payouts
----------------------------- -------------------- ------- All
Other Restricted Other
Name and Principal Annual Stock Options/ LTIP Compen-
Position Year Salary Bonus Compensation Award(s) SARs Payouts sation
- ------------------ ---- -------- ---- ------------ -------- -------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James T. Huffman, 1995 $120,000 - - - - - $5,360(1)
Chief Executive
Officer
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</TABLE>
(1) Of this amount, $3,050 represents life insurance premiums and $2,310
represents Mr. Huffman's share of employer matching contributions to the
Company's 401(K) Retirement Plan which is available to all employees on a
non-discriminatory basis.
There were no stock options or stock appreciation rights ("SARs") granted
during the fiscal year. Aggregate stock option and SAR exercises in the fiscal
year and the year-end values thereof are set forth in the following table.
Aggregated Option/SAR Exercises In Last
Fiscal Year And Fiscal Year End Option/SAR Values
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
Number of at FY-End at FY-End
Shares Acquired Value (Exercisable/ (Exercisable/
Name on Exercise Realized Unexercisable) Unexercisable)
- --------- --------------- -------- -------------- --------------
James T. Huffman,
Chief Executive
Officer - - 10,000/- -/-(1)
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(1) The options were not in-the-money at fiscal year end.
<PAGE>
SELECTION OF INDEPENDENT AUDITORS
(Item 2 on Proxy Card)
The Board of Directors has appointed, subject to ratification by the
stockholders, Hein + Associates as the independent certified public accountants
of the Company for fiscal 1996. Representatives of Hein + Associates will be
available at the Annual Meeting to answer appropriate stockholder questions.
Hein + Associates was engaged by the Company in October 1994. Prior to
its engagement, Hein + Associates was not consulted by the Company on any
accounting matters. Prior to fiscal 1994, KPMG Peat Marwick was independent
certified public accountants for the Company. KPMG Peat Marwick was dismissed
during 1994. The change was recommended and approved by the full Board of
Directors. During the preceding two years, there were no disagreements with
KPMG Peat Marwick, and its reports on the Company's financial statements were
not qualified and contained no disclaimer or adverse opinion.
In the absence of contrary instructions by a stockholder, the shares
represented by the proxies will be voted FOR the ratification of the
appointment of Hein + Associates as the Company's independent accountants for
fiscal 1996.
The Board of Directors recommends a vote FOR this proposal and will be
governed by the decision of a majority of shares voting.
MANNER AND EXPENSES OF SOLICITATION
Solicitation of proxies will be by mail. The total expenses of such
solicitation will be borne by the Company and will include reimbursement of
brokerage firms and others for their expenses in forwarding solicitation
material regarding the meeting to beneficial owners. Solicitation of proxies
may be made by telephone or oral communication by regular employees of the
Company who will not be directly compensated. In addition, the Company may
employ a proxy solicitor. Costs of a proxy solicitor, if any, will be paid by
the Company and will not exceed $30,000.
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Any proposal which a stockholder intends to present for consideration and
action at the next annual meeting of stockholders must be received in writing
by the Company no later than October 3, 1996 and must conform to applicable
Securities and Exchange Commission rules and regulations.
OTHER MATTERS
The Company knows of no other matters to be brought before the Annual
Meeting. However, if other matters come to their attention before the meeting,
it is the intention of the persons named in the proxy to vote such proxy in
accordance with their judgement on such matters.
A copy of the Company's Annual Report for the fiscal year ended
October 31, 1995, which includes financial statements, is enclosed for your
information. The Annual Report is not a part of the proxy solicitation
material.
<PAGE>
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PROXY CREDO PETROLEUM CORPORATION PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
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The undersigned stockholder of CREDO Petroleum Corporation
(the "Company") acknowledges receipt of the Notice of Annual Meeting of the
Stockholders, to be held March 26, 1996, at 2:30 p.m., MST, in the Norwest
Bank Denver, Forum Room, Seventeenth and Broadway, Denver, Colorado, and
hereby appoints James T. Huffman and William F. Skewes, and each of them,
with the power of substitution, as Proxies to vote all the shares of the
undersigned at said Annual Meeting of Stockholders and at all adjournments
thereof, hereby ratifying and confirming all that said Proxies may do or
cause to be done by virtue thereof. The above named Proxies are instructed
to vote all of the undersigned's shares as follows:
1. Election of Directors: ___ FOR all Class III nominees (except as
marked to the contrary below)
___ WITHHOLD AUTHORITY to vote for all Class
III nominees listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST)
Class III - William N. Beach Richard B. Stevens
2. Proposal to ratify appointment of Hein + Associates as the independent
auditors of the Company for fiscal 1996:
___ FOR ___ AGAINST ___ ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE
VOTED AS DIRECTED HEREIN BY THE UNDERSIGNED
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1 and 2.
Dated this _____ day of ______________, 1996.
_____________________________________________
Signature
____________________________________________
Signature
Please sign your name exactly as it appears
on your stock certificate. If shares are
held jointly, each holder should sign.
Executors, trustees and other fiduciaries
should so indicate when signing.
