<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 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240-14a-11(c)
or 240.14a-12.
<PAGE>
CREDO PETROLEUM CORPORATION
(Name of Registrant as Specified in Its Charter)
Not Applicable
(Names of Person(s) Filing Proxy Statement)
CREDO PETROLEUM CORPORATION
_________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held March 16, 2000
_________________________________________________________________
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 16, 2000 at 2:30 p.m., MST, for the purposes
set forth below.
1. To elect one Class II director to serve until the
year 2003 Annual Meeting of Stockholders.
2. To ratify the appointment of independent auditors for
the fiscal year 2000.
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, 2000 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, 2000
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 16, 2000
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 16, 2000 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 8, 2000.
Only stockholders of record at the close of business on
February 3, 2000 will be entitled to vote at the meeting. On
that date, there were 2,979,437 shares of common stock
outstanding and entitled to vote, excluding 698,925 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 2000. 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, 2000 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 440,608 (1) 14.8%
R. K. O'Connell
P.O. Box 2003
Casper, Wyoming 82602 169,419 (2) 5.7%
_______________
(1) Includes 129,280 shares owned by members of Mr. Huffman's
family and 66,666 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 presently
consist of six directors including five outside directors who
have particular expertise in areas considered essential to the
Company's business--namely geology, land, petroleum engineering,
legal and accounting. The two Class II directors presently
serving are Mr. Huffman and Mr. Howell. Mr. Howell is a
petroleum engineer and brings that particular expertise to the
Board. However, Mr. Howell is unable to stand for re-election to
the Board due to illness. The Board is seeking a qualified
petroleum engineer to fill the seat vacated by Mr. Howell, and
has determined to leave the Class II Board position temporarily
vacant at the 2000 Annual Meeting pending the outcome of its
selection process.
The director to be elected to the Board in Class II at the
2000 Annual Meeting of Stockholders will serve until the 2003
Annual Meeting and until his successor is duly elected and
qualified. Class I and Class III directors will continue to
serve until the 2001 and 2002 Annual Meetings of Stockholders,
respectively, and until their successors are duly elected and
qualified.
The Class II nominee named below is presently a member of
the Board of Directors. Unless your proxy contains contrary
instructions, it will be voted for the nominee. Should the
nominee become unable to serve, which is not anticipated, the
proxies will vote for such substitute nominee 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.
<PAGE>
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>
Name, Age, Shares of Common
Position Business Experience Stock Owned
With Company and Directorships Beneficially
and Term in Other Public or and Percent
as Director Investment Companies of Class (1)
- ------------------ ----------------------- ------------------
CLASS II - NOMINEE FOR ELECTION AT THE 2000 ANNUAL MEETING
WHOSE TERMS WILL EXPIRE AT THE 2003 ANNUAL MEETING
<S> <C> <C> <C>
James T. Huffman Chairman and President 440,608 14.8%)(2)
Age: 52; Chairman since 1981
of the Board,
President; Director
since 1978
CLASS I - DIRECTORS WHOSE TERMS WILL EXPIRE AT THE
2001 ANNUAL MEETING
Otto P. Butterly Independent businessman 35,530 (1.2%)(3)
Age: 82; Director since 1978; previously a
since 1983 Price Waterhouse partner
William F. Skewes Attorney in private 40,130 (1.4%)(3)
Age: 54; Corporate practice since 1988;
Secretary and General previously a partner in
Counsel; Director the Denver law firm of
since 1980 Kelly, Stansfield and
O'Donnell from 1977
to 1988
CLASS III - DIRECTORS WHOSE TERMS WILL EXPIRE AT THE
2002 ANNUAL MEETING
William N. Beach Independent oil operator 65,000 (2.2%)(3)
Age: 75; Director and President of Beach
since 1980 Exploration, Inc.
since 1975
Richard B. Stevens Independent businessman 135,687 (4.6%)(3)
Age: 70; Director and oil operator since
since 1987 1987; President of
SECO Energy Corporation
from 1981 to 1987
All Directors and Officers as a Group
(seven persons) 721,955 (24.2%)
_______________
(1) Owned of record and beneficially unless otherwise indicated.
(2) Includes 129,280 shares owned by members of Mr. Huffman's family
and 66,666 shares subject to currently exercisable stock options.
(3) Includes 30,000 shares subject to currently exercisable stock
options.
</TABLE>
<PAGE>
Information Concerning Meetings of the
Board of Directors and Board Committees
The Board of Directors met four times during fiscal 1999.
All directors except Mr. Howell were present for not less than
75% of the meetings. Due to illness, Mr. Howell was able to
attend only one meeting during fiscal 1999. The Board has 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
met four times during fiscal 1999. The Board also has an
Executive Committee consisting of Messrs. Butterly, Huffman and
Skewes. The Executive Committee met two times during fiscal
1999. 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 receive $1,000 plus reimbursement of
out-of-pocket expenses 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.
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 option vests in one-third
increments beginning on the date of grant and then on each
anniversary thereafter until fully vested and it expires on the
fifth anniversary of the date of grant. During fiscal 1999, the
Company purchased Mr. Howell's stock option for $50,550, the
value of the option as reflected by the spread between the option
exercise price and the market price of the stock at the date of
the purchase agreement.
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.
<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>
Kenneth Manager- 50 Prior to joining the Company,
J. Petroleum Senior Reservoir Engineer for Axem
DeFehr Engineering Resources, Inc. from 1982 to 1990.
since Previously reservoir engineer for
October Phillips Petroleum Company.
1990 Registered Professional Engineer.
Alford Vice 54 Prior to joining the Company, Vice
B. Neely President President Finance of Unidata, Inc.
and Chief from 1992 to 1997. Prior to 1992,
Financial Director of Sprint Corporation,
Officer Senior Vice President Finance &
since Administration of Technical Oil
April 1998 Tool Corporation, and Senior Staff
Auditor with Deloitte & Touche.
Certified Public Accountant.
Torie A. Manager- 45 Prior to joining the Company,
Vandeven Geology Regional Geologist for Key
and Production Company from 1997 to
Exploration 1998. Previously Senior Staff
since Geologist and Regional Exploitation
August 1999 Geologist for Amoco Production
Company from 1995 to 1997 and from
1998 to 1999. Prior to 1995, Senior
Staff Geologist for Santa Fe
Minerals, Inc. Certified Petroleum
Geologist.
</TABLE>
Executive Compensation
The following table shows, for the fiscal year ended
October 31, 1999, 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
----------------- -------
Securities
Other Res- Under- All
Name and Annual tricted lying 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. 1999 $118,000 $15,000 $15,800(2) - - - $3,700(1)
Huffman, 1998 $111,000 - $15,400(2) - - - $6,000(1)
Chief 1997 $108,000 - - - 100,000 - $9,600(1)
Executive
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.
(2) Of this amount, approximately 80% represents health insurance premiums.
</TABLE>
<PAGE>
Option Grants in Last Fiscal Year
There were no stock options or stock appreciation rights
("SARs") granted to the named executive or executed by him during
the fiscal year. Aggregate stock option and SAR values at fiscal
year-end are set forth in the following table.
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
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 - - 66,666/ - $104,166/ -
</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 2000. 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 2000.
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 $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 11, 2000 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, 1999, 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 16, 2000, 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
adjournment 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 the Class II nominee
(except as marked to the contrary
below)
___ WITHHOLD AUTHORITY to vote for
the Class II nominee listed below
Class II - James T. Huffman
2. Proposal to ratify appointment of Hein + Associates as the
independent auditors of the Company for fiscal 2000:
__ 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 ____________, 2000.
__________________________________
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.
