SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
[Amendment No. __________]
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Double Eagle Petroleum And Mining Co.
-------------------------------------
(Name of Registrant as Specified in Its Charter)
Stephen H. Hollis, Chief Executive Officer
------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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:
Not applicable
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2) Aggregate number of securities to which transaction applies:
Not applicable
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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):
Not applicable
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4) Proposed maximum aggregate value of transaction:
Not applicable
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5) Total fee paid:
Not applicable
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|_| 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: Not applicable
--------------------------------------
2. Form Schedule or Registration Statement No.: Not applicable
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3. Filing party: Not applicable
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4. Date Filed: Not applicable
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<PAGE>
DOUBLE EAGLE PETROLEUM AND MINING CO.
777 Overland Trail
Casper, Wyoming 82601
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on January 21, 1998
To our Shareholders:
The Annual Meeting of Shareholders of Double Eagle Petroleum and Mining
Co., a Wyoming corporation (the "Company"), will be held in the Overland Plaza
Building, 777 Overland Trail, Casper Wyoming, on Wednesday, January 21, 1998 at
10:00 a.m., to consider and vote upon a proposal to elect the four members of
the Board of Directors, a proposal to ratify the selection of Hocker, Lovelett,
Hargens & Skogen, P.C. to serve as the Company's independent certified public
accountants for the year ending August 31, 1998, and to consider and act upon
such other matters as may properly come before the meeting or any adjournment
thereof.
Only shareholders of record at the close of business on December 5, 1997
are entitled to notice of, and to vote at, the annual shareholders' meeting.
All shareholders are extended a cordial invitation to attend the Annual
Meeting of Shareholders.
By Order of the Board of Directors.
CAROL A. OSBORNE
Corporate Secretary
Casper, Wyoming
December 16, 1997
- --------------------------------------------------------------------------------
THE FORM OF PROXY IS ENCLOSED. TO ASSURE THAT YOUR SHARES WILL BE VOTED AT THE
MEETING, PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED, POSTAGE PREPAID, ADDRESSED ENVELOPE. NO ADDITIONAL POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES. THE GIVING OF A PROXY WILL NOT AFFECT
YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
<PAGE>
PROXY STATEMENT
DOUBLE EAGLE PETROLEUM AND MINING CO.
777 Overland Trail
Casper, Wyoming 82601
ANNUAL MEETING OF SHAREHOLDERS
to be held
January 21, 1998
GENERAL INFORMATION
The enclosed proxy is solicited by and on behalf of the management of
Double Eagle Petroleum and Mining Co. (the "Company") for use at the Company's
Annual Meeting of Shareholders (the "Meeting") to be held at 10:00 a.m., in the
Overland Plaza Building, 777 Overland Trail, Casper Wyoming, on Wednesday,
January 21, 1998, and at any adjournment thereof. It is planned that this Proxy
Statement and the accompanying proxy will be mailed to the Company's
shareholders on or about December 16, 1997.
Any person signing and mailing the enclosed proxy may revoke it at any time
before it is voted by giving written notice of the revocation to the Company's
corporate secretary, or by electing to vote in person at the Meeting.
The cost of soliciting proxies, including the cost of preparing, assembling
and mailing this proxy material to shareholders, will be borne by the Company.
Solicitations will be made only by use of the mails, except that, if necessary,
officers and regular employees of the Company may make solicitations of proxies
by telephone or telegraph or by personal calls. Brokerage houses, custodians,
nominees and fiduciaries will be requested to forward the proxy soliciting
materials to the beneficial owners of the Company's shares held of record by
such persons and the Company will reimburse them for their charges and expenses
in this connection.
All voting rights are vested exclusively in the holders of the Company's
$0.10 par value common stock (the "Common Stock") with each share entitled to
one vote. Only shareholders of record at the close of business on December 5,
1997 are entitled to notice of and to vote at the Meeting or any adjournment
thereof. On December 5, 1997, the Company had 3,880,651 shares outstanding.
Cumulative voting in the election of directors is permitted. Thus, each
shareholder of record as of the record date shall have the right to vote the
number of shares owned by him for as many persons as there are director nominees
or to cumulate his shares so as to give one candidate as many votes as the
number of director nominees multiplied by the number of shares shall equal, or
to distribute his votes on the same principle among as many candidates as the
shareholder shall determine.
An Annual Report to Shareholders, including financial statements for the
fiscal year ended August 31, 1997, is being mailed to shareholders with the
proxy material, but such annual report does not constitute part of the proxy
soliciting material.
2
<PAGE>
ELECTION OF DIRECTORS
At the Annual Meeting, the shareholders will elect four members of the
Board Of Directors of the Company. Each director will be elected to hold office
until the next annual meeting of shareholders and thereafter until his successor
is elected and has qualified. The affirmative vote of a majority of the shares
represented at the meeting is required to elect each director. Cumulative voting
is permitted in the election of directors. See above, "GENERAL INFORMATION". In
the absence of instructions to the contrary, the persons named in the
accompanying proxy shall vote the shares represented by that proxy for the
persons named below as Management's nominees for directors of the Company. Each
of the nominees currently is a director of the Company. There is no nominating
committee of the Board Of Directors.
Each of the nominees has consented to be named herein and to serve on the
Board if elected. It is not anticipated that any nominee will become unable or
unwilling to accept nomination or election, but, if that should occur, the
persons named in the proxy intend to vote for the election of such other person
as the Board Of Directors may recommend.
The following table sets forth, with respect to each nominee for director,
the nominee's age, his positions and offices with the Company, the expiration of
his term as a director, and the year in which he first became a director of the
Company. Individual background information concerning each of the nominees
follows the table. For additional information concerning the nominees for
director, including stock ownership and compensation, see "EXECUTIVE
COMPENSATION", "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT",
and "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS".
<TABLE>
<CAPTION>
Expiration
Of Term As Initial Date
Name Age Position With The Company (1) Director As Director
---- --- ----------------------------- ----------- -------------
<S> <C> <C> <C> <C>
Stephen H. Hollis 47 Chief Executive Officer, Next Annual Meeting 1989
President, Treasurer,
and Director
Tom R. Creager 39 Director Next Annual Meeting 1996
William N. Heiss 45 Director Next Annual Meeting 1996
Ken M. Daraie 39 Director Next Annual Meeting 1997
</TABLE>
- ----------------------------
(1) The Company has one additional executive officer who is not named in the
above table, Carol A. Osborne. Ms. Osborne has served as Secretary of the
Company since January 1996 and previously served as the Assistant Secretary
from December 1989 until January 1996.
3
<PAGE>
Stephen H. Hollis has served as the President and Chief Executive Officer
of the Company since January 1994 and previously served as a Vice President of
the Company from December 1989 through January 1994. Mr. Hollis has served as a
Director of the Company since December 1989. Mr. Hollis has served as the Vice
President of Hollis Oil & Gas Co., a small oil and gas company, since January
1994 and served as the President of Hollis Oil & Gas Co. from June 1986 through
January 1994. Mr. Hollis was a geologist for an affiliate of United Nuclear
Corporation from 1974 to 1977 and a consulting geologist from 1977 to 1979. In
1979, Mr. Hollis joined Marathon Oil Company and held various positions until
1986, when he founded Hollis Oil & Gas Co. Mr. Hollis is a past President of the
Wyoming Geological Association. Mr. Hollis received a B.A. Degree in Geology
from the University of Pennsylvania in 1972 and a Masters Degree in Geology from
Bryn Mawr College in 1974.
Tom R. Creager has served as a Director of the Company since January 1996.
Since October 1991, Mr. Creager has been President and Senior Portfolio Manager
with Pinnacle West Asset Management, Inc., a firm engaged in investment
management and research and as a consultant to CPA Consulting Group, P.C.
working in the areas of taxation, business and financial consulting. From 1985
to 1991, he worked in public accounting primarily in income tax areas. Mr.
Creager has served as a Director of Hollis Oil & Gas Co. since July 1989. From
1983 until 1985, Mr. Creager was employed by an oil and gas contractor and
supply company as corporate controller. Mr. Creager received a B.A. Degree in
Accounting from the University of Wyoming in 1983.
William N. Heiss has served as a Director of the Company since January
1996. Mr. Heiss owned a mineral brokerage business until 1981, when he went into
private law practice, emphasizing mineral and real property law. Mr. Heiss has
served as a Director and the Secretary of Hollis Oil & Gas Co. since 1987 and as
President since January 1994. He is a member of the Rocky Mountain Mineral Law
Foundation, and the Natrona County and Wyoming Bar Associations. Mr. Heiss
received a B.A. Degree in mathematics from Indiana University in 1970 and a J.D.
degree from the University of Wyoming in 1978.
Ken M. Daraie has served as a Director of the Company since February 1997.
Mr. Daraie began his career with Sun Exploration and Production Co. as a
Petroleum Engineer from 1982 to 1990. In 1990, he joined Conoco, Inc. in Casper,
where he held Engineering positions until 1994. From 1994 to 1995, Mr. Daraie
worked for the Fluor Daniel Corporation and Barlow & Haun, Inc. as Project
Manager and General Manager, respectively. In 1995, Mr. Daraie founded
Continental Industries, LLC, an independent oil and gas production/service
company, where he currently serves as President. Mr. Daraie is a past Chairman
of the Board of Energy West Federal Credit Union and currently serves on the
Casper Planning and Zoning Commission. Mr. Daraie received a Bachelor's Degree
in Physics from Baylor University in 1979 and a Bachelor of Science Degree in
Petroleum Engineering from the University of Texas in 1982.
Section 16(a) Beneficial Ownership Reporting Compliance.
One exempt transaction in February 1997, required to be reported by Mr.
Hollis on an Annual Statement Of Changes In Beneficial Ownership Of Securities
on Form 5, was reported late with the Securities And Exchange Commission ("SEC")
on a Form 5. One exempt transaction in February 1997 required to be reported by
Ms. Osborne on an Annual Statement Of Changes In Beneficial Ownership Of
Securities on Form 5 was reported late with the SEC. An Initial Statement Of
Beneficial Ownership Of Securities on Form 3 required to be filed by Mr. Daraie
following his election as a director in February 1997 was filed late. Mr. Daraie
did not beneficially own any securities of the Company required to be included
on the Form 3.
4
<PAGE>
Board Of Directors Meetings.
The Board Of Directors met four times and took action by unanimous written
consent four times during the year ended August 31, 1997. Also during the year
ended August 31, 1997, each director participated in at least 75 percent of the
total number of meetings and actions by unanimous written consent of the Board
Of Directors, except that Mr. Daraie was not in attendance at one of the three
meetings of the Board Of Directors held during the fiscal year ended August 31,
1997 after his election as a Director in February 1997.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth in summary form the compensation received
during each of the Company's last three completed fiscal years by the Company's
Chief Executive Officer and President. No employee of the Company received total
salary and bonus exceeding $100,000 during any of the last three fiscal years.
<TABLE>
<CAPTION>
Annual Compensation
Long-Term
Name and Fiscal Year Salary Bonus Compensation-- Other Annual
Principal Position Ended ($)(1) ($) Options (#) Compensation ($)
- ------------------ ----- ------ --- ----------- ----------------
<S> <C> <C> <C> <C> <C>
Stephen H. Hollis, 1997 $72,000 -0- 50,000 -0-
Chief Executive
Officer and President
1996 $53,700 -0- 50,000 -0-
1995 $53,700 -0- 70,000 -0-
</TABLE>
- ------------------
(1) The dollar value of base salary (cash and non-cash) received.
Option Grants Table
The following table sets forth information concerning individual grants of
stock options made during the fiscal year ended August 31, 1997 to the Company's
Chief Executive Officer and President. See "--Stock Option Plans".
<TABLE>
<CAPTION>
Option Grants For Fiscal Year Ended August 31, 1997
% of Total
Options Granted
Options to Employees in Exercise or Base Expiration
Name Granted (#) Fiscal Year Price ($/Sh) Date
- ---- ----------- ----------- ------------ ----
<S> <C> <C> <C> <C> <C>
Stephen H. Hollis, 50,000 55.6% $1.375 2/24/00
Chief Executive Officer and
President
</TABLE>
5
<PAGE>
Aggregated Option Exercises And Fiscal Year-End Option Value Table.
The following table sets forth information concerning each exercise of
stock options during the fiscal year ended August 31, 1997 by the Company's
Chief Executive Officer and President, and the fiscal year-end value of
unexercised options held by the Chief Executive Officer and President.
<TABLE>
<CAPTION>
Aggregated Option Exercises
For Fiscal Year Ended August 31, 1997
And Year-End Option Values
Value of
Unexercised
Number of In-the-Money
Unexercised Options at
Options at Fiscal Fiscal Year-End
Year-end (#)(3) ($)(4)
Shares
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) (1) Realized ($)(2) Unexercisable Unexercisable
- ---- ---------------- --------------- ------------- --------------
<S> <C> <C> <C> <C>
Stephen H. Hollis, 50,000 $31,250 170,000/0 $17,500/$0(5)
Chief Executive Officer
and President
</TABLE>
- --------------------
(1) The number of shares received upon exercise of options during the fiscal
year ended August 31, 1997.
(2) With respect to options exercised during the Company's fiscal year ended
August 31, 1997, the dollar value of the difference between the option
exercise price and the market value of the option shares purchased on the
date of the exercise of the options.
(3) The total number of unexercised options held as of August 31, 1997
separated between those options that were exercisable and those options
that were not exercisable.
(4) For all unexercised options held as of August 31, 1997, the aggregate
dollar value of the excess of the market value of the stock underlying
those options over the exercise price of those exercised options, based on
the bid price of the Company's Common Stock on August 31, 1997. The closing
bid price for the Company's Common Stock on August 31, 1997 was $1.00 per
share.
(5) On November 18, 1997, the closing bid price of the Company's Common Stock
was $2.3125 per share, which would result in a value of unexercised
in-the-money options held by Mr. Hollis of $212,875.
6
<PAGE>
Stock Option Plans
The 1993 Stock Option Plan. In November 1992, the Board Of Directors of the
Company approved the Company's Stock Option Plan (1993) (the "1993 Plan"), which
subsequently was approved by the Company's shareholders. Pursuant to the 1993
Plan, the Company may grant options to purchase an aggregate of 200,000 shares
of the Company's Common Stock to key employees of the Company, including
officers and directors who are salaried employees who have contributed in the
past or who may be expected to contribute materially in the future to the
successful performance of the Company. The options granted pursuant to the 1993
Plan are intended to be incentive options qualifying for beneficial tax
treatment for the recipient. The 1993 Plan is administered by an option
committee that determines the terms of the options subject to the requirements
of the 1993 Plan. At August 31, 1997, options to purchase 170,000 shares were
outstanding under the 1993 Plan. As a result, options to purchase an additional
30,000 shares could be granted under the 1993 Plan.
The 1996 Stock Option Plan. In May 1996, the Board of Directors of the
Company approved the Company's 1996 Stock Option Plan (the "1996 Plan"), which
subsequently was approved by the Company's shareholders. Pursuant to the 1996
Plan, the Company may grant options to purchase an aggregate of 200,000 shares
of the Company's common stock to key employees, directors, and other persons who
have or are contributing to the success of the Company. The options granted
pursuant to the 1996 Plan may be either incentive options qualifying for
beneficial tax treatment for the recipient or non-qualified options. The 1996
Plan is administered by an option committee that determines the terms of the
options subject to the requirements of the 1996 Plan. At August 31, 1997, 90,000
options were outstanding under the 1996 Plan and options to purchase 110,000
shares could be granted under the 1996 Plan.
Compensation Of Outside Directors
Directors of the Company who are not also employees of the Company
("Outside Directors") are paid $400 for each meeting of the Board Of Directors
that they attend. Directors also are reimbursed for expenses incurred in
attending meetings and for other expenses incurred on behalf of the Company.
7
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table summarizes certain information as of December 5, 1997
with respect to the beneficial ownership of the Company's Common Stock (i) by
the Company's directors and nominee for director, (ii) by shareholders known by
the Company to own 5% or more of the Company's common stock, and (iii) by all
officers and directors as a group.
Percentage Of
Class
Name And Address Of Number Of Beneficially
Beneficial Owner Shares Owned
- ---------------- ------ -----
Dr. Richard B. Laudon 499,147 12.9%
3737 West 46th
Casper, Wyoming 82604
Carol A. Osborne 20,200 (1) --*
777 Overland Trail
Casper, Wyoming 82601
Stephen H. Hollis (5) 636,900 (2) 15.6%
2037 S. Poplar
Casper, Wyoming 82601
William N. Heiss (5) 374,000 (3) 9.6%
777 Overland Trail
Casper, Wyoming 82601
Tom R. Creager(5) 351,500 (3) 9.1%
777 Overland Trail
Casper, Wyoming 82601
Ken M. Daraie 0 --
777 Overland Trail
Casper, Wyoming 82601
Directors and Officers as a group 1,181,747 (1)(2)(3)(4) 23.3%
(Six Persons)
Hollis Oil & Gas Co. (5) 350,000 9.0%
P.O. Box 1068
Casper, Wyoming 82602
- ---------------
* Less than one percent.
(1) Includes options held by Ms. Osborne to purchase 20,000 shares that expire
February 24, 2000.
(2) Includes options held by Mr. Hollis to purchase 70,000 shares that expire
January 19, 1998, options to purchase 50,000 shares that expire January 22,
1999, options to purchase 50,000 shares that expire February 24, 2000, and
Warrants to purchase 21,000 shares that expire on December 17, 2001. In
addition to 95,900 shares owned directly by Mr. Hollis, the table above
includes 350,000 shares of the Company's Common Stock owned by Hollis Oil &
Gas Co. Mr. Hollis is an officer, director and 51 percent owner of Hollis
Oil & Gas Co.
(3) Includes 12,000 shares and Warrants to purchase 12,000 shares that expire
on December 17, 2001 that are held by a trust for which Mr. Heiss serves as
trustee and of which Mr. Heiss is a beneficiary. Also includes 350,000
shares owned by Hollis Oil & Gas Co. Mr. Heiss is an officer, director and
30% beneficial owner of Hollis Oil & Gas Co.
(4) Includes 350,000 shares of Common Stock of the Company held by Hollis Oil &
Gas Co. Mr. Creager is a director of Hollis Oil & Gas Co.
(5) The shares owned by Hollis Oil & Gas Co. are shown or included as
beneficially owned five times in the table: once as beneficially owned by
Hollis Oil & Gas Co., again under the beneficial ownership of each of Mr.
Hollis, Mr. Heiss, and Mr. Creager, and also as part of the shares
beneficially owned by Directors and Officers as a group.
8
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company and certain directors, officers and shareholders of the Company
are joint holders in proved and unproved oil and gas properties. During the
normal course of business, the Company pays or receives monies and in turn bills
or pays the interest holders for their respective shares. These transactions are
immaterial in amount when compared to the Company's total receipts and
expenditures. They are accounted for as part of the normal joint interest
billing function.
PROPOSAL TO RATIFY THE SELECTION OF
HOCKER, LOVELETT, HARGENS & SKOGEN, P.C.,
CERTIFIED PUBLIC ACCOUNTANTS
The Board Of Directors recommends that the shareholders of the Company vote
in favor of ratifying the selection of the firm of Hocker, Lovelett, Hargens &
Skogen, P.C., Certified Public Accountants, as the auditors who will continue to
audit financial statements and perform other accounting and consulting services
for the Company for the fiscal year ending August 31, 1998 or until the Board Of
Directors, in its discretion, replaces them.
An affirmative vote of the majority of shares represented at the meeting is
necessary to ratify the selection of auditors. There is no legal requirement for
submitting this proposal to the shareholders; however, the Board Of Directors
believes that it is of sufficient importance to seek ratification. Whether the
proposal is approved or defeated, the Board may reconsider its selection of
Hocker, Lovelett, Hargens & Skogen, P.C. It is expected that one or more
representatives of Hocker, Lovelett, Hargens & Skogen, P.C. will be present at
the Annual Meeting and will be given an opportunity to make a statement if they
desire to do so and to respond to appropriate questions from shareholders.
VOTING PROCEDURES
Votes at the Meeting are counted by inspectors of election appointed by the
chairman of the Meeting. If a quorum is present, an affirmative vote of the
majority of the votes entitled to be cast by those present in person or by proxy
is required for the approval of items submitted to shareholders for their
consideration unless a different number of votes is required by statute or the
Company's Articles Of Incorporation. Abstentions by those present at the Meeting
are tabulated separately from affirmative and negative votes and do not
constitute affirmative votes. If a shareholder returns his or her proxy card and
withholds authority to vote on any matter, the votes represented by the proxy
card will be deemed to be present at the Meeting for purposes of determining the
presence of a quorum but will not be counted as affirmative votes. Shares in the
names of brokers that are not voted are treated as not present.
PROPOSALS OF SECURITIES HOLDERS
Proposals of security holders intended to be presented at the next annual
meeting must be received by the Company by July 21, 1998 in order to be included
in the proxy statement and form of proxy relating to that meeting.
9
<PAGE>
AVAILABILITY OF REPORTS ON FORM 10-KSB
UPON WRITTEN REQUEST, THE COMPANY WILL PROVIDE, WITHOUT CHARGE, A COPY OF
ITS ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED AUGUST 31, 1997 TO
ANY OF THE COMPANY'S SHAREHOLDERS OF RECORD OR TO ANY SHAREHOLDER WHO OWNS THE
COMPANY'S COMMON STOCK LISTED IN THE NAME OF A BANK OR BROKER AS NOMINEE AT THE
CLOSE OF BUSINESS ON DECEMBER 5, 1997. ANY REQUEST FOR A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB SHOULD BE MAILED TO THE SECRETARY, DOUBLE EAGLE
PETROLEUM AND MINING CO., P.O. BOX 766, CASPER, WYOMING 82601.
OTHER BUSINESS
The Company's management does not know of any matters to be presented at
the meeting other than those set forth in this Proxy Statement. If any other
business should come before the meeting, the persons named in the enclosed form
of proxy will vote such proxy according to their judgment on such matters.
CAROL A. OSBORNE
Corporate Secretary
* * * * *
10
<PAGE>
DOUBLE EAGLE PETROLEUM & MINING CO.
PROXY PROXY
MANAGEMENT PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD WEDNESDAY, JANUARY 21, 1998
The undersigned shareholder of Double Eagle Petroleum & Mining Co.
acknowledges receipt of the notice of Annual Meeting Of Shareholders, to be held
Wednesday, January 21, 1998 at 10:00 A.M., at the Overland Plaza Building, 777
Overland Trail, Casper, Wyoming, and hereby appoints Stephen H. Hollis or Carol
A. Osborne, or either of them, each with the power of substitution, as Attorneys
and Proxies to vote all the shares of the undersigned at the Annual Meeting and
at all adjournments thereof, hereby ratifying and confirming all that the
Attorneys and Proxies may do or cause to be done by virtue hereof. The
above-named Attorneys and Proxies are instructed to vote all of the
undersigned's shares as follows:
1. Election of Directors:
Grant (except as otherwise noted below)
-------
Authority to vote for the election of the four nominees listed below, with
discretionary authority to cumulate and distribute the votes to which the
undersigned is entitled among the nominees unless a different distribution
of votes is indicated by marking after the nominee's name.
Withhold
-------
(INSTRUCTION: TO WITHHOLD FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE
THROUGH THE NOMINEE'S NAME IN THE LIST BELOW)
Stephen H. Hollis ____ Votes Tom R. Creager ____ Votes
William N. Heiss ____ Votes Ken M. Daraie ____ Votes
2. Proposal to approve the appointment of Hocker, Lovelett, Hargens & Skogen,
P.C. as the independent auditors of the Company for the fiscal year ending
August 31, 1998.
____ 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 SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 and 2.
<PAGE>
Dated this ____ day ________________, 199__
Signature
---------------------------------
Signature
---------------------------------
Please sign your name exactly as it appears
on the shareholder label attached to this
proxy card. If shares are held jointly,
each holder should sign. Executors,
trustees, and other fiduciaries should so
indicate when signing.
NOTE: Securities Dealers please state PLEASE SIGN, DATE AND RETURN THIS
the number of shares voted by this proxy PROXY IMMEDIATELY.
- ---------------------------
