Equity Oil Company
P.O. BOX 959 SALT LAKE CITY, UT 84110-0959
Notice of Annual Meeting of Stockholders
May 12, 1999
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 12th day of May, 1999 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 2002, and 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 24,
1999, as the record date for the determination of stockholders entitled to
notice of and to vote at the meeting or any adjournment thereof. 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 12, 1999, at 2:00 p.m. at the Company's executive offices, Suite 806, 10
West 300 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, 1999.
Holders of common stock at the close of business on March 24, 1999 will
be entitled to vote at the meeting. On that date, the Company had issued and
outstanding 12,629,440 shares of common stock, which is the only class of
securities of the Company. Each shareholder of record entitled to vote shall
have one vote for each share of stock registered in his or her name, and has the
right to vote all of their shares for as many persons as there are Directors to
be elected. Cumulative voting is not allowed under the Company's Articles of
Incorporation.
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.
VOTING PROCEDURES
Shares can be voted only if the stockholder is present in person or by
proxy. The representation in person or by proxy of at least a majority of the
outstanding shares entitled to vote is necessary to provide a quorum at the
meeting. Directors are elected by a plurality of the affirmative votes cast by
the stockholders present at the meeting (in person or by proxy). Other matters
which may properly come before the meeting must be approved by a majority of the
shares of common stock voting for or against the proposal at the meeting.
Abstentions and "non-votes" are counted as present in determining
whether the quorum requirement is satisfied. Abstentions and "non-votes" are
treated as votes against proposals presented to stockholders other than
elections of directors. A "non-vote" occurs when a nominee holding shares for a
beneficial owner votes on one proposal, but does not vote on another proposal
because the nominee does not have discretionary voting power and has not
received instructions from the beneficial owner.
1
<PAGE>
ITEM 1. ELECTION OF DIRECTORS
The 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 2002. The proxies solicited in
connection with this proxy statement cannot be voted for a greater number than
two directors. Mr. Bernhisel and Mr. Eppler are presently directors of the
Company. Information concerning the director nominees to be elected at the
Annual Meeting and the continuing directors and officers is listed below.
<TABLE>
<CAPTION>
Names, Principal Occupations During the Past Five Years, and Selected Other Served as
Information Concerning Nominees for Director Director
Since
<S> <C>
PHILIP J. "JACK" BERNHISEL Age - 51 1996
Director
Owner, European Marble & Granite Company. Former Senior Vice President - Law
and Finance for Kennecott Corporation, 1986 - 1993, and Corporate Controller for the
Standard Oil Company. Attorney and Certified Public Accountant.
W. DURAND EPPLER Age - 45 1997
Director
Vice-President, Business Development and Planning, Newmont Gold Company.
Formerly Managing Director of Chemical Securities, Inc. Metals and Mining Group.
</TABLE>
It is intended that the shares represented by the enclosed proxy will
be voted for the election of the above named nominees, Philip J. Bernhisel and
W. Durand Eppler. 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.
2
<PAGE>
<TABLE>
<CAPTION>
CONTINUING DIRECTORS AND EXECUTIVE OFFICERS
Served Term
Since Expires
<S> <C> <C>
PAUL M. DOUGAN Age - 61 1992 2001
Director
President and Chief Executive Officer, Equity Oil Company
President and Director, Symskaya Exploration, Inc.
Director, Leucadia National Corporation.
DOUGLAS W. BRANDRUP Age - 58 1975 2001
Director
Chairman of the Board of Directors
Senior Partner, Griggs Baldwin & Baldwin
Attorney at Law - New York City, New York
JOSEPH C. BENNETT Age - 66 1995 2001
Director
Self-employed. Mining and oil and gas investments.
Director, Coeur d'Alene Mines Corporation
Director, Paragon Petroleum Limited.
WILLIAM P. HARTL Age - 64 1997 2000
Director
President, Parker Consultants, Inc.
Former Vice President, Investor Relations, Ashland, Inc.
Past President, Petroleum Investor Relations Association
Past Chairman, National Investor Relations Institute
Director, The Communications Strategy Group, Inc.
WILLIAM D. FORSTER Age - 52 1994 2000
Director
Chairman and CEO, W. Forster & Co., Inc.
Co-Chairman, Cheniere Energy, Inc.
RANDOLPH G. ABOOD Age - 48 1997 2000
Director
Manager and member of The Ninigret Group, L.C. Tax attorney, Satterlee Stephens
Burke & Burke 1976 to 1996.
Director, Royster-Clark, Inc.
CLAY NEWTON Age - 41 1991
Corporate Secretary and Chief Financial Officer, Equity Oil Company
Director and Treasurer, Symskaya Exploration, Inc.
JAMES B. LARSON Age - 37 Vice President - Operations 1997
Mr. Larson, a registered petroleum engineer, was appointed to the office of Vice
President Operations on November 15, 1996. He has been employed by the Company
for over 10 years.
</TABLE>
3
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
Amount and
Nature of
Title of Beneficial Percent of
Class Ownership Class
- - --------------------------------------------------------------------------------
Common 1Paul M. Dougan 629,476 4.8
President, Chief Executive Officer
and Director Nominee
2Douglas W. Brandrup 65,200 .5
Chairman of the Board of Directors
and Director Nominee
Joseph C. Bennett 14,000 .1
Director
William P. Hartl 3,000 -
Director
Philip J. "Jack" Bernhisel 16,000 .1
Director Nominee
William D. Forster 20,000 .2
Director
Randolph G. Abood 22,800 .2
Director
W. Durand Eppler 2,500 -
Director Nominee
3James B. Larson 76,200 .6
Vice President - Operations
4Clay Newton 80,800 .6
Corporate Secretary and
Chief Financial Officer
5Total Ownership of Directors 929,976 7.1
and Executive Officers as a Group
- - --------
1The calculation of beneficial ownership includes 375,500 shares subject to
outstanding options that were exercisable at the table date or within 60 days of
such date; 66,676 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 284,838 shares owned by Mr. Dougan's married daughters and their
families over which Mr. Dougan has no voting power and concerning which he is
not the beneficial owner.
2The calculation of beneficial ownership includes 5,800 shares concerning
which Mr. Brandrup disclaims any beneficial ownership, consisting of 1,500
shares owned by a trust for which Mr. Brandrup acts as trustee and has shared
voting and investment power, and 4,300 shares owned by Mr. Brandrup's son.
3The calculation of beneficial ownership includes 71,600 shares subject to
outstanding options that were exercisable at the table date or within 60 days of
such date.
4The calculation of beneficial ownership includes 70,800 shares subject to
outstanding options that were exercisable at the table date or within 60 days of
such date.
5The calculation of beneficial ownership includes 517,900 shares subject to
outstanding options that were exercisable at the table date of within 60 days of
such date.
4
<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.
Based solely on its review of the reports received by it, or written
representations from certain reporting persons that no filings were required for
those persons, the Company believes that during fiscal 1998, its Officers,
Directors and greater than ten (10%) percent shareholders complied with all
applicable filing requirements.
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 William D. Forster, Chairman, P.J. "Jack" Bernhisel, Randolph G.
Abood, W. Durand Eppler, and William P. Hartl. The Audit Committee met once in
1998 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 Joseph C. Bennett, Chairman, Douglas W. Brandrup, P.J. "Jack"
Bernhisel, William D. Forster, Randolph G. Abood, William P. Hartl, and W.
Durand Eppler. The Committee met once in 1998.
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 may 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 characteristics required of
Board members in the context of the current makeup of the Board and business of
the Company.
The Board of Directors held four regular and five special meetings in 1998.
No Director attended less than 75% of the meetings.
COMPENSATION OF DIRECTORS
Non-Employee Directors are entitled to an annual retainer fee in the amount
of $4,000. In response to ongoing depressed oil prices, the Directors elected to
defer one-half of their 1998 retainer. Accordingly, the Directors were each paid
$2,000 on December 31, 1998. The Chairman of the Board receives additional fees
of $2,000 per month, half of which he has elected to defer during 1999.
Fees of $500 were paid for each of the regular meetings attended in 1998.
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.
5
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following information is furnished for the years ended December 31,
1998, 1997 and 1996 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 $100,000 during 1998.
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards
------------------- ------
Other Annual Restricted Options/ All other
Name and Principal Position Year Salary ($) Bonus ($)(2) Compensation Stock Awards SAR's (4) Compensation($)(1)
- - --------------------------- ---- ---------- ------------ ------------ ------------ ----------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Paul M. Dougan, 1998 242,100 0 NA NA 54,000 22,508
President and 1997 235,000 47,000 NA NA 35,000 38,039
Chief Executive Officer 1996 235,000 35,250 NA NA 89,500 36,934
Clay Newton 1998 108,200 0 NA NA 16,000 8,469
Corporate Secretary, 1997 105,000 21,000 NA NA 9,000 17,382
Treasurer, and 1996 100,000 15,000 NA NA 13,000 16,684
Chief Financial Officer
James B. Larson(3) 1998 108,200 0 NA NA 16,000 8,344
Vice-President of Operations 1997 105,000 21,000 NA NA 11,000 17,159
1996 90,000 13,500 NA NA 13,000 15,184
</TABLE>
NOTES
(1) The amounts shown in this column for the last fiscal year include the
following: (i) Mr. Dougan, $12,000 annual Company contribution to the defined
contribution plan (DCP), $6,158 - contribution to a supplemental retirement
plan, $4,350 - value of Company paid term life insurance premiums; (ii) Mr.
Newton, $8,115 - annual Company contribution to the DCP,$354 - value of Company
paid term life insurance premiums. (iii) Mr. Larson, $8,115 - annual Company
contribution to the DCP, $229 - value of Company paid term life insurance.
(2) Bonus amounts shown are those earned for the year indicated. 75% of 1997
bonuses were paid in cash, with the remainder paid in Company stock as follows:
Mr. Dougan, 4,700 shares, Mr. Newton and Mr. Larson, 2,100 shares.
(3) Mr. Larson was appointed Vice President of Operations on November 15, 1996.
(4) Option amounts shown are those granted during the year indicated. Options
granted during 1998 were granted on January 26, 1998.
6
<PAGE>
OPTIONS GRANTED IN 1998
The following information is furnished for the year ended December 31, 1998 for
the Company's named executive Officers for stock options granted in 1998.
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
Individual Grants for Option Term
------------------------------------------------------------ ---------------------------
% of Total
Options/SAR's
Options/ Granted to Exercise or
SAR's Granted Employees in Base Price Expiration
Name (#) (1) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
- - ---------------------------- --------------- --------------- ------------ ------------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Paul M.Dougan............... 54,000 36.0% $2.5000 1/12/2008 $ 84,901 $350,155
Clay Newton................. 16,000 10.7% $2.5000 1/26/2008 $ 25,156 $103,750
James B. Larson............. 15,000 10.7% $2.5000 1/26/2008 $ 25,156 $103,750
</TABLE>
AGGREGATED OPTION EXERCISES IN 1998 AND YEAR-END VALUES
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised Options/ In-The-Money Options
Shares SAR's at FY-End /SAR's at FE-End
Acquired on Value (#) Exercisable/ ($) Exercisable/
Exercise (#) Realized ($) Unexercisable Unexercisable
-------------- ------------ ------------------------------------------
Name
<S> <C> <C> <C> <C> <C> <C>
Paul M. Dougan............................ NA NA 33,500 / 54,000 - / -
Clay Newton................................ NA NA 57,800 / 38,200 - / -
James B. Larson............................ NA NA 58,200 / 39,800 - / -
</TABLE>
NOTES
(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. Options granted during 1998 were granted on January 26, 1998.
7
<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:
o 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.
o 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.
o 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 or below the average base salaries of similar companies in the
energy sector, based upon industry surveys. These surveys include the
registrants that make up the industry index used in the accompanying performance
chart. However, in addition to average or below average base salary levels, the
Committee provides incentives 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
repricing stock options.
8
<PAGE>
Company Performance and Chief Executive Officer Compensation
The compensation of the Company's President and Chief Executive Officer
is determined in the same manner as the compensation for other Officers and key
employees of the Company as described above. While there is no specific
relationship between corporate performance and base salary, incentive
compensation of the Company's President and Chief Executive Officer is largely
dependent upon the overall performance of the Company.
During 1998, oil prices reached 12 year lows, and continued to be
severely depressed for most of the year. These adverse market conditions
negatively impacted the Company's revenues, cash flows, and capital budgets. In
setting Mr. Dougan's base salary, the Committee considered his contribution in
responding to these market conditions by reducing overhead costs, rationalizing
drilling programs, and evaluating alternatives necessary to ensure the Company's
long-term financial viability. The Committee also considered the likelihood of
continued low oil prices, and their effects on future cash flows and capital
budgets. In view of the uncertain market environment, Mr. Dougan received a
minimal increase in his 1998 salary, and no increase is currently contemplated
for 1999. According to the performance criteria of the cash bonus program, which
includes stock price appreciation, reserve replacement success, and finding cost
performance, Mr. Dougan did not earn a bonus for 1998.
Respectfully submitted,
Equity Oil Company Compensation Committee
Joseph C. Bennett, Chairman Douglas W. Brandrup
P.J. "Jack" Bernhisel W. Durand Eppler
William D. Forster William P. Hartl
Randolph G. Abood
9
<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 Croft - Leominster, Inc. 1,046,000 8.3
207 East Redwood Street
Suite 802
Baltimore, MD 21202
1J. Lynn Dougan 860,000 6.8
215 South State Street
Salt Lake City, UT 84101
2Dimensional Fund 779,425 6.2
Advisors, Inc.
1299 Ocean Ave., 11th Floor
Santa Monica, CA 90401
- - --------
1The 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.
2According to a Schedule 13-G dated February 11, 1999 by Dimensional Fund
Advisors, Inc. Dimensional Fund Advisors, Inc. ("Dimensional"), a registered
investment advisor, is deemed to have beneficial ownership of 779,425 shares of
Equity Oil Company stock as of December 31, 1998. Dimensional, an investment
advisor registered under Section 203 of the Investment Advisors Act of 1940,
furnishes investment advise to four investment companies registered under the
Investment Company Act of 1940, and serves as investment manager to certain
other investment vehicles, including commingled group trusts. (These investment
companies and investment vehicles are the "Portfolios"). In its role as
investment advisor and investment manager, Dimensional possesses both voting and
investment power over the securities of the Issuer that are owned by the
Portfolios. All securities reported are owned by the Portfolios, and Dimensional
disclaims beneficial ownership of such securities.
10
<PAGE>
COMPARISON OF CUMULATIVE SHAREHOLDER RETURN
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, 1993 with a similar
investment in the stocks of the Company's selected peer group, a published
industry or line-of-business index, and a broad equity market index, which in
this case is the Russell 2000 Small Cap index.
The data points of the graph are as follows:
1993(1) 1994 1995 1996 1997 1998
Equity Oil Company 100 96.88 146.88 76.56 76.56 24.22
Russell 2000 Small Cap 100 98.18 126.10 146.90 179.75 175.17
S&P Oil & Gas Small Cap 100 100.39 109.15 125.92 122.20 106.24
Notes:
(1) Assumes that the value of the investment in the Company's common stock, and
in each index, was $100 on December 31, 1993, and that all dividends were
reinvested. (2)As a published industry index, the Company uses the Standard &
Poors Oil & Gas (Exploration & Production) Small Cap Index, which consists of 17
companies.
11
<PAGE>
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 $5,500 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.
AUDITORS
The Company's financial statements for the year ended December 31, 1998
were examined by the independent certified public accounting firm of
PricewaterhouseCoopers LLP. The Board of Directors has again selected their firm
to serve as the auditors for the Company for 1999. A representative of
PricewaterhouseCoopers LLP 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 2000 ANNUAL MEETING
Stockholder proposals intended to be presented at the 2000 annual
meeting of the Company must be received by the Company at its principal office,
P.O. Box 959, Salt Lake City, Utah 84110-0959 not later than December 1, 1999
and must otherwise comply with the rules of the SEC for inclusion in the
company's form of proxy relating to that meeting.
Director nominee proposals must be submitted to the Company by February
1, 2000 for consideration by the Nominating Committee.
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
12
<PAGE>
EXHIBIT "A"
FORM OF PROXY
Equity Oil Company
P.O. BOX 959 SALT LAKE CITY, UT 84110-0959
Notice of Annual Meeting of Stockholders
May 12, 1999
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 12th day of May, 1999 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 2002, and 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 24,
1999, as the record date for the determination of stockholders entitled to
notice of and to vote at the meeting or any adjournment thereof. 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
1. To elect the following nominees as directors to hold office
for three years and until the Annual Meeting of Stockholders
in 2002 or until their successors are duly elected and
qualified.
NOMINEES: Philip J. Bernhisel and W. Durand Eppler
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 sign. 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.
<PAGE>
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 12, 1999, and at all adjournments thereof.
