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)
Not Applicable
--------------
(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
2) Aggregate number of securities to which transaction applies:
Not applicable
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
4) Proposed maximum aggregate value of transaction:
Not applicable
5) Total fee paid:
Not applicable
|_| 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
3. Filing party: Not applicable
4. Date Filed: Not applicable
<PAGE>
DOUBLE EAGLE PETROLEUM AND MINING CO.
777 Overland Trail
Casper, Wyoming 82601
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on January 20, 1999
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 20, 1999 at
10:00 a.m., for the following purposes:
1. To elect five directors to the Company's Board Of Directors;
2. 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, 1999; and
3. To transact any other business that properly may come before the
meeting or any adjournment thereof.
Only shareholders of record at the close of business on December 4, 1998
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 14, 1998
- --------------------------------------------------------------------------------
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>
[This page intentionally left blank.]
<PAGE>
PROXY STATEMENT
DOUBLE EAGLE PETROLEUM AND MINING CO.
777 Overland Trail
Casper, Wyoming 82601
ANNUAL MEETING OF SHAREHOLDERS
to be held
January 20, 1999
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 20, 1999, 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 14, 1998.
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 4,
1998 are entitled to notice of and to vote at the Meeting or any adjournment
thereof. On December 4, 1998, the Company had 3,932,651 shares outstanding.
Cumulative voting in the election of directors is permitted. As a result, 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, 1998, is being mailed to shareholders with this
proxy statement, but that Annual Report does not constitute part of the proxy
soliciting material.
<PAGE>
ELECTION OF DIRECTORS
At the Annual Meeting, the shareholders will elect five 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 other than Thomas J. Vessels 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 in this proxy statement 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
Position With The Term As Initial Date
Name Age Company(1) Director As Director
---- --- ---------- -------- -----------
<S> <C> <C> <C> <C>
Stephen H. Hollis 48 Chief Executive Officer, Next Annual Meeting 1989
President, Treasurer,
and Director
Tom R. Creager 40 Director Next Annual Meeting 1996
William N. Heiss 46 Director Next Annual Meeting 1996
Ken M. Daraie 40 Director Next Annual Meeting 1997
Thomas J. Vessels 49 Director Next Annual Meeting Nominee(2)
- ----------------------------
(1) The Company has two executive officers who are not named in the above
table, Carol A. Osborne and D. Steven Degenfelder. Ms. Osborne, 46, has
served as Secretary of the Company since January 1996 and previously served
as the Assistant Secretary from December 1989 until January 1996. In
addition, Ms. Osborne has served as the Company's Office Manager since
1981. Mr. Degenfelder, 42, has served as Vice President of the Company
2
</TABLE>
<PAGE>
since February 1998. After graduating from college in 1979, he held various
land positions with Marathon Oil Company from 1979 to 1981, Paintbrush
Petroleum Corporation from 1981 to 1985, Tyrex Oil Company from 1985 to
1995 and the Wyoming Office of State Lands and Investments from 1995 to
1997. Mr. Degenfelder is a Certified Professional Landman and received his
degree in Business Administration from Texas Tech University in 1979.
(2) Mr. Vessels was nominated to serve as a director pursuant to an agreement
with the Company described below under "CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS".
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 been the Vice
President of Hollis Oil & Gas Co., a small oil and gas company, since January
1994 and been 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 and 1999 President of the Rocky Mountain Section
of the American Association of Petroleum Geologists. 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 served as a Director of Hollis Oil & Gas Co. from July 1989 until
January 1998. 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 from January 1994 until August 1998. 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 as Project Manager and Barlow & Haun,
Inc. as General Manager. 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.
Thomas J. Vessels has been nominated for election as a Director at the
Annual Meeting of Shareholders. Mr. Vessels has served since October 1997 as the
Managing Partner of Tundra Resources, LLC, a Denver, Colorado investment company
3
<PAGE>
that invests and facilitates investments in the Rocky Mountain region. Mr.
Vessels served as Chairman of the Board of Vessels Energy Inc., formerly Vessels
Oil & Gas Co., from 1995 until the sale of that company in March 1998. Mr.
Vessels also served as President and Chief Executive Officer of Vessels Energy
Inc. from 1984 until 1995. Vessels Energy Inc. was involved in natural gas and
oil production and exploration as well as gas processing. Mr. Vessels received
his B.A. degree from Gonzaga University in Spokane, Washington in 1972.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, executive officers, and
holders of more than 10% of the Company's Common Stock to file with the
Securities And Exchange Commission initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
The Company believes that during the fiscal year ended August 31, 1998, its
officers, directors and holders of more than 10% of its outstanding Common Stock
complied with all Section 16(a) filing requirements. In making these statements,
the Company has relied upon the written representations of its directors and
officers.
Board And Committee Meetings
The Board Of Directors met six times during the year ended August 31, 1998,
and each director participated in at least 75 percent of those meetings.
The Board of Directors currently maintains a Compensation Committee and an
Audit Committee. The Compensation Committee met one time during the fiscal year
ended August 31, 1998 and both members of the Compensation Committee
participated in that meeting. The Compensation Committee has the authority to
establish policies concerning compensation and employee benefits for employees
of the Company. The Compensation Committee reviews and makes recommendations
concerning the Company's compensation policies and the implementation of those
policies and determines compensation and benefits for executive officers. The
Compensation Committee currently consists of Messrs. Creager and Heiss.
The Audit Committee was formed to perform the following functions:
recommending to the Board Of Directors the independent auditors to be employed
by the Corporation; discussing the scope of the independent auditors'
examination; reviewing the financial statements and the independent auditors'
report; soliciting recommendations from the independent auditors regarding
internal controls and other matters; establishing guidelines for the Board Of
Directors to review related party transactions for potential conflicts of
interest; reviewing potential conflict of interest situations where appropriate;
making recommendations to the Board Of Directors; and performing other related
tasks as requested by the Board Of Directors. During the year ended August 31,
1998, the Audit Committee, currently consisting of Messrs. Creager and Heiss,
did not meet. The Audit Committee met on September 11, 1998 to discuss the audit
for the year ended August 31, 1998.
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 $100,000 during any of the last three fiscal years.
4
<PAGE>
<TABLE>
<CAPTION>
Annual Compensation
Long-term
Name and Fiscal Year Salary Bonus Compensation-- Other Annual
Principal Position Ended ($)(1) ($) Options (#) Compensation ($)
- ------------------ ----- ------- ------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
Stephen H. Hollis, 1998 $72,000 $20,100 50,000 -0-
Chief Executive
Officer and President 1997 $72,000 -0- 50,000 -0-
1996 $53,700 -0- 50,000 -0-
- ------------------
(1) The dollar value of base salary (cash and non-cash) received.
</TABLE>
Option Grants Table
The following table sets forth information concerning individual grants of
stock options made during the fiscal year ended August 31, 1998 to the Company's
Chief Executive Officer and President. See "--Stock Option Plans".
<TABLE>
<CAPTION>
Option Grants For Fiscal Year Ended August 31, 1998
---------------------------------------------------
% of Total
Options Granted
Options to Employees in Exercise or Base Expiration
Name Granted (#) Fiscal Year Price ($/Share) Date
- ---- ----------- ----------- --------------- ----
<S> <C> <C> <C> <C>
Stephen H. Hollis, 50,000 45.5% $1.75 1/23/2001
Chief Executive Officer
and President
5
</TABLE>
<PAGE>
Aggregated Option Exercises And Fiscal Year-End Option Value Table.
The following table sets forth information concerning each exercise of
stock options during the fiscal year ended August 31, 1998 by the Company's
Chief Executive Officer and President, and the fiscal year-end value of
unexercised options held by the Chief Executive Officer and President.
<TABLE>
<CAPTION>
Aggregated Option Exercises
For Fiscal Year Ended August 31, 1998
And Year-End Option Values
Value of
Unexercised
Number of In-The-Money
Unexercised Options at
Options at Fiscal Fiscal Year-End
Year-End (#)(3) ($)(4)
Shares
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#)(1) Realized ($)(2) Unexercisable Unexercisable
- ------------------------ --------------- --------------- ------------- -------------
<S> <C> <C> <C> <C>
Stephen H. Hollis, 70,000 $70,000 150,000/0 $22,250/$0
Chief Executive Officer
and President
- --------------------
(1) The number of shares received upon exercise of options during the fiscal
year ended August 31, 1998.
(2) With respect to options exercised during the Company's fiscal year ended
August 31, 1998, 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, 1998,
separated between those options that were exercisable and those options
that were not exercisable.
(4) For all unexercised options held as of August 31, 1998, 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, 1998. The closing
bid price for the Company's Common Stock on August 31, 1998 was $1.50 per
share.
</TABLE>
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, 1998, 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.
6
<PAGE>
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, 1998,
options to purchase 180,000 shares of Common Stock were outstanding under the
1996 Plan and options to purchase 20,000 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. In addition, each Outside Director receives 2,000 shares of
Common Stock each year. Directors also are reimbursed for expenses incurred in
attending meetings and for other expenses incurred on behalf of the Company. In
January 1998, each Outside Director was granted options to purchase 10,000
shares of Common Stock for $1.75 per share. These options expire January 23,
2001.
7
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table summarizes certain information as of December 4, 1998
with respect to the beneficial ownership of the Company's Common Stock (i) by
the Company's directors and nominees 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.
As Of December 4, 1998
------------------------------
Percentage Of
Class
Name And Address Of Number Of Beneficially
Beneficial Owner Shares Owned
- -------------------------- ------------- ------------
Stephen H. Hollis (6) 656,900(2) 16.0%
2037 S. Poplar
Casper, Wyoming 82601
William N. Heiss (6) 386,000(3) 9.8%
Tom R. Creager(6) 11,500(4) *
Ken M. Daraie 14,000(5) *
Thomas J. Vessels(7) 336,500(7) 8.2%
Directors and Officers as a group 798,600(1)(2) 18.9%
(Six Persons) (3)(5)(6)
Hollis Oil & Gas Co. (6) 350,000 8.9%
Laudon Family Trust 380,347 9.7%
3737 West 46th
Casper, Wyoming 82604
- ---------------
* Less than one percent.
(1) Includes options held by Ms. Osborne to purchase 20,000 shares for
$1.375 per share that expire February 24, 2000 and options to purchase
20,000 shares for $1.75 per share that expire January 23, 2001.
(2) Includes options held by Mr. Hollis to purchase 50,000 shares for
$1.18 per share that expire January 22, 1999, options to purchase
50,000 shares for $1.375 per share that expire February 24, 2000,
options to purchase 50,000 shares for $1.75 per share that expire
January 23, 2001, and Warrants to purchase 21,000 shares for $3.00 per
share that expire on December 17, 2001. In addition to 135,900 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 10,000 shares for
$3.00 per share 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
8
<PAGE>
a beneficiary, Mr. Heiss' individual retirement account ("IRA"), and
Mr. Heiss' wife's IRA. Also includes options to purchase 10,000 shares
for $1.75 per share that expire January 23, 2001. 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 options to purchase 10,000 shares for $1.75 per share that
expire January 23, 2001.
(5) Includes options to purchase 10,000 shares for $1.75 per share that
expire January 23, 2001.
(6) The shares owned by Hollis Oil & Gas Company are shown or included as
beneficially owned four times in the table. The shares are shown as
beneficially owned by each of Hollis Oil & Gas Company, Mr. Hollis,
Mr. Heiss, and also as part of the shares beneficially owned by
Directors and Officers as a group.
(7) Includes warrants to purchase 75,000 shares for $1.375 per share that
expire October 16, 2003 and options to purchase 36,500 shares for
$1.375 per share that expire October 16, 2001. Also includes 75,000
shares and warrants to purchase 75,000 shares for $1.375 per share
that expire October 16, 2003 that are held by Mr. Vessels' wife.
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 joint interest 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.
In October 1998, the Company commenced a private offering of units of
Common Stock and Common Stock Purchase Warrants for $1.375 per unit. Each unit
consists of one share of Common Stock and a warrant to purchase one share of
Common Stock for $1.375 per share until October 16, 2003. The warrants are
redeemable by the Company at a price of $.001 per warrant commencing in April
2001 if the Company's Common Stock trades at a price of at least $3.00 for 20 of
the 30 trading days preceding the date on which the Company gives notice of
redemption. Thomas J. Vessels and his wife purchased 150,000 of the units. In
addition, the Company entered into a consulting agreement with Mr. Vessels
pursuant to which Mr. Vessels will assist the Company in locating possible oil
and gas transactions in which the Company may participate. This agreement is in
effect until January 30, 2000. The Company agreed to issue to Mr. Vessels
options to purchase 36,500 shares of Common Stock for $1.375 per share until
October 16, 2001 and to reimburse Mr. Vessels for up to $1,000 per month in
expenses incurred in performing services on behalf of the Company. The Company
also agreed to cause Mr. Vessels to be elected to the Board of Directors and to
nominate Mr. Vessels to serve as a director. Mr. Vessels has been nominated for
election as a director at the Annual Meeting of Shareholders pursuant to this
agreement.
9
<PAGE>
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, 1999 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.
SHAREHOLDER PROPOSALS;
DISCRETIONARY AUTHORITY TO VOTE PROXIES
Proposals of security holders intended to be presented at the next annual
meeting must be received by the Company by July 20, 1999 in order to be included
in the proxy statement and form of proxy relating to that meeting.
Pursuant to Rule 14a-4(c) under the Securities Exchange Act of 1934, as
amended, the Company hereby notifies its shareholders that the proxies solicited
by the Company in connection with the Company's annual meeting to be held in
January 2000 will confer discretionary authority to vote on matters raised by
shareholders for which the Company did not have notice on or before December 6,
1999. In addition, if the Company receives notice on or before December 6, 1999
of a matter that a shareholder intends to raise at the annual meeting of
shareholders to be held in 2000, the proxies solicited by the Company may
exercise discretion to vote on each such matter if the Company includes in its
proxy statement advice on the nature of the matter raised and how the Company
intends to exercise its discretion to vote on each such matter. However, the
Company may not exercise discretionary voting authority on a particular proposal
if the proponent of that proposal provides the Company with a written statement,
on or before December 6, 1999, that the proponent intends to deliver a proxy
statement and form of proxy to holders of at least the percentage of the
Company's voting shares required under applicable law to carry the proposal (the
10
<PAGE>
"Required Percentage"), which would be a majority of the Company's outstanding
common stock or a majority of the shares of common stock represented at the
meeting, depending on the nature of the proposal, if the proponent includes the
same statement in its proxy materials filed under Rule 14a-6, and if the
proponent, immediately after soliciting the holders of the Required Percentage,
provides the Company with a statement from any solicitor or any other person
with knowledge that the necessary steps have been taken to deliver a proxy
statement and form of proxy to the holders of the Required Percentage.
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, 1998 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 4, 1999. 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
* * * * *
11
<PAGE>
DOUBLE EAGLE PETROLEUM & MINING CO.
PROXY PROXY
MANAGEMENT PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD WEDNESDAY, JANUARY 20, 1999
The undersigned shareholder of Double Eagle Petroleum & Mining Co.
acknowledges receipt of the notice of Annual Meeting Of Shareholders, to be held
Wednesday, January 20, 1999 at 10:00 A.M., at the Overland Plaza Building, 777
Overland Trail, Casper, Wyoming, and hereby appoints Stephen H. Hollis and 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:
_____FOR ALL NOMINEES (except as otherwise noted below)
Authority to vote for the election of the five 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 FROM ALL NOMINEES
(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
Thomas J. Vessels ____ Votes
2. Proposal to ratify the appointment of Hocker, Lovelett, Hargens & Skogen,
P.C. as the independent auditors of the Company for the fiscal year ending
August 31, 1999.
____ 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>
Date:_____________________________, 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 PLEASE SIGN, DATE AND RETURN THIS
state the number of shares voted PROXY IMMEDIATELY.
by this proxy
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