TYREX OIL COMPANY
Notice of Annual Meeting of Shareholders
To Be Held on December 5, 1996
Notice is hereby given that the Annual Meeting of Shareholders of Tyrex Oil
Company, a Wyoming corporation, will be convened at 10:00 a.m., on Thursday,
December 5, 1996, at the offices of the Company, 777 North Overland Trail, Suite
101, Casper, Wyoming, for the following purposes:
1. To elect a Board of Directors consisting of five members to hold office
until the next annual meeting of shareholders and until their
successors shall be elected and shall qualify;
2. To consider and act upon a proposal to ratify the appointment of
Hocker, Lovelett, Hargens & Yennie, P.C., as independent auditors of
Tyrex Oil Company for the fiscal year ending June 30, 1997; and
3. To transact such other business as may properly come before the Meeting
or any adjournment or adjournments thereof.
Shareholders of record at the close of business on October 21, 1996 will be
entitled to vote at the Meeting.
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SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. IF YOU
CANNOT ATTEND, PLEASE COMPLETE, DATE AND SIGN AND RETURN THE ENCLOSED PROXY IN
THE ENCLOSED ENVELOPE SO THAT YOUR SHARES MAY BE VOTED AT THE MEETING. YOUR
VOTE IS IMPORTANT.
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By the Board of Directors,
/s/ Doris K. Backus
Doris K. Backus, Secretary
Casper, Wyoming
October 22, 1996
<PAGE>
TYREX OIL COMPANY
Suite 101, 777 North Overland Trail
Casper, Wyoming 82601
PROXY STATEMENT
Annual Meeting of Shareholders
To be Held December 5, 1996
GENERAL
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Tyrex Oil Company (the "Company"), to be
used at the Annual Meeting of Shareholders (the "Meeting") to be held at the
offices of the Company, 777 North Overland Trail, Suite 101, Casper, Wyoming, on
Thursday, December 5, 1996, at 10:00 a.m., for the purposes set forth in the
accompanying Notice of Annual Meeting. This statement was sent to shareholders
of the Company on or about October 22, 1996.
The shares covered by the enclosed proxy, if such is properly executed and
received by the Board of Directors prior to the Meeting, will be voted in favor
of the proposal to be considered, and in favor of the election of five nominees
to the Board of Directors as listed in "Election of Directors" below, unless
such proxy specifies otherwise or the authority to vote in the election of
directors has been withheld. A proxy may be revoked at any time before it is
exercised by giving written notice to the Secretary of the Company at its above
address. Shareholders may vote their shares in person if they attend the
Meeting, even if they have executed and returned a proxy.
The matters to be brought before the Meeting are the election of directors
to serve for the ensuing year and the ratification of the appointment of Hocker,
Lovelett, Hargens & Yennie, P.C., as independent auditors of the Company for the
fiscal year ending June 30, 1997.
VOTING SECURITIES
Only shareholders of record at the close of business on October 21, 1996
will be entitled to vote at the Meeting. On that date, there were issued and
outstanding 10,960,091 shares of the Company's $0.01 par value common stock
("Common Stock"), entitled to one vote per share. In the election of directors,
cumulative voting is not permitted.
A majority of the outstanding Common Stock will constitute a quorum for the
transaction of business at the Meeting. The vote of a majority of a quorum is
needed to elect directors and to approve the proposal regarding the independent
auditors.
ELECTION OF DIRECTORS
The Company has no nominating or similar committee of its Board of
Directors; therefore, it is the recommendation of the Board of Directors that
the Board for the coming year, and until successors have been duly elected and
qualified, shall consist of five members.
Unless authority is withheld, it is intended that the shares represented by
your proxy will be voted for the election of the five nominees named below, all
of whom are presently members of the Board of Directors. If any nominees should
not serve for any reason, your proxy will be voted for any person who is
designated by the Board of Directors to replace such nominee. The Board of
<PAGE>
Directors has no reason to expect that any nominee will be unable to serve.
There is no arrangement between any of the nominees and any other person
pursuant to which he was or is to be elected as a director or nominee, nor is
there any family relationship between or among any nominees or the executive
officers of the Company.
The following sets forth information as of the record date for the Meeting
concerning each nominee, including such person's ownership of Common Stock (the
Company's only class of voting securities), on an individual basis and ownership
by all nominees and executive officers of the Company as a group:
Period of
Position(s) Service as Number of Shares Percent
with the Director or Beneficially Owned of
Name and Age Company Officer(a) Direct Indirect Class
- ------------ ---------------- ----------- ----- ------- ---------
John D. Traut Chairman of the 11/8/79 534,000 (b) -0- 4.9%
Age: 69 Board and a to present
Director
Tom N.
Richardson President, Chief 7/10/86 349,400 (c)(f) -0- 3.2%
Age: 46 Executive and to present
Financial Officer
and a Director
William P.
Gruman A Director 1/27/86 393,500 (c)(f) -0- 3.6%
Age: 68 to present
Morris R.
Massey A Director 6/1/93 15,500 -0- (e)
Age: 65 to present
Doris K.
Backus Secretary-Trea-
Age: 42 surer and a 12/5/91
and a Director to present 80,000 (b)(f) -0- (e)
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All officers and nominees
as a group (five persons) 1,372,400 -0- 12.5%
========= ===== =====
- ---------------
(a) Each director's term expires at the Meeting.
(b) Represents shares over which the named individual has sole voting and
investment powers.
(c) Includes some shares held jointly with spouse.
(d) These shares are held jointly with spouse.
(e) Less than 1%.
(f) Includes exercisable options issued pursuant to the Employees' Non-
Qualified Stock Option Plan.
John D. Traut received a B.S. degree in Geology from the University of
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Wyoming in 1951. Mr. Traut was employed as a petroleum geologist for Marathon
Oil Company from 1951 to 1974. While employed with Marathon, he was engaged in
oil and gas exploration programs throughout the Rocky Mountains and in Guatema-
la. From 1974 until formation of the Company in November, 1979, he was an
independent consulting geologist in Casper, Wyoming. Mr. Traut is a member of
the Wyoming Geological Association, of which he served as President during 1973.
He is also a member of the American Association of Petroleum Geologists, and is
a Fellow in the Geological Society of America.
Tom N. Richardson graduated from the University of Wyoming in 1972 with a
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B.S. degree in Business Administration. From 1976 to 1980, he worked as a
Landman and Contracts Supervisor for Gulf Oil Corporation in Casper, Wyoming.
In 1980, he joined the Company as Manager of Land. He was elected President and
Chief Financial Officer of the Company in March of 1994. He is currently the
<PAGE>
Treasurer of the Petroleum Association of Wyoming and also serves on its
executive committee. He is a Certified Professional Landman, a member of the
Wyoming Association of Petroleum Landmen and a member of the American
Association of Petroleum Landmen.
William P. Gruman holds B.S. and M.S. degrees in Petroleum Geology from the
-----------------
University of Oklahoma. From 1954 to 1980 he was employed by Marathon Oil
Company as an exploration geologist in the northern Rocky Mountain area of the
U.S. and in the Canadian Sedimentary Basins of Western Canada. Mr. Gruman
served as Northern Area Exploration Supervisor at Marathon Oil Company's Casper,
Wyoming office from 1977 to 1980. He was Vice President of Exploration and a
Director of Paintbrush Petroleum Corporation from 1980 to 1985, where he
originated oil and gas prospects in the Northern Rockies and the Pacific
Northwest. Mr. Gruman has served as President of the North Dakota Geological
Society and is currently a member of the Wyoming Geological Association and the
American Association of Petroleum Geologists.
Morris R. Massey received a B.A. degree from the University of Wyoming in
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1956 and a law degree in 1958. From 1958 to the present, he has been associated
with the law firm of Brown, Drew, Massey & Sullivan in Casper, Wyoming, and is
presently the senior active partner in the firm. His practice is concentrated
in the business and commercial areas and in the natural resource area.
Doris K. Backus graduated from the National College of Business in 1974
---------------
with an Associate's Degree as a legal secretary. She has over 20 years
experience in various areas of the oil and gas business and has been employed by
the Company since 1983.
No family relationship exists between or among any of the nominees and
executive officers of the Company. Except as disclosed above, none of the
nominees are directors of any other company having a class of equity securities
registered under or required to file periodic reports pursuant to the Securities
Exchange Act of 1934, as amended, or any company registered as an investment
company under the Investment Company Act of 1940, as amended.
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors held eight meetings during fiscal 1996. All
directors were present for the meetings. In addition, the Board acted by
unanimous written consent on one occasion. The Company's officers have made a
practice of keeping its directors informed of corporate activities by personal
meetings and telephone discussions.
At the present time the Company has no nominating, executive or similar
committees. The Company has an audit committee currently consisting of Messrs.
Massey and Gruman and a compensation committee currently consisting of Messrs.
Traut, Richardson and Massey. The Company has an administrative committee
currently consisting of Messrs. Traut, Richardson and Massey. The
administrative and compensation committees did not meet during the past fiscal
year. The audit committee met once during the past fiscal year.
Based solely upon a review of Forms 3, 4 and 5 and amendments thereto
furnished to the Company during the fiscal year ended June 30, 1996, the Company
is unaware of any officer, director or beneficial owners of more than 10% of the
Company's Common Stock who failed to file reports required by Section 16 of the
Securities Exchange Act of 1934.
<PAGE>
EXECUTIVE COMPENSATION
Compensation
The following table presents the aggregate compensation which was earned by
the Chief Executive Officer for the past fiscal year. No employee of the
Company earned total annual salary and bonus in excess of $100,000. There has
been no compensation awarded to, earned by or paid to any employee required to
be reported in any table or column in any fiscal year covered by any table,
other than what is set forth in the following table.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Other Restrict
Name and Annual ed Stock LTIP All Other
Principal Fiscal Compen- Award(s) Options Payouts Compen-
Position Year Salary($) Bonus($) sation($) ($) SARs (#) ($) sation ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Tom N. 1996 $52,500 -0- - 7,813 - - -
Richardson
</TABLE>
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
<CAPTION>
Number of Value of Unexercised
Shares Unexercised Options/ In-the-Money Options/
Acquired on SARs at FY-END(#) SARs at FY-END($)
Name Exercise(#) Value Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
<S> <C> <C> <C> <C>
Tom N. - - - -
Richardson
</TABLE>
Total remuneration to be paid to executive officers of the Company during
the fiscal year ending June 30, 1997 is expected to be approximately $83,000.
The Company has no pension, profit sharing or bonus plans. The Company has
an employees' non-qualified stock option plan.
Certain Transactions
During the fiscal year ended June 30, 1996, the Company paid rent of
approximately $10,278 to Mr. Traut for office space (1,541 square feet). Also,
the Company leased additional space (1,733 square feet) for approximately
$11,562 from a partnership of which Mr. Traut is one of four general partners.
During fiscal 1997, the Company will lease all of its office facilities
from a general partnership of which Mr. Traut is one of four general partners
(1,733 square feet). All of the Company's office space will be rented on a
monthly basis during fiscal 1997. The Company believes that the rental rates
during fiscal 1996 and fiscal 1997 are comparable to those which could be
obtained from a non-affiliated third party.
Other than as set forth above, no officer, director or principal
shareholder of the Company has or proposes to have any direct or indirect
material interest by security holdings, contracts or otherwise in the Company or
in any assets proposed to be acquired by the Company or in any purchase, the
value of which will be affected by the operations of the Company.
<PAGE>
PROPOSAL TO RATIFY THE SELECTION OF
HOCKER, LOVELETT, HARGENS & YENNIE, P.C.
The certified public accounting firm of Hocker, Lovelett, Hargens & Yennie,
P.C., has audited the accounts and financial statements of the Company since its
inception.
Although ratification by shareholders of the appointment of Hocker,
Lovelett, Hargens & Yennie, P.C. is not required by Wyoming corporate law or the
Company's Articles of Incorporation or Bylaws, the Board of Directors feels a
decision of this nature should be made with the consideration of the Company's
shareholders. If shareholder approval is not received, the Board of Directors
will reconsider the appointment.
It is expected that a representative of Hocker, Lovelett, Hargens & Yennie,
P.C., will be present at the Meeting and will be given an opportunity to make a
statement if he desires to do so. It is also expected that the representative
will be available to respond to appropriate questions from shareholders.
A vote for this proposal is recommended by the Board of Directors.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before the
Meeting; if other matters properly come before the Meeting, it is the intention
of the persons named in the solicited proxy to vote such proxy in accordance
with their judgment.
No compensation will be paid to any person in connection with solicitation
of proxies. Brokers, banks, and other entities will be reimbursed for out-of-
pocket and reasonable clerical expenses incurred in obtaining instructions from
beneficial owners of the Company's Common Stock. Special solicitation of
proxies may in certain instances be made personally or by telephone by officers
and employees of the Company and by employees of certain banking and brokerage
houses. All expenses, estimated to be normal in connection with this
solicitation, will be borne by the Company.
ANNUAL REPORT AND FINANCIAL STATEMENTS
You are referred to the Company's annual report, including financial
statements, for the fiscal year ended June 30, 1996, enclosed herewith for your
information. The annual report is not incorporated in this proxy statement and
is not to be considered part of the soliciting material.
DEADLINE OF RECEIPT OF SHAREHOLDER PROPOSALS
FOR ANNUAL MEETING SCHEDULED TO BE HELD IN DECEMBER 1997
Any proposal by a shareholder to be presented at the Company's Annual
Meeting of Shareholders scheduled to be held in December 1997 must be received
at the offices of the Company, Suite 101, 777 North Overland Trail, Casper,
Wyoming 82601, no later than July 7, 1997.
<PAGE>
PROXY PROXY PROXY
TYREX OIL COMPANY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned shareholder of Tyrex Oil Company acknowledges receipt of
the Notice of Annual Meeting of Shareholders, to be held Thursday, December 5,
1996, at 10:00 a.m., at the offices of the Company, 777 North Overland Trail,
Suite 101, Casper, Wyoming, and hereby appoints John D. Traut or Doris K.
Backus, 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)
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Authority to vote for the election of the five nominees listed below, with
discretionary authority to 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
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(INSTRUCTION: TO WITHHOLD FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH
THE NOMINEE'S NAME IN THE LIST BELOW)
John D. Traut Votes Tom N. Richardson Votes
----- -----
William P. Gruman Votes Morris R. Massey Votes
----- -----
Doris K. Backus Votes
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2. Proposal to approve the appointment of Hocker, Lovelett, Hargens & Yennie,
P.C. as the independent auditors of the Company for the fiscal year ending
June 30, 1997.
FOR AGAINST ABSTAIN
----- ----- -----
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 and 2.
Dated this day of , 1996.
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Signature
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Signature
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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.
PLEASE SIGN, DATE AND RETURN THIS PROXY
IMMEDIATELY.
NOTE: Securities Dealers please state the number
of shares voted by this proxy
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<PAGE>
