<PAGE>
Proxy Statement
Pursuant to Section 14(a)
of the Securities Exchange
Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Confidential, for Use of Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240-14a-11(c) or 240.14a-12.
CREDO PETROLEUM CORPORATION
(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] 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:
(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 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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: -----------------------------
(2) Form, Schedule or Registration Statement: -----------
(3) Filing Party: ---------------------------------------
(4) Date Filed: -----------------------------------------
<PAGE>
CREDO PETROLEUM CORPORATION
- ------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held March 19, 1997
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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 19, 1997 at 2:30 p.m., MST, for the
purposes set forth below.
1. To elect two Class II directors to serve until the year 2000
Annual Meeting of Stockholders.
2. To ratify the appointment of independent auditors for the
fiscal year 1997.
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 3, 1997 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 3, 1997
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.
- ------------------------------------------------------------------------------
<PAGE>
CREDO PETROLEUM CORPORATION
1801 Broadway, Suite 900
Denver, Colorado 80202
-----------------------
PROXY STATEMENT
-----------------------
ANNUAL MEETING OF STOCKHOLDERS, MARCH 19, 1997
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 19, 1997 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 7, 1997.
Only stockholders of record at the close of business on February 3, 1997
will be entitled to vote at the meeting. On that date, there were 3,065,137
shares of common stock outstanding and entitled to vote, excluding 601,420
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 1997. 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 no effect in the tabulation
of votes although both will be counted toward the presence of a quorum.
The only persons known to own of record or beneficially more than 5% of
the Company's common stock as of February 3, 1997 are set forth below.
<TABLE>
<CAPTION>
Amount and Nature of Percent
Name and Address Beneficial Ownership of Class
---------------- -------------------- --------
<S> <C> <C>
James T. Huffman
2100 Green Oaks Drive
Littleton, Colorado 80121 362,457(1) 11.1%
R. K. O'Connell
Box 2003
Casper, Wyoming 82602 169,419(2) 5.5%
----------------
(1) Includes 129,280 shares owned by members of Mr.Huffman's family.
(2) Includes 12,817 shares owned by Mr. O'Connell's wife and by a
corporation for which he serves as an officer.
</TABLE>
<PAGE>
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 II at the 1997 Annual Meeting of Stockholders will serve
until the 2000 Annual Meeting and until their successors are duly elected and
qualified. Class I and Class III directors will continue to serve until the
1998 and 1999 Annual Meetings of Stockholders, respectively, and until their
successors are duly elected and qualified.
The two Class II 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
<TABLE>
<CAPTION>
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 - NOMINEES FOR ELECTION AT THE 1997 ANNUAL MEETING
WHOSE TERMS WILL EXPIRE AT THE 2000 ANNUAL MEETING
<S> <C> <C>
James T. Huffman Chairman and President since 1981 362,457 (11.1%)(2)
Age: 49; Chairman of
the Board, President;
Director since
1978
William Howell Independent petroleum engineer and - (-%)
Age: 62; 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; 5,500 (.2%)
Age: 79; Director previously a Price Waterhouse
since 1983 partner
William F. Skewes Attorney in private practice since 9,930 (.3%)
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
CLASS III - DIRECTORS WHOSE TERMS WILL EXPIRE AT THE
1999 ANNUAL MEETING
William N. Beach Independent oil operator and President 40,000 (1.3%)
Age: 72; Director of Beach Exploration, Inc. since 1975
since 1980
Richard B. Stevens Independent businessman and oil 105,687 (3.4%)
Age: 67; Director operator since 1987; President
since 1987 SECO Energy Corporation from
1981 to 1987
All Directors and Officers as a Group (six persons) 523,574 (17.1%)
- ---------------
(1) Owned of record and beneficially unless otherwise indicated.
(2) Includes 129,280 shares owned by members of Mr. Huffman's family.
</TABLE>
INFORMATION CONCERNING MEETINGS OF THE
BOARD OF DIRECTORS AND BOARD COMMITTEES
The Board of Directors met four times during fiscal 1996. All directors
were present for not less than 75% of the meetings. 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.
<PAGE>
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.
<TABLE>
<CAPTION>
Name Position Age Work Experience
---- -------- --- ---------------
<S> <C> <C> <C>
B. J. Vice 50 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- 47 Prior to joining the Comapny, Senior
J. DeFehr Petroleum Reservoir Engineer for Axem Resources,
Engineering Inc. from 1982 to 1990. Previous
since reservoir engineer for Phillips Petroleum
October 1990 Company. Registered Professional
</TABLE>
EXECUTIVE COMPENSATION
The following table shows, for the fiscal year ended October 31, 1996,
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.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term 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, 1996 $102,000 - - - - - $5,676(1)
Chief Executive
Officer
__________________
- ------------------
(1) Of this amount, $3,305 represents life insurance premiums and $2,371
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.
</TABLE>
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.
<PAGE>
<TABLE>
<CAPTION>
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)
- ------------- --------------- -------- -------------- --------------
<S> <C> <C> <C> <C>
James T. Huffman,
Chief Executive
Officer - - - -/-
</TABLE>
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 1997. Representatives of Hein +
Associates will be present at the Annual Meeting to make any statement they so
desire and to answer appropriate stockholder questions.
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 1997.
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 9, 1997 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, 1996, which includes financial statements, is enclosed for your
information. The Annual Report is not a part of the proxy solicitation
material.
<PAGE>
PROXY CREDO PETROLEUM CORPORATION PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder of CREDO Petroleum Corporation (the
"Company") acknowledges receipt of the Notice of Annual Meeting of the
Stockholders to be held March 19, 1997, 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 II nominees (except as
--- marked to the contrary below)
WITHHOLD AUTHORITY to vote for all
--- Class II 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 II - James T. Huffman William Howell
2. Proposal to ratify appointment of Hein + Associates as the independent
auditors of the Company for fiscal 1997:
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 , 1997.
----- ---------------
-----------------------------------
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.
