<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
[ ] Confidential, for Use of Commission Only (as permitted by
Rule 4a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240-14a-11(c)
or Sec. 240.14a-12.
CREDO PETROLEUM CORPORATION
(Name of Registrant as Specified in Its Charter)
Not Applicable
(Names of Person(s) Filing Proxy Statement)
<PAGE>
CREDO PETROLEUM CORPORATION
- ----------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held March 19, 1998
- ----------------------------------------------------------------
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, 1998 at 2:30 p.m., MST, for the purposes
set forth below.
1. To elect two Class I directors to serve until the year
2001 Annual Meeting of Stockholders.
2. To ratify the appointment of independent auditors for
the fiscal year 1998.
3. To approve the 1997 CREDO Petroleum Corporation Stock
Option Plan.
4. 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
2, 1998 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 2, 1998
Denver, Colorado
- ----------------------------------------------------------------
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, 1998
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, 1998 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 9, 1998.
Only stockholders of record at the close of business on
February 2, 1998 will be entitled to vote at the meeting. On
that date, there were 3,042,447 shares of common stock
outstanding and entitled to vote, excluding 624,110 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 1998 and in favor
of approval of the 1997 CREDO Petroleum Corporation Stock Option
Plan. 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.
<PAGE>
The only persons known to own of record or beneficially more
than 5% of the company's common stock as of February 2, 1998 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 395,457 (1) 13.0%
R. K. O'Connell
Box 2003
Casper, Wyoming 82602 169,419 (2) 5.7%
- ---------------
(1) Includes 129,280 shares owned by members of Mr. Huffman's
family and 33,000 shares subject to currently exercisable
stock options.
(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
I at the 1998 Annual Meeting of Stockholders will serve until the
2001 Annual Meeting and until their successors are duly elected
and qualified. Class III and Class II directors will continue to
serve until the 1999 and 2000 Annual Meetings of Stockholders,
respectively, and until their successors are duly elected and
qualified.
The two Class I 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
Business Experience Stock Owned
Name, Age, Position and Directorships Beneficially
With Company in Other Public or and Percent
and Term as Director Investment Companies of Class (1)
- -------------------- -------------------- ----------------
<S> <C> <C> <C>
CLASS I - NOMINEES FOR ELECTION AT THE 1998 ANNUAL MEETING
WHOSE TERMS WILL EXPIRE AT THE 2001 ANNUAL MEETING
Otto P. Butterly Independent businessman
Age: 80; since 1978; 15,550 (.5%) (3)
Director previously a Price
since 1983 Waterhouse
partner
William F. Skewes Attorney in private 19,930 (.7%) (3)
Age: 52; practice since 1988;
Corporate previously a partner
Secretary and in the Denver law firm
General Counsel; of Kelly, Stansfield &
Director O'Donnell from 1977
since 1980 to 1988
CLASS III - DIRECTORS WHOSE TERMS WILL EXPIRE AT THE
1999 ANNUAL MEETING
William N. Beach Independent oil 50,000 (1.6%) (3)
Age: 73; operator and President
Director of Beach Exploration,
since 1980 Inc. since 1975
Richard B. Stevens Independent businessman
Age: 68; and oil operator 115,687 (3.8%) (3)
Director since 1987;
since 1987 President SECO Energy
Corporation from
1981 to 1987
CLASS II - DIRECTORS WHOSE TERMS WILL EXPIRE AT THE
2000 ANNUAL MEETING
James T. Huffman Chairman and President 395,457 (13.0%) (2)
Age: 50; since 1981
Chairman of the
Board, President;
Director since 1978
William Howell Independent petroleum
Age: 63; engineer and 10,000 (.3%) (3)
Director businessman since 1986;
since 1987 Vice President and
Manager of Denver
office of Keplinger &
Associates, Inc.
from 1981 to 1986
All Directors and Officers as a Group
(six persons) 606,624 (19.9%)
- ---------------
(1) Owned of record and beneficially unless otherwise indicated.
(2) Includes 129,280 shares owned by members of Mr. Huffman's
family and 33,000 shares subject to currently exercisable
stock options.
(3) Includes 10,000 shares subject to currently exercisable
options.
</TABLE>
<PAGE>
Information Concerning Meetings of the
Board of Directors and Board Committees
The Board of Directors met four times during fiscal 1997.
All directors were present for not less than 75% of the meetings.
Effective in October 1997, the Board established an Audit
Committee (consisting of Messrs. Butterly, Huffman, and Skewes)
to recommend the engagement of independent accountants and to
monitor their work and findings including the scope of their
work, their independence from the company and its management, and
the results of their work. The Audit Committee will meet with
the independent accountants at least once each year. Prior to
October 1997, the above procedures were conducted by the Board of
Directors. The Board also has an Executive Committee consisting
of Messrs. Butterly, Huffman and Skewes. The Executive Committee
met two times during fiscal 1997. There are no compensation or
nominating committees. Such matters are considered by the
Executive Committee or the Board of Directors.
Compensation of and Agreements With Non-Employee 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 committee meeting attendance or 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 and committee
meeting attendance.
Each non-employee director has been granted a stock option
to purchase 30,000 shares of the company's common stock at the
price on the date of grant ($1.94). The options vest in
one-third increments beginning on the date of grant and then on each
anniversary thereafter until fully vested and they expire on the
fifth anniversary of the date of grant.
<PAGE>
The company has entered into indemnification agreements with
each of its non-employee directors. Those agreements require the
company to indemnify such directors to the fullest extent
permitted by Colorado Law and to advance expenses in connection
with certain claims against the directors.
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 President 51 Prior to joining the company,
Sullivan - Finance Vice President of Triad Property
since June Management, Inc. from 1990 to
1993 1993; Prior to 1990, Vice
President Finance of Homefree
Village Resorts, Inc., Controller
of Auto-Trol Technology, Inc.,
and Senior Manager with Price
Waterhouse. Certified Public
Accountant.
Kenneth Manager- 48 Prior to joining the company,
J. DeFehr Petroleum Senior Reservoir Engineer for
Engineering Axem Resources, Inc. from 1982
since to 1990. Previously reservoir
October 1990 engineer for Phillips Petroleum
company. Registered Professional
Engineer.
</TABLE>
Executive Compensation
The following table shows, for the fiscal year ended October
31, 1997, 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
---------------- -------
Other Rest- Securities All
Name and Annual ricted Underlying Other
Principal Compen- Stock Options LTIP Compen-
Position Year Salary Bonus sation Award(s) (Shares) Payouts sation
- --------- ---- -------- ----- ------ -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James T.
Huffman, 1997 $108,000 - - - 100,000 - $9,614(1)
Chief 1996 $102,000 - - - - $5,676(1)
Executive 1995 $100,000 $20,000 - - - $5,360(1)
Officer
___________________
(1) Of this amount, approximately one-half represents life insurance
premiums and approximately one-half represents Mr. Huffman's share of
employer matching contributions to the company's 401(K) Retirement
Plan.
</TABLE>
<PAGE>
Option Grants in Last Fiscal Year
There was one grant of stock options to the named
executive officer in 1997. The following table provides
information regarding the option.
<TABLE>
<CAPTION>
Individual Grant
-----------------------------------
Percent of Potential Realizable
Total Value at Assumed
Number of Options Annual Rates of
Securities Granted to Exercise Stock Price
Underlying Employees or Base Appreciation for
Options in Fiscal Price Exp. Option Term
-------------------
Name Granted Year ($/SH) Date 5% 10%
- ---- --------- --------- -------- ----- -------- --------
<S> <C> <C> <C> <C> <C> <C>
James T.
Huffman 100,000 38% $1.94 7/29/03 $54,000 $118,000
</TABLE>
The following table provides information on the
exercisability of options held by the named executive officer and
the value of such officer's unexercised options at October 31,
1997. There were no option exercises during the period and the
company has not awarded any stock appreciation rights (SARs).
Aggregated Option/SAR Exercises In Last
Fiscal Year And Fiscal Year End Option/SAR Values
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Number of Options/SARs Options/SARs
Shares at FY-End at FY-End (1)
Acquired Value (Exercisable/ (Exercisable/
Name on Exercise Realized Unexercisable) Unexercisable)
- ---------- ------------- -------- -------------- --------------
<S> <C> <C> <C> <C>
James T.
Huffman, - - 33,333/66,667 $48,000/$96,000
___________________
(1) Based on the fair market value of the company's common stock
at the close of business on October 31, 1997 ($3.38 per
share) minus the exercise price of the option.
</TABLE>
Employee Plans and Agreements
The company has entered into indemnification agreements with
its officers similar to those entered into with non-employee
directors as discussed under Compensation Agreements with
Non-Employee Directors. Refer to Proposal to Approve the
Company's 1997 Stock Option Plan for a discussion of the
company's stock option plan.
The company's key employee retention plan provides certain
key employees incentive to remain in the employ of the company
during periods when the future of the company is uncertain due to
potential change of control of the company. A change in control
is generally defined as (i) approval of a merger or combination
resulting in the voting securities of the company immediately
prior to the event representing less than 51% of the resulting
voting securities, (ii) any transaction resulting in the sale,
disposition or liquidation (other than to a majority owned
subsidiary) of at least 50% of the company's assets, (iii) a
person or group becoming the beneficial owner of at least 30% of
the outstanding voting stock, or (iv) election of one-third of
the members of the Board proposed by any party or group
nominating directors in opposition to the directors nominated for
election by the company's then existing board.
<PAGE>
In general, upon occurrence of a change in control, a
participant becomes entitled to a payment equal to the
participant's base monthly salary multiplied by the number of
years that the participant has been employed by the company and
to continuation of benefits for a period of one month for each
year of employment. At its discretion, the Board may increase
the payment amount and benefit period. If a participant remains
employed by the new owners after a change in control at the same
compensation level, compensation due under the plan will be
reduced by the compensation paid to the participant by the new
owners. The Board of Directors granted Mr. Huffman participation
in the plan and determined that his award under the plan will be
based on his monthly salary and benefits multiplied by the
greater of his number of years of employment with the company or
a factor of 24.
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 1998.
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 1998. The Board of
Directors recommends a vote FOR this proposal and will be
governed by the decision of a majority of shares voting.
PROPOSAL TO APPROVE THE COMPANY'S
1997 STOCK OPTION PLAN
(Item 3 on Proxy Card)
The Board of Directors of the company has adopted the CREDO
Petroleum Corporation 1997 Stock Option Plan (the Plan) to
replace the company's 1987 Stock Option Plan which expired during
1997. The Board has directed that the Plan be submitted to the
shareholders for their approval to meet requirements of the
Internal Revenue Code so that options granted to employees under
the Plan will qualify as incentive stock options (ISO) for
federal income tax purposes. The Board of Directors unanimously
recommends a vote FOR the proposal to approve the Plan. Proxies
will be so voted unless shareholders specify otherwise in their
proxies. A majority of the shares properly represented and
entitled to vote at the Annual Meeting is required for adoption of
this proposal. Proxies marked ABSTAIN will be counted as a no
vote. Broker non-votes will be counted for purposes of
establishing a quorum, but will not be counted for purposes of
this proposal. If the Plan is not approved by the stockholders,
options granted under the Plan will not qualify as ISOs and will
become non-statutory stock options (NSO), but the Plan will
remain in effect to authorize future grants of NSOs. The full
Plan is available for review by any shareholder in the company's
offices.
The purpose of the Plan is to provide a performance based
incentive to key people and to create in key people a direct
interest in the future success of the company by relating a
portion of their compensation to increases in the price of the
company's stock. The intent is to more closely align such key
people with the interest of the company's shareholders in
appreciating stock value. The Plan is also intended to attract
key people and to retain and motivate the type of key people who
believe that their efforts will enhance the value of the
company's stock.
<PAGE>
Options may be awarded only to full time employees of the
company and to non-employee directors and consultants whose
judgment, initiative and efforts are, or are expected to be,
important to the successful conduct of the company's business.
Any of the employees of the company are eligible for a stock
option grant if selected by the Board of Directors to receive
such grant.
The maximum number of shares of company common stock which
may be issued under the Plan cannot exceed 15% of outstanding
common stock of the company. Initially 450,000 shares are
authorized for issuance under the Plan. The Plan cannot be
amended without shareholder approval if such approval is required
to enable the Plan to satisfy any applicable statutory or
regulatory requirement, or if the company, on advise of counsel
determines that shareholder approval is necessary or desirable.
No option may be granted under the Plan after the tenth
anniversary of the date the Plan is approved by the company's
shareholders, but options granted prior to such tenth anniversary
may extend beyond that date.
The Plan is administered by the Board of Directors which
shall determine the terms pursuant to which any option is granted
under the Plan. The Board generally expects that option exercise
prices will not be less than the fair market value of the
company's common stock on the date grant. Vesting provisions are
generally expected to cover two to four years depending on the
key person's length of service with the company at the time an
option is granted. The duration of an option is generally
expected to be five years. Both ISOs (as defined by Section 422
of the Internal Revenue Code) and NSOs may be granted under the
Plan.
If an option is terminated, surrendered or canceled without
being fully exercised, the unused shares of company stock covered
by the option will again be available for grant under the Plan.
Options granted can be amended by the Board under certain
circumstances including accelerating vesting, changing the number
of shares covered by the option or the option price, and altering
transferability restrictions. Options will be appropriately
adjusted for changes in the company's stock by reason of splits,
stock dividends, recapitalization, merger, consolidation or other
similar transactions. The option price of NSOs will be
proportionately reduced in the event the company pays any cash
dividends related to its common stock.
Options will generally not be transferable other than by
beneficiary designation, will, or pursuant to the laws of descent
and distribution. A non-statutory option may, with the consent
of the Board, be transferred to one or more members of the option
holder's family, or to a trust established for family members.
During the lifetime of the option holder, ISOs are not assignable
or transferable and can only be exercised by the Option Holder.
Unless otherwise specified by the Board, upon the occurrence
of a change in control of the company, options then outstanding
will be immediately vested and the company will take such actions
as are necessary to make all shares of its common stock subject
to options immediately salable and transferable including those
actions required by state and Federal securities laws. A change
in control is generally defined as (i) a person or group becomes
the beneficial owner of at least 30% of the outstanding voting
stock, (ii) approval of a merger, consolidation or combination
resulting in the voting securities of the company immediately
prior to the event representing less than 51% of the merged,
combined or consolidated company's voting securities, (iii) any
transaction resulting in the sale, disposition or liquidation
(other than to a majority owned subsidiary) of at least 50% of
the company's assets, or (iv) election of one-third of the
members of the Board proposed by any party or group nominating
directors in opposition to the directors nominated for election
by the company's then existing board.
<PAGE>
In lieu of issuing stock upon exercise of an option, upon
agreement between the company and the option holder, the company
may repurchase the option for an amount equal to the difference
between the option exercise price and the fair market value of
the company's common stock as of the date of any such agreement.
Stock option agreements approved by the Board generally contain a
provision granting the company a first right of refusal to
purchase shares of stock purchased by the option holder pursuant
to the exercise of an option on the same basis as any bona fide
offer which the option holder intents to accept.
Stock option agreements generally contain a provision
allowing the company to loan the option holder all or a portion
of the option exercise price. Any time a distribution is made
under the Plan, whether in cash or in shares of stock, the
company may withhold from such payment any amount necessary to
satisfy federal and state income tax withholding requirements
with respect to the distribution. Such withholding may be in
cash or in shares of stock.
All company deductions for options under the Plan are
limited by Section 162(m) of the Internal Revenue Code. The Plan
is intended to allow option grants that are exempt from
Section 162(m) either because they are performance based or
because they are stock options.
An optionee does not recognize income on the grant of an
ISO. Upon exercise of an ISO, the optionee will not realize any
income (except for alternative minimum tax purposes discussed
below), and the company will not be allowed any deduction. The
optionee's basis in the shares acquired upon exercise will be the
amount paid upon exercise. Provided the optionee holds the
shares acquired as a capital asset at the time of disposition of
the shares and does not dispose of the shares within two years
from the date of the grant of the option or within one year from
the date of exercise, his gain or loss, if any, recognized on
disposition will be capital gain or loss. The amount of his gain
or loss will be the difference between the amount realized on the
disposition of the shares and his basis in the shares.
If an optionee disposes of the shares before the holding
period required for capital gain or loss treatment, the optionee
will realize ordinary income equal to the excess, if any, of the
lesser of (i) the amount realized, or (ii) the fair market value
of the shares on the date of exercise, over the optionee's basis
in the shares. The company will be entitled to a deduction in an
amount equal to such income. The excess or shortfall of the
amount realized compared to the fair market value of the shares
on the date of exercise will be long-term or short-term capital
gain or loss depending upon the holding period of the shares.
The exercise of an ISO may result in tax liability under the
alternative minimum tax (AMT). The AMT provides for additional
tax equal to the excess, if any, of (i) 26%/28% of AMT income in
excess of an exemption amount, over (ii) regular tax for the
taxable year. AMT income includes the excess, if any, of the
fair market value of the shares acquired under an ISO at the time
of the exercise (or up to six months later in certain
circumstances) over the exercise price for the optioned shares.
<PAGE>
An optionee does not recognize income at the time of the
grant of a NSO. The optionee recognizes ordinary income upon the
exercise (or up to six months later in certain circumstances) of
an NSO in an amount equal to the excess, if any, of the fair
market value of the stock on the date of exercise (or up to six
months later in certain circumstances) of the option over the
amount of cash paid for the stock. As a result of the optionee's
exercise of an NSO, the company will be entitled to deduct as
compensation an amount equal to the amount included in the
optionee's gross income. The company's deduction will be taken
in the company's taxable year in which the option is exercised.
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 $50,000.
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, 1998 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, 1997, 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, 1998, 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 I nominees
(except as marked to
the contrary below)
___ WITHHOLD AUTHORITY to vote
for all Class I
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 I - William N. Beach Richard B. Stevens
2. Proposal to approve the 1997 CREDO Petroleum
Corporation Stock Option Plan.
___ FOR ___ AGAINST ___ ABSTAIN
3. Proposal to ratify appointment of Hein + Associates as
the independent auditors of the company for
fiscal 1997:
___ FOR ___ AGAINST ___ ABSTAIN
4. 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, 2 AND 3.
Dated this _____ day of _______________, 1998.
_____________________________________________
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.
