<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
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 Section 240.14a-11(c) or Section
240.14a-12
Roseland Oil & Gas, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Roseland Oil & Gas, Inc.
- --------------------------------------------------------------------------------
(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)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(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):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / 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:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
ROSELAND OIL & GAS, INC.
1720 NORTHWEST HIGHWAY, STE. 320
GARLAND, TEXAS 75041
(972) 686-0369
----------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 24, 1998
----------------------
To the Stockholders of Roseland Oil & Gas, Inc.:
As a stockholder of Roseland Oil & Gas, Inc., an Oklahoma corporation
(the "Company"), you are hereby given notice of and invited to attend in
person or by proxy the Annual Meeting of Stockholders of the Company (the
"Meeting") to be held at the Holiday Inn Select L.B.J. Northeast, 11350
L.B.J. Freeway @ Jupiter Road, Dallas, Texas for the following purposes:
1. To elect five members to the Company's Board of Directors to
hold office until the next annual meeting and until their
successors are elected and qualified;
2. To ratify the selection of The Strategem Group, Inc., as the
Company's independent auditors for the fiscal year ending June
30, 1998; and
3. To transact such other business as may properly come before the
Meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on May 14, 1998 as
the record date (the "Record Date") for the determination of stockholders
entitled to notice of and to vote at the Meeting and any adjournments
thereof. Only stockholders of record as of the close of business on the
Record Date are entitled to notice of and to vote at the Meeting and any
adjournments thereof. The transfer books of the Company will not be closed.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. HOWEVER, WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING, THE COMPANY DESIRES TO HAVE THE MAXIMUM
REPRESENTATION AT THE MEETING AND RESPECTFULLY REQUESTS THAT YOU SIGN, DATE
AND MAIL PROMPTLY THE ENCLOSED PROXY CARD IN THE POSTAGE PAID ENVELOPE
PROVIDED. NO ADDITIONAL POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES
OF AMERICA. A PROXY MAY BE REVOKED BY A STOCKHOLDER AT ANY TIME PRIOR TO ITS
USE AS SPECIFIED IN THE ENCLOSED PROXY STATEMENT.
BY ORDER OF THE BOARD OF DIRECTORS
Stacy Hacker, Secretary
Garland, Texas
May 18, 1998
YOUR VOTE IS IMPORTANT.
PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED PROXY CARD IN
THE POSTAGE PAID ENVELOPE PROVIDED.
<PAGE>
ROSELAND OIL & GAS, INC.
1720 NORTHWEST HIGHWAY, STE. 320
GARLAND, TEXAS 75041
--------------------
PROXY STATEMENT
1998 ANNUAL MEETING OF STOCKHOLDERS
JUNE 24, 1998
--------------------
GENERAL
This Proxy Statement and the enclosed Proxy are solicited on behalf of
Roseland Oil & Gas, Inc. (the "Company") for use at the Annual Meeting of
Stockholders (the "Meeting") to be held June 24, 1998, at the time and place
and for the purposes set forth herein and in the accompanying Notice of
Annual Meeting of Stockholders (the "Notice"), or any adjournment(s) of the
Meeting.
These proxy solicitation materials are being mailed on or about June 1,
1998 to holders of the issued and outstanding shares (the "Shares") of the
Company's common stock, par value $0.05 per share (the "Common Stock"),
entitled to vote at the Meeting.
RECORD DATE AND PRINCIPAL STOCKHOLDERS
Stockholders of record at the close of business on May 14, 1998 (the
"Record Date") are entitled to notice of and to vote at the Meeting. On the
Record Date, there were issued and outstanding 17,530,847 shares of Common
Stock. There is no other class of voting security of the Company issued or
outstanding. For information regarding security ownership by management and
certain other holders of the Common Stock, see "Security Ownership of Certain
Persons."
REVOCABILITY OF PROXIES
Any stockholder of the Company has the unconditional right to revoke his
or her proxy at any time prior to the voting thereof by any act inconsistent
with the proxy, including notifying the Secretary of the Company of such
revocation in writing, executing a subsequent proxy or attending at the
Meeting and casting a contrary vote. However, no revocation shall be
effective unless notice of such revocation has been received by the Company
at or prior to the Meeting.
VOTING AND SOLICITATION
Pursuant to the Certificate of Incorporation of the Company, each share
of Common Stock entitles the holder thereof to one vote on any matter
requiring a vote by the Company's stockholders that properly comes before the
stockholders at the Meeting or any adjournments. The Company's Bylaws and
the Oklahoma General Corporation Law (the "OGCL") require an affirmative vote
or written consent of a plurality of the outstanding Shares present in person
or by proxy and entitled to vote at the Meeting to elect directors.
<PAGE>
Shares represented by valid proxies will be voted in accordance with the
stockholder's instructions, or, in the absence of instructions, will be deemed
to grant authority to vote:
1. FOR the election of the five nominees listed under "Election of
Directors" as nominees of the Company for election as directors;
2. FOR the ratification of the selection of The Strategem Group,
Inc. as the Company's independent auditors for the fiscal year
ending June 30, 1998.
The Company is unaware of any additional matters not set forth in the
Notice of Annual Meeting of Stockholders that will be presented for
consideration at the Annual Meeting. If any other matters are properly
brought before the Meeting or any adjournments thereof and presented for a
vote of the stockholders, the persons named in the proxy will vote in
accordance with their best judgment upon such matters, unless otherwise
restricted by law.
Any stockholder who is present in person or by proxy at the Meeting but
who abstains from voting shall be counted for purposes of determining whether
a quorum exists, but an abstention shall not be counted as an affirmative
vote with respect to any matter. Stockholders are not entitled to cumulate
their votes in the election of directors or with respect to any matter, and
are not entitled to vote for a greater number of persons than the number of
nominees named in this Proxy Statement. Abstentions and broker non-votes will
be deemed not to have been cast and will have no legal effect in the election
of directors.
Stockholder ratification is not required for the selection of The
Strategem Group, Inc. as the Company's independent auditors for the fiscal
year ending June 30, 1998, because the Board of Directors has responsibility
for selection of the Company's independent auditors. The selection is being
submitted for ratification with a view toward soliciting the opinion of
stockholders, which opinion will be taken into consideration in future
deliberations.
The stockholders of the Company have no appraisal rights under the
Oklahoma General Corporation Law, the corporation law statute of the
Company's place of incorporation, or under any other statute or regulation,
with respect to the matters specified in the Notice.
The cost of solicitation of proxies will be borne by the Company. In
addition to the use of the mails, proxies may also be solicited by personal
interview, facsimile transmission, and telephone by directors, officers,
employees, and agents of the Company. The Company will also supply brokers,
nominees, or other custodians with the number of Proxy forms, Proxy
Statements, and Annual Reports they may require for forwarding to beneficial
owners.
PROPOSALS OF STOCKHOLDERS AT NEXT ANNUAL MEETING OF STOCKHOLDERS
The Company anticipates holding its next annual meeting of stockholders
on or about June 30, 1999. Proper proposals submitted by a stockholder in
accordance with applicable rules and regulations for presentation at the
Company's next annual meeting of stockholders that are received by January
31, 1999, at the Company's principal executive office, 1720 Northwest
Highway, Ste. 320, Garland, Texas 75041, Attention: Secretary, will be
included in the Company's proxy statement and form of proxy for that meeting.
PROPOSAL ONE
ELECTION OF DIRECTORS
<PAGE>
The number of directors authorized by the Company's Bylaws is currently
fixed at fifteen, with the exact number to be fixed from time to time by the
Board of Directors. The Board of Directors has fixed the number of directors
at five. Five directors are proposed to be elected at the Meeting. All five
directors proposed to be elected will hold office until the next annual
meeting of stockholders and until their successors shall be elected and shall
qualify. Proxies in the accompanying form will be voted FOR the five
nominees, except where authority is specifically withheld by the stockholder.
All nominees are presently directors of the Company. If any nominee should
become unable to accept election, votes will be cast pursuant to the
accompanying Proxy for a substitute as may be designated by the Board of
Directors. The nominees have indicated that they are willing and able to
serve as directors. The nominees were nominated for election to the Board of
Directors by the current Board of Directors.
NOMINEES FOR DIRECTORS
The following table sets forth the name and age of each nominee and the
period during which each has served as a director of the Company:
<TABLE>
NAME AGE POSITION WITH ROSELAND DIRECTOR SINCE
------ --- --------------------- --------------
<S> <C> <C> <C>
William Vandever 72 Chairman of the Board 1991
Calvin Wallen III 43 President & Chief Executive Officer 1997
Gene Howard 71 Director 1991
Jon S. Ross 34 Director 1998
Stacy Hacker 40 Director 1997
</TABLE>
WILLIAM G. VANDEVER has served as the Chairman of the Board, Chief Executive
Officer and President of the Company from August 1991 until December 1997 and
continues to serve as the Chairman of the Board. His business experience as
a Corporate Chief Executive includes oil and gas, banking, finance, real
estate, retailing and insurance. Over the past fifteen years, he has drilled
over two hundred wells in Oklahoma, Texas, Kansas, Arkansas and Ohio. He
served as President of Professional Investors Life Insurance Company
("PILIC"), Bonneville Life Insurance Company, Thurston Fire and Casualty
Company and Progress Life and Accident Company, all insurance companies based
in Tulsa, Oklahoma from 1990 through 1992 when PILIC was sold to a third
party. Mr. Vandever served as a director of EntreCap from 1991 to August
1992 and as a director of Hinderliter Industries, Inc. from 1991 until August
1992. For more than the past five years, Mr. Vandever has served as an
officer and/or director of Kansas Energy Corporation, Mohawk Oil and Gas
Corporation, Tulsa Petroleum Corporation and William G. Vandever Company, Inc.
GENE C. HOWARD is the Senior Partner of the law firm of Howard and Widdows,
P.C. of Tulsa, Oklahoma and has been engaged primarily in the private
practice of law over the past thirty five years. Mr. Howard served in the
Oklahoma State Senate from 1964 through 1982 and was President Pro Tem from
1975 through 1981. In addition, he served as the Chairman of the Board of
Farmers and Exchange Bank from 1972 through 1991 and on the Board of
Directors of Local Federal Bank of Oklahoma. Mr. Howard is a Director of the
Oklahoma State Education and Employment Group Insurance Board and presently
acts as Chairman. Mr. Howard served as Director of EntreCap and Hinderliter
corporations from 1991 to August of 1992. He is also a Chairman of the Board
of Philadelphia Mortgage Trust ("PMT"). The firm of Howard and Widdows, P.C.
represents PMT.
JON S. ROSS has served as a director of the Company since April 1998. Mr.
Ross is a practicing attorney in Dallas, Texas specializing in the
representation of over fifty corporate entities within the past eight years.
He has served on several community and not-for-profit committees and Boards
and has been asked to speak to corporate and civic leaders on a variety of
corporate law topics. Mr. Ross graduated from St. Mark's School of Texas
with
<PAGE>
honors in 1982 and graduated from the University of Texas at Austin in 1986
with a B.B.A. in Accounting. He then graduated from the University of Texas
School of Law in 1989 attaining a Juris Doctorate degree.
CALVIN A. WALLEN III is the President and Chief Executive Officer of the
Company. Mr. Wallen has over 20 years of experience in the oil and gas
industry working as a drilling and petroleum engineer. He was employed by
Superior Oil and various other drilling contractors including Resource, Tom
Brown and Rowan International. He assisted in the design and construction of
several land rigs with advanced drilling systems and has domestic and
international experience in drilling engineering. While employed by Rowan
International, Mr. Wallen gained experience in drilling high angle
directional wells at Prudhoe Bay on contract to Arco. In 1982 Mr. Wallen
began acquiring and developing oil and gas properties, forming a production
company that has evolved into Tauren Exploration, Inc. Mr. Wallen did his
undergraduate engineering studies at Texas A&M University in College Station,
Texas.
STACY HACKER has served as a director since December 1997. Mr. Hacker has
over fifteen years experience in the international business and finance
arena. He has taken the lead in the financial and corporate development of
several international business entities and has orchestrated the development
and sale of a large international company. Mr. Hacker has developed
instrumental relationships inside the international finance markets.
There are no family relationships among any of the directors or executive
officers of the Company. See "Certain Relationships and Related
Transactions" for a description of transactions between the Company and its
directors, executive officers or their affiliates.
VOTE REQUIRED
The five nominees receiving the highest number of affirmative votes of
the shares present or represented and entitled to vote for them shall be
elected as directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
ELECTION OF THE NOMINEES FOR DIRECTOR.
BOARD MEETINGS AND COMMITTEES
Each director is elected to serve until the next annual meeting of
stockholders or until the director's successor is duly elected and qualified.
Officers serve at the discretion of the Board of Directors.
BOARD OF DIRECTORS AND MEETINGS
During the fiscal year ended June 30, 1997, the Board of Directors held
four meetings. Each director attended at least 75% of the aggregate number
of meetings held by the Company's Board of Directors during the fiscal year
ended June 30, 1997.
COMPENSATION OF DIRECTORS
The members of the Board of Directors do not receive cash compensation in
connection with their service but are entitled to reimbursement for their
expenses incurred in connection with attendance at meetings of the Board of
<PAGE>
Directors.
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are as follows:
<TABLE>
NAME AGE POSITION WITH ROSELAND
---- --- ----------------------
<S> <C> <C>
Calvin Wallen III 43 President, Chief Executive Officer, Chief Financial
Officer, Director
Stacy Hacker 40 Secretary
</TABLE>
Information concerning the business experience of Messrs. Wallen and Hacker is
provided under the caption Election of Directors" above.
SECURITY OWNERSHIP OF CERTAIN PERSONS
SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND
PRINCIPAL STOCKHOLDERS
The record date for the determination of the Stockholders entitled to
notice of and to vote at the Meeting has been established by the Board as the
close of business on May 14, 1998 (the "Record Date"). As of the Record
Date, there were issued and outstanding 17,530,847 shares of Common Stock.
There is no other class of voting security of the Company issued or
outstanding.
The following table sets forth the number of shares of the Company's
Common Stock beneficially owned, as of May 14, 1998, by (i) each person
known to the Company to own more than 5% of the Common Stock of the Company
(the only class of voting securities now outstanding), (ii) each of the
nominees for director, (iii) each executive officer named in the Summary
Compensation Table (the "Named Officers") and (iv) all nominees, Named
Officers and other executive officers as a group. Unless otherwise
indicated, the number of shares and percentage of ownership of Common Stock
for each of the stockholders set forth below assumes that shares of Common
Stock that the stockholder may acquire within sixty days of the Record Date
are outstanding.
<PAGE>
<TABLE>
NUMBER APPROXIMATE
NAME AND ADDRESS OF SHARES PERCENT OF CLASS
---------------- --------- ----------------
<S> <C> <C>
Calvin Wallen III 9,515,000 /1/ 54.3%
1720 Northwest Highway, Ste. 320
Garland, TX 75041
William G. Vandever 1,167,433 /2/ 6.7%
1724 East 15th St.
Tulsa OK 74104
William Bruggeman 3,529,694 /3/ 20.1%
20 Anemone Circle
North Oaks, MN 55127
Gene Howard 322,245 /4/ 1.8%
2402 East 29th St.
Tulsa, OK 74114
Stacy Hacker 0 /5/ *
1720 Northwest Highway, Ste. 320
Garland, OK 75041
Jon S. Ross 0 /6/ *
1720 Northwest Highway, Ste. 320
Garland, OK 75041
All officers and directors
as a group (6 persons): 14,534,372 /7/ 82.9%
</TABLE>
*Less than one percent.
/1/ Includes 2,500,000 shares held by Earthstock Resources, Inc., a company
controlled by Mr. Wallen
/2/ Includes 957,433 shares presently held by Mr. Vandever's wife, Margaret, of
which Mr. Vandever claims no beneficial ownership
/3/ Includes 500,000 shares held by Diversified Dynamics Corp., a company
controlled by Mr. Bruggenman and 2,500,000 shares held jointly by William
Bruggeman & Ruth Bruggeman JTWROS
/4/ All 322,245 shares are held by Mr. Howard's wife, Belva, of which Mr.
Howard claims no beneficial ownership
/5/ Mr. Hacker is a current director and presently owns no stock
/6/ Mr. Ross is a current director and presently owns no stock
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires that the Company's officers, directors and persons who own more than
ten percent (10%) of a registered class of the Company's equity securities
file reports of ownership and changes in ownership with the Securities and
Exchange Commission (the "SEC"). Officers, directors and greater than ten
percent (10%) stockholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file. Based solely on
its review of the copies of all such forms received by it, or written
representations from certain reporting persons, no Form 5s were required for
those persons.
COMPENSATION OF EXECUTIVE OFFICERS
The total compensation for the three fiscal years ended June 30, 1997,
for William Vandever, the Company's former Chief Executive Officer and Calvin
Wallen III, the Company's current Chief Executive Officer is set forth below
in the following Summary Compensation Table. No other person received cash
compensation in excess of $100,000 during the fiscal year ended June 30. 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
Fiscal Annual
Name Position Year Salary
---- -------- ---- ------
<S> <C> <C> <C>
William G. Vandever, Chairman of the Board, (Past) 1997 40,500
President, CEO 1996 72,000
1995 72,000
Calvin Wallen III, Director, President, CEO (Current) 1997* 0
1996 0
</TABLE>
- ------------------------
* Elected in December 1997
OPTION GRANTS DURING 1997 FISCAL YEAR
During the fiscal year ended June 30, 1997, no options were granted to
the Named Executive Officers.
<PAGE>
EMPLOYMENT AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
In November 1991, the Board of Directors approved employment agreements
between the Company and Messrs. Vandever and J. Howard.
The Company entered into an employment agreement with William G. Vandever
for a term of seven (7) years which provides for a base salary of $72,000
together with a bonus equal to 4% of net pre-tax cash flow from operations up
to $1.0 million and 5% of net pre-tax cash flow from operations (excluding
income and expenses from the HiLand Properties) over $1.0 million.
Additionally, the agreement provided for the issuance of 60,000 restricted
common shares of the Company valued at $0.10 per share, the trading price as
of the date of issue.
The Company entered into an employment agreement with Joseph T. Howard
for a term of seven (7) years which provides for a base salary of $45,000
together with a bonus equal to 2% of the net pre-tax cash flow from
operations up to $1.0 million and 2.5% of the net pre-tax cash flow from
operations (excluding income and expenses from the HiLand Properties) over
$1.0 million. Additionally, the agreement provided for the issuance of
60,000 restricted common shares of the Company valued at $0.10 per share, the
trading price as of the date of issue. Mr. Howard served as the Company's
General Council. In December, 1997, Mr. Howard and the Company reached a
substitutive agreement by which the Company agreed to terminate Mr. Howard's
employment agreement and to requite Mr. Howard for any unpaid compensation
under the terms of his contract by assignment of certain assets of the
Company. As of May 1, 1998, this transaction had not been implemented.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In January 1993, the Company purchased the building located in Tulsa,
Oklahoma where it previously leased office space. The purchase price of the
2,200 square foot facility was approximately $200,000. The Company assumed a
mortgage on the property of approximately $121,000 and issued 789,288 shares
of restricted common stock. The property was purchased from Margaret
Vandever, the wife of William Vandever, President, Chief Executive Officer
and a Director of the Company. The purchase price and terms constituted fair
market value had the property been purchased from an unrelated third party.
In December 1997, the Board of Directors approved the disposal of the
property located in Tulsa, Oklahoma and the moving of the corporate offices
to Dallas, Texas following the execution of a Stock Purchase Agreement (see
Item 5. of the 10-Q dated 12-31-97).
In January 1993, the Company purchased an interest in an oil and gas
lease in Creek County, Oklahoma from South Central Energy for approximately
$65,000. The Company issued 644,490 shares of restricted common stock to
South Central Energy as full payment for the interest in the lease. South
Central Energy is owned by Margaret Vandever, the wife of William G. Vandever
and Velva Howard, the wife of Gene C. Howard. Both Mr. Vandever and Mr.
Howard are Directors of the Company.
PROPOSAL TWO
RATIFICATION OF INDEPENDENT ACCOUNTANTS
William Matthews, C.P.A., S.C., independent certified public accountants,
served as independent auditors for the Company for the fiscal year ended June
30, 1997, and has reported on the Company's consolidated financial
statements. Due to the moving of the Corporate Offices of the Company from
Tulsa, Oklahoma to Dallas, Texas, the Board of Directors has selected The
Strategem Group, Inc. as the Company's independent auditors for the fiscal
year ending June 30, 1998, and recommends that the stockholders ratify this
selection. The Board of Directors has been advised that The Strategem Group,
Inc. has no relationship with the Company or its subsidiaries.
<PAGE>
While stockholder ratification is not required for selection of The
Strategem Group, Inc. because the Board of Directors has the responsibility
for selection of the Company's independent auditors, the selection is being
submitted for ratification at the Meeting with a view toward soliciting the
stockholders' opinion thereon, which opinion will be taken into consideration
in future deliberations.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF THE STRATEGEM GROUP, INC. AS THE COMPANY'S
INDEPENDENT ACCOUNTANTS.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-KSB
A copy of the Company's Annual Report on Form 10-KSB containing audited
financial statements accompanies or has preceded this proxy statement. The
Annual Report does not constitute a part of the proxy solicitation material.
OTHER MATTERS
As of the time this proxy statement was printed, neither management nor
the Board of Directors is aware of any matter to be presented for action at
the Meeting other than matters set forth herein. If any other matters
requiring a vote of stockholders are properly brought before the Meeting, the
proxies in the enclosed form confer on the person or persons entitled to vote
the shares represented by such proxies discretionary authority to vote the
shares in accordance with their best judgment in the interest of the Company.
It is the intention of the persons named in the enclosed proxy to vote the
shares they represent as the Board of Directors may recommend.
It is important that your shares be represented at the meeting,
regardless of the number of shares you hold and whether you intend to attend
the meeting. You are therefore urged to complete, date, execute and return,
at your earliest convenience, the accompanying proxy card in the postage paid
envelope which has been enclosed.
FOR THE BOARD OF DIRECTORS OF
ROSELAND OIL & GAS, INC.
CALVIN A. WALLEN III
CHIEF EXECUTIVE OFFICER AND PRESIDENT
Garland, Texas
June 1, 1998
<PAGE>
APPENDIX A
NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT
--------------------
JUNE 24, 1998
GARLAND, TEXAS
--------------------
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
<PAGE>
ROSELAND OIL & GAS, INC.
PROXY
FOR ANNUAL MEETING OF THE STOCKHOLDERS OF
ROSELAND OIL & GAS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints CALVIN A. WALLEN III and STACY HACKER, and
each of them, with full power of substitution, as proxies to vote the shares
which the undersigned is entitled to vote at the Annual Meeting of the
Stockholders of the Company to be held at Holiday Inn Select L.B.J.
Northeast, 11350 L.B.J. Freeway @ Jupiter Road, Dallas, Texas on June 24,
1998 at 1:00 p.m. and at any adjournments thereof.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
This proxy when properly signed will be voted in the manner directed herein
by the undersigned shareholder. Please mark your votes as in this example
using dark ink only. [X]
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR EACH PROPOSAL.
<TABLE>
FOR Election NOT FOR Election
of directors of directors
<S> <C> <C>
1. Election of directors: William G. Vandever, [ ] [ ]
Calvin A. Wallen III, Gene C. Howard, Jon S.
Ross and Stacy Hacker.
- --------------------------------------------------------
Vote withheld from the nominee(s) listed in space above.
</TABLE>
FOR Ratification NOT FOR Ratification ABSTAIN
[ ] [ ] [ ]
2. Ratification of The Strategem Group, Inc. as independent accountants for
fiscal year ending June 30, 1998.
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by an authorized person.
Signature Title:
---------------------------- ----------------------------
Signature if held jointly Dated: , 1998
----------------------------- ------
Please Print Name
-----------------------------------------------------------
