EQUITY OIL COMPANY
P.O. BOX 959 SALT LAKE CITY, UT 84110-0959
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 8, 1996
Notice is hereby given that the Annual Meeting of Stockholders of Equity
Oil Company will be held at the Company's executive office, Suite 806, 10 West
Third South, Salt Lake City, Utah, 84101, on the 8th day of May, 1996 at 2:00
p.m., to consider and act upon the following matters:
1. To elect two directors to hold office for three years and until the
Annual Meeting of Stockholders in 1999 or until their successors are duly
elected and qualified.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on March 22, 1996,
as the record date for the determination of stockholders entitled to notice of
and to vote at the meeting or any adjournment thereof. The transfer books will
not be closed. You are cordially invited to attend the meeting. In the event you
will be unable to attend, you are respectfully requested to sign, date and
return the enclosed proxy in the return envelope at your earliest convenience.
BY ORDER OF THE BOARD OF DIRECTORS
CLAY NEWTON, Secretary
PROXY STATEMENT
This Proxy Statement is furnished to Stockholders of Equity Oil Company in
connection with the solicitation of proxies by the Board of Directors of the
Company to be used in voting at the Annual Meeting of Stockholders to be held
May 8, 1996, at 2:00 p.m. at the Company's executive offices, Suite 806, 10 West
Third South, Salt Lake City, Utah, or at any adjournment of said meeting. The
Company's Annual Report is enclosed in the envelope. The approximate date on
which the Proxy Statement and the form of Proxy will be first sent to
Stockholders is April 1, 1996. The shares represented by valid proxies will, if
received by the Company in time for the meeting, be voted as authorized by such
proxies. If no instructions are given, the Shareholders' shares will be voted in
favor of the Directors named, and upon such other business as may properly come
before the meeting and any adjournment thereof. Each proxy is revocable at any
time before it is voted. Only holders of common stock of record at the close of
business on March 22, 1996 will be entitled to vote at the Meeting of
Stockholders. On that date, the Company had issued and outstanding 12,717,600
shares of common stock, par value $1.00, which is the only class of securities
of the Company. All outstanding shares of said stock are entitled to vote. Each
shareholder of record entitled to vote shall have one vote for each share of
stock standing in the shareholders' name on the books of the Company, except
that for the election of directors, each shareholder shall have the right to
vote all such shareholders' votes for as many persons as there are directors to
be elected and for whose election such shareholder has the right to vote.
Cumulative voting is not allowed under the Restated Articles of Incorporation of
the Company.
EXPENSES OF SOLICITATION
The expense of soliciting proxies, including costs of preparing, assembling
and mailing of the notice, proxy, and proxy statement will be paid by the
Company. The Company has engaged D. F. King & Co., Inc., New York, to assist in
the soliciting of proxies from brokerage firms and others, and for forwarding
the soliciting materials to beneficial owners of stock. It is estimated that up
to $5,000 will be incurred by the Company in connection with the solicitation.
In addition to the use of the mails, proxies may be solicited by personal
interview or by telephone by officers and directors of the Company.
<PAGE>
ITEM 1. ELECTION OF DIRECTORS
The Restated Articles of Incorporation of Equity Oil Company divide the
Board of Directors into three classes with staggered terms of three years.
Accordingly, two directors of the Company are to be elected at the upcoming
Annual Meeting, each to hold office for three (3) years or until 1999. The
proxies solicited in connection with this proxy statement cannot be voted for a
greater number than two directors. Mr. Buzarde is presently a director of the
Company. Information concerning the director nominees to be elected at the
Annual Meeting and the continuing directors and officers is listed below.
Served as
Names, Principal Occupations During the Past Five Years, and Director
Selected Other Information Concerning Nominees for Director Since
- ------------------------------------------------------------ ----------
L.E. BUZARDE, JR. Age - 63 1993
Director Chairman and Chief Executive Officer of Star
Oil and Gas Inc. Mr. Buzarde has extensive experience in
domestic and international oil and gas operations.
P.J. "JACK" BERNHISEL Age - 48
President, owner, and General Manager, European Marble
& Granite Company, 1993 to present. Senior Vice President -
Law and Finance for Kennecott Corporation, 1986 - 1993. Also
served as interim Chairman of Nerco, Inc. Mr. Bernhisel has
extensive experience in oil and gas finance, law, strategy,
and administration, and is an attorney and Certified Public
Accountant.
It is intended that the shares represented by the enclosed proxy will be
voted for the election of the above named nominees, L. E. Buzarde, Jr. and P.J.
"Jack" Bernhisel. In the event that any nominee for director should be
unavailable or unable to serve, which is not anticipated, it is intended that
such shares shall be voted for such substitute nominee as may be selected by the
Board of Directors.
<PAGE>
CONTINUING DIRECTORS AND EXECUTIVE OFFICERS
Served Term
Since Expires
------ -------
PAUL M. DOUGAN Age - 58
Director 1992 1998
President and Chief Executive Officer, Equity Oil Company 1994
President and Director, Symskaya Exploration, Inc.
Mr. Dougan acted as Corporate Secretary from 1968 until
his appointment as President in January, 1994.
Director, Leucadia National Corporation.
DOUGLAS W. BRANDRUP Age - 55
Director 1975 1998
Chairman of the Board of Directors 1995
Senior Partner, Griggs Baldwin & Baldwin
Attorney at Law - New York City, New York
Director, 3-D Geophysical, Inc.
JOSEPH C. BENNETT Age - 63
Director 1995 1998
Self-employed. Mining and oil and gas investments.
Director, Coeur d'Alene Mines Corporation and Paragon
Petroleum Limited.
DAVID W. ALLEN Age - 70
Director 1972 1997
Retired; formerly independent insurance agent.
WILLIAM D. FORSTER Age - 49
Director 1994 1997
Private investment banker; Chairman and CEO, W. Forster
& Co, Inc. Managing Partner, Stonington Partners Group,
New York. Director, Fortune Petroleum Corporation
CLAY NEWTON Age - 38
Corporate Secretary and Treasurer, Equity Oil Company 1991
Director and Treasurer, Symskaya Exploration, Inc.
OTHER SIGNIFICANT EMPLOYEES
JAMES B. LARSON Age - 34
Manager - Operations
Mr. Larson, a registered petroleum engineer, has served as Manager -
Operations since 1994. He has been employed by the Company for over 10 years.
DAVID M. SEERY Age - 41
Manager - Land and Denver Exploration Office
Mr. Seery has served as Manager - Land since 1994, and Manager - Denver
Exploration Office since the beginning of 1995. Mr. Seery has been employed by
the Company for over 10 years.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
Amount and
Nature of
Title of Beneficial Percent
Class Name Ownership of Class
- --------------------------------------------------------------------------------
Common 1Paul M. Dougan 478,276 3.7
President, Chief Executive Officer
and Director
2Douglas W. Brandrup 231,000 1.8
Chairman of the Board of Directors
and Director
David W. Allen 190,950 1.5
Director
Joseph C. Bennett 3,000 -
Director
William D. Forster 14,000 -
Director
L.E. Buzarde, Jr. 9,000 -
Director Nominee
P.J. "Jack" Bernhisel 5,700 -
Director Nominee
3Clay Newton 64,500 .5
Corporate Secretary and
Chief Financial Officer
4Total Ownership of Directors 996,526 7.7
and Executive Officers as a Group
1 The calculation of beneficial ownership includes 249,000 shares subject
to outstanding options that were exercisable at the table date or within 60 days
of such date; 76,676 shares owned by Mr. Dougan's wife and 31,206 shares held in
a Family Limited Partnership of which Mr. Dougan is the general partner. The
calculation does not include 3,470 shares for which Mr. Dougan's wife acts as
trustee and 309,236 shares owned by Mr. Dougan's married daughters over which
Mr. Dougan has no voting power and concerning which he is not the beneficial
owner.
2 The calculation of beneficial ownership includes 176,000 shares
concerning which Mr. Brandrup disclaims any beneficial ownership, consisting of
185,500 shares owned by various trusts for which Mr. Brandrup acts as trustee
and has shared voting and investment power, and 26,500 shares owned by Mr.
Brandrup's wife and children.
3 The calculation of beneficial ownership includes 63,000 shares subject to
outstanding options that were exercisable at the table date or withing 60 days
of such date.
4 The calculation of beneficial ownership includes 312,000 shares subject
to outstanding options that were exercisable at the table date or within 60 days
of such date.
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and Executive Officers and persons who own more than ten (10%) percent
of the registered class of the Company's equity securities 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.
Officers, Directors and greater than ten (10%) percent shareholders are required
to furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required for the fiscal year ending December 31, 1995, all other
Section 16(a) filing requirements applicable to its Officers, Directors and
greater than ten (10%) percent beneficial owners were complied with.
BOARD COMMITTEES AND MEETINGS
The Board of Directors has an Audit, Compensation, and Nominating
Committee. The Audit Committee reviews internal and external reporting of the
Company, the scope of the independent audit and any comments by the independent
auditors regarding internal controls and accounting procedures, and further
considers management's response to any such comments. The Audit Committee
consists of Mirvin D. Borthick, L.E. Buzarde, Jr., and William D. Forster. The
Audit Committee met once in 1995 to review the work of the independent auditors.
The Compensation Committee evaluates management's performance, reviews and
establishes compensation levels for the Company's executive officers,
administers the Company's cash bonus and incentive stock option plans, and
considers other related matters concerning management motivation and
compensation. The Committee consists solely of outside directors. The members of
the Committee are Douglas W. Brandrup, David W. Allen, Mirvin D. Borthick,
Joseph C. Bennett, L.E. Buzarde, Jr., and William D. Forster. The Committee met
twice in 1995.
The nominating committee interviews, nominates and recommends individuals
for membership on the Company's board of directors. The entire Board of
Directors acts as a nominating committee. By February 1 of each year, candidates
are nominated for directorships to be filled. Candidates can be suggested by
board members or stockholders. There is no specific procedure to be followed by
security holders in submitting recommendations to the board. In selecting a
candidate, consideration is given to the skills and characterisitics required of
board members in the context of the current makeup of the board and business of
the Company.
The Board of Directors held seven meetings in 1995. No director attended
less than 75% of the meetings.
COMPENSATION OF DIRECTORS
Non-Employee Directors were each paid a retainer fee in the amount of
$4,000 on December 31, 1995. In addition, fees of $500 were paid for each of the
regular meetings attended in 1995. Each non-employee director was granted 2,000
shares of the Company's common stock as additional compensation, as provided for
under the 1993 Incentive Stock Option Plan. The Chairman of the Board receives
additional fees of $2,000 per month.
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following information is furnished for the years ended December 31,
1995 1994 and 1993 respectively, for the Company's President and Chief Executive
Officer and each of the other executive officers of the Company whose salary and
bonus exceeded $100,000 during 1995.
<TABLE>
<CAPTION>
Long Term Compensation
-------Annual Compensation------ ----------Awards--------- ---Pay outs---
Other Annual Restricted Options/ All Other
Name and Principal Position Year Salary($) Bonus($) Compensation Stock Awards
SAR's(1)(#) LTIP Payouts($) Compensation(2)($)
- --------------------------- ---- --------- -------- ------------ ------------ ----------- --------------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Paul M. Dougan(3)(4) 1995 $200,000 $80,000 - - 35,000 - $31,148
President and 1994 $175,000 $35,000 - - 70,000 - $26,250
Chief Executive Officer 1993 $145,000 - - - 68,000 - $22,387
Clay Newton(4) 1995 $ 87,000 $34,800 - - 9,000 - $14,198
Corporate Secretary and 1994 $ 80,000 $16,000 - - 18,000 - $12,622
Chief Financial Officer 1993 $ 72,000 - - - 10,000 - $11,422
<FN>
NOTES
(1) Does not include SARs as follows: (I) Mr. Dougan 25,000; (ii) Mr. Newton,
3,000; SARs are issued in tandem with non-qualified options, either of which,
but not both, may be exercised. See Options Granted table for more information.
(2) The amounts shown in this column for the last fiscal year include the
following: (I) Mr. Dougan, $22,500 - annual Company contribution to the defined
contribution plan (DCP), $7,500 - contribution to a supplemental retirement
plan, $1,148 - Company paid term life insurance premiums; (ii) Mr. Newton,
$13,050 - annual Company contribution to the DCP,$1,148 - Company paid term life
insurance premiums.
(3) Mr. Dougan served as Corporate Secretary until January 10, 1994, at which
time he assumed the office of President and Chief Executive Officer.
(4) Bonus amounts shown are those earned for the year indicated.
</FN>
</TABLE>
<PAGE>
OPTIONS GRANTED IN 1995
The following information is furnished for the year ended December 31, 1995
for the Company's named executive officers for stock options granted in 1995.
<TABLE>
<CAPTION>
Potential
Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
Individual Grants for Option Term
- ------------------------------------------------------------------------------------------ ---------------------------
% of Total
Options/SAR's
Options/ Granted to Exercise or
SAR's Granted Employees in Base Price Expiration
Name (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
- ------ --------- ------ ------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Paul M. Dougan(4)..........(1)10,000 16.5% $3.6250 2/22/2005 $95,698 $152,382
(2)25,000 61.0% $3.6250 2/22/2005 $239,244 $380,956
(3)25,000 61.0% $3.6250 2/22/2005 $239,244 $380,956
Clay Newton.............. (1)6,000 9.9% $3.6250 2/22/2005 $57,419 $91,429
(2)3,000 7.3% $3.6250 2/22/2005 $28,709 $45,715
(3)3,000 7.3% $3.6250 2/22/2005 $28,709 $45,715
<FN>
(1) Options granted under the Company's Incentive Stock Option Plan. Under the
terms of the Plan, options are 10 year options with vesting periods ranging from
1 to 6 years, generally terminating 3 months following an optionee's death or
retirement.
(2) Non-qualified stock options granted under the Company's Incentive Stock
Option Plan. Under the terms of the Plan, these are 10 year options with vesting
periods ranging from 1 to 6 years, generally expiring 3 years following an
optionee's retirement.
(3) SARs issued in tandem with non-qualified options above, either of which, but
not both, may be exercised.
(4) Mr. Dougan served as Corporate Secretary until January 10, 1994, at which
time he assumed the office of President and Chief Executive Officer.
</FN>
</TABLE>
<PAGE>
AGGREGATED OPTION EXERCISES IN 1995 AND YEAR-END VALUES
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised Options/ In-The-Money Options/
Shares SARs at FY-End SARs at FY-End
Acquired on Value (#)Exercisable/ ($)Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
- ------ ------------ ------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Paul M. Dougan(4).................. - - (1)124,000/10,000 $186,610/$22,500
(2) 90,000/25,000 $173,750/$56,250
(3) 45,000/25,000 $ 86,875/$56,250
Clay Newton........................ - - (1) 34,400/19,600 $ 43,475/$35,150
(2) 1,200/ 7,800 $ 1,950/$14,550
(3) 600/ 5,400 $ 975/$10,650
<FN>
(1) Options granted under the Company's Incentive Stock Option Plan. Under the
terms of the Plan, options are 10 year options with vesting periods ranging from
1 to 6 years, generally terminating 3 months following an optionee's death or
retirement.
(2) Non-qualified stock options granted under the Company's Incentive Stock
Option Plan. Under the terms of the Plan, these are 10 year options with vesting
periods ranging from 1 to 6 years, generally expiring 3 years following an
optionee's retirement.
(3) SARs issued in tandem with non-qualified options above, either of which, but
not both, may be exercised.
(4) Mr. Dougan served as Corporate Secretary until January 10, 1994, at which
time he assumed the office of President and Chief Executive Officer.
</FN>
</TABLE>
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
COMPENSATION PHILOSOPHY AND OBJECTIVES
The Company is in the oil and gas exploration and production business, an
industry characterized by unpredictable revenues resulting from price volatility
in world oil and gas markets. Because of this unstable environment, the
Company's compensation policies are not based upon short term, quarterly or even
yearly financial results; rather, the policies focus on longer term objectives
and achievements, calculated not only to maintain but to expand the Company's
asset base through acquiring producing reserves at attractive costs, locating
and exploring promising prospects, and implementing projects designed to
increase reserves and production on existing properties.
The philosophy upon which the development and administration of the
Company's cash bonus and stock option plans are based is to directly align the
interests of executive management and other key employees with those of our
shareholders. The major components of this philosophy are:
1) Creating compensation plans which enable the Company to attract and
retain officers and key employees important to the Company's success, and to
provide them a compensation package reflecting the Company's performance,
measured by success in achieving strategic, operating and financial objectives.
2) Providing meaningful cash and equity-based incentives for executives,
and other key employees, to ensure they are motivated over the short and long
term to respond to the Company's challenges and opportunities as owners, rather
than simply as employees.
3) Rewarding executives and key employees for superior performance when
shareholders receive an attractive return on their investment over the longer
term.
The Committee's objective is to set executive and other key employee base
salaries at approximately the averages of similar companies in the energy
sector, based upon industry surveys. These surveys include the registrants used
by the Company in its self-constructed peer group. However, while establishing
only average base salary levels, the Committee provides incentive through a
combination of a cash bonus program, an equity-based stock option program, and a
profit sharing retirement plan.
Under the cash bonus program, executives and other key employees can earn
additional compensation up to 50% of their base salary. In determining the size
of the bonus, the key factors considered by the Committee, in order of their
importance, are: (i) the year-end stock price exceeding a 3-year rolling average
of year-end stock prices, (ii) reserve replacement exceeding production by a
meaningful measure and (iii) finding costs. Along with these factors, the
Committee subjectively considers the degree of success in meeting strategic,
operating and financial objectives such as oil and gas production levels,
earnings per share, operating cash flow, and developing exploration and
development prospects, among other considerations. These latter measures, while
not specifically weighted, are all critical to building shareholder value which
is the ultimate goal of the Company and its compensation programs.
The stock option program provides a method of encouraging long term results
beneficial to our shareholders since the potential value of each stock option is
tied to increased shareholder value. The options are always awarded at present
market value, and vest in 1 to 6 years. All stock options have a duration of ten
years before expiration. The Company has a policy of not re-pricing stock
options.
<PAGE>
COMPANY PERFORMANCE AND COMPENSATION
The Company's operating results in 1995 were very positive, and in the
opinion of the Committee represented a turnaround year for the Company. The
Company's performance was reflected in its stock price, ending the year at
$5.875 per share, which exceed the three-year average year-end price of $4.58
per share. The Company replaced 1.44 Million BOE, which represented 167% of 1995
production, and increases were recorded in both oil and gas production. Depsite
the adverse effects on earnings per share resulting from the adoption of SFAS
#121, cash flow from operating activities increased 9% over the prior year.
During 1995, management also continued to make progress on the Company's
exploration project in Russia. In addition, in early 1995 management negotiated
an improved price for the sale of its Rangely crude, and established the
Company's credit facility.
The President and Chief Executive Officer of the Company, Paul M. Dougan,
received a base salary of $200,000 during 1995. In setting Mr. Dougan's base
salary the Committee considered his contribution in developing and executing the
Company's new growth strategy, progress over prior years in the area of reserve
replacement, and the high level of energy which he devoted to the Company.
According to the criteria of the cash bonus program, Mr. Dougan earned a bonus
equivalent to 40% of his 1995 base salary, which was paid in early 1996. Based
upon his 1995 performance, the Committee also determined in early 1996 to grant
him 19,500 incentive and 70,000 non-qualified options and SAR's. The Committee
further reviewed his compensation based on the type of industry evaluation
discussed above, and is of the opinion that his 1995 base compensation was at or
below industry averages.
Respectfully submitted,
Equity Oil Company Compensation Committee
Douglas W. Brandrup, Chairman Joseph C. Bennett
David W. Allen L.E. Buzarde, Jr.
William D. Forster Mirvin D. Borthick
<PAGE>
COMPARISON OF CUMULATIVE SHAREHOLDER RETURN(1)
This page is a graphical representation of the performance graph required to be
filed with this proxy statement. The graph compares the return of an investment
in the Company's Common Stock at December 31, 1990 with a similar investment in
the stocks of the Company's selected peer group, or with that of a published
industry or line-of-business index, which in this case is the Russell 2000 Small
Cap index.
The data points of the graph are as follows:
1990(1) 1991 1992 1993 1994 1995
Equity Oil Company 100 89.062 75.327 93.988 91.050 138.045
Peer Group(2) 100 76.596 85.846 88.198 85.790 102.126
Russell 2000 Small Cap 100 143.680 167.180 195.610 189.000 239.010
NOTES
(1) Assumes that the value of the investment in the Company's Common Stock and
in each index was $100 on December 31, 1990, and that all dividends were
reinvested.
(2) The peer group includes the following independent oil and gas exploration
companies: Berry Petroleum, Comstock Resources, Magellan Petroleum Corp.,
Maynard Oil Co., McFarland Energy Inc., Swift Energy Co., and Wiser Oil Co. The
index is weighted to reflect the relative market capitalization of the peer
group companies. The peer group presented for 1994 included Patrick Petroleum
Co., which has since been acquired.
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Information concerning beneficial owners of more than five percent of
registrant's voting securities is as follows:
Amount and
Nature of
Title of Name and Address of Beneficial Percent
Class Beneficial Owner Ownership of Class
- ----- ------------------- --------- --------
Common 1J. Lynn Dougan 860,000 6.9
215 South State Street
Salt Lake City, UT 84101
2Dimensional Fund 769,825 6.1
Advisors, Inc.
1299 Ocean Ave., 11th Floor
Santa Monica, CA 90401
1 The calculation of beneficial ownership includes 315,000 shares owned by the
Galena Group, a limited partnership of which Mr. Dougan is the general partner
and has sole voting and investment power. Mr. Dougan is the brother of Paul M.
Dougan, President of the Company.
2 According to a Schedule 13-G dated February 7, 1996 by Dimensional Fund
Advisors, Inc. Dimensional Fund Advisors Inc. ("Dimensional"), a registered
investment advisor, is deemed to have beneficial ownership of 769,825 shares of
Equity Oil Company stock as of December 31, 1995, all of which shares are held
in portfolios of DFA Group Trust and DFA Participation Group Trust, investment
vehicles for qualified employee benefit plans, all of which Dimensional Fund
Advisors Inc. serves as investment manager. Dimensional disclaims beneficial
ownership of all such shares.
<PAGE>
AUDITORS
The Company's financial statements for the year ended December 31, 1995
were examined by the independent certified public accounting firm of Coopers &
Lybrand L.L.P. The Board of Directors has again selected their firm to serve as
the auditors for the Company for 1996. A representative of Coopers & Lybrand
L.L.P. is expected to be present at the stockholders' meeting to make any
statement they may desire or respond to such questions as may be appropriate.
DATE FOR STOCKHOLDER PROPOSALS
FOR THE 1997 ANNUAL MEETING
If stockholders desire to submit proposals to be presented at the Company's
1997 Annual Meeting, the same should be sent to Equity Oil Company at its
principal executive office: P.O. Box 959, Salt Lake City, Utah 84110-0959, no
later than December 1, 1996; otherwise, the proposal or proposals shall not be
included in the Company's proxy statement or form of proxy for the 1997 Annual
Meeting.
ADDITIONAL INFORMATION
UPON WRITTEN REQUEST OF A BENEFICIAL OWNER OF ITS SECURITIES, ISSUER WILL
SEND WITHOUT CHARGE A COPY OF ISSUER'S ANNUAL REPORT ON FORM 10-K, FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION FOR ISSUER'S MOST RECENT FISCAL YEAR,
INCLUDING APPLICABLE FINANCIAL STATEMENTS AND SCHEDULES. WRITTEN REQUESTS SHOULD
BE DIRECTED TO CLAY NEWTON, SECRETARY, EQUITY OIL COMPANY, P.O. BOX 959, SALT
LAKE CITY, UTAH 84110-0959.
DISCRETIONARY AUTHORITY
The Board of Directors is not aware of any matter which may properly be
presented for action at the meeting other than the matters set forth herein.
Should any other matter requiring a vote of the stockholders arise, the proxies
in the enclosed form confer upon the person or persons entitled to vote the
shares represented by such proxies' discretionary authority to vote the same in
respect of any such other matter in accordance with their best judgement in the
interest of the Company.
BY ORDER OF THE BOARD OF DIRECTORS
CLAY NEWTON, Secretary
<PAGE>
EXHIBIT "A"
FORM OF PROXY
----------------------------
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
EQUITY OIL COMPANY
The undersigned, revoking all prior proxies, hereby appoints Paul M.
Dougan, President, and Clay Newton, Secretary, and any one or both of them with
full power of substitution, as proxy or proxies of the undersigned, to vote all
shares of common stock of EQUITY OIL COMPANY of the undersigned as if the
undersigned were personally present and voting at the Company's Annual Meeting,
May 8, 1996, and at all adjournments thereof.
1. To elect the following nominees as directors to hold office for three
years and until the Annual Meeting of Stockholders in 1999 or until their
successors are duly elected and qualified.
NOMINEES: L.E. Buzarde, Jr., P.J. "Jack" Bernhisel
NOTE: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THAT NOMINEE'S NAME. UNLESS AUTHORITY TO VOTE FOR ALL THE FOREGOING
NOMINEES IS WITHHELD, THIS PROXY WILL BE DEEMED TO CONFER AUTHORITY TO VOTE FOR
EVERY NOMINEE WHOSE NAME IS NOT STRICKEN. IN THE EVENT ANY NOMINEE SHOULD BE
UNABLE TO SERVE, OR FOR GOOD CAUSE WILL NOT SERVE, IT IS INTENDED THAT THIS
PROXY SHALL BE VOTED FOR SUCH SUBSTITUTE NOMINEE AS MAY BE SELECTED BY THE BOARD
OF DIRECTORS.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Please sign below exactly as name appears. When shares are held by joint
tenants, both should sigh. When signing as attorney, as 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 authorized person.
