<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14F-1
STATEMENT OF ELECTION OR DESIGNATION
OF MAJORITY OF DIRECTORS OF ISSUER
BY OWNER OF MORE THAN FIVE PERCENTUM OF CLASS OF SECURITIES
AT OTHER THAN MEETING OF SECURITY HOLDERS
PURSUANT TO SECTION
14(F) OF THE SECURITIES EXCHANGE ACT OF 1934
BONRAY DRILLING CORPORATION
(NAME OF ISSUER)
RICHARD B. HEFNER
PRESIDENT
BONRAY DRILLING CORPORATION
4701 NORTHEAST 23RD STREET
OKLAHOMA CITY, OK 73121
405/424-4327
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
<PAGE> 2
BONRAY DRILLING CORPORATION
4701 NORTHEAST 23RD STREET
OKLAHOMA CITY, OKLAHOMA 73121
INFORMATION STATEMENT PURSUANT TO
SECTION 14(F) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER
____________________
NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS
IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.
NO PROXIES ARE BEING SOLICITED AND YOU ARE REQUESTED
NOT TO SEND THE COMPANY A PROXY.
____________________
This Information Statement is being mailed on or about January 29,
1997 to the holders of record of shares of the common stock, $1.00 par value
per share (the "Shares"), of Bonray Drilling Corporation (the "Company").
Acquisition Drilling, Inc., a Delaware corporation (the "Purchaser") and the
wholly-owned subsidiary of DLB Oil & Gas, Inc., an Oklahoma corporation
("Parent"), has offered to purchase all outstanding Shares of the Company at a
price of $30 per share, net to the seller in cash, without interest (the
"Offer"). The Offer is being made pursuant to the Agreement and Plan of Merger
among the Company, Parent and the Purchaser dated January 6, 1997 (the "Merger
Agreement"). You are receiving this Information Statement in connection with
the possible election of persons designated by the Purchaser to a majority of
the seats on the Board of Directors of the Company (the "Board") as set forth
in the Merger Agreement. The Company expects that the Purchaser's designees
will constitute such a majority promptly following the purchase by the
Purchaser of Shares pursuant to the Offer, which the Company anticipates will
be after February 7, 1997. The terms of the Merger Agreement, and the
designation of new directors, was described in the Company's
Solicitation/Recommendation Statement on Schedule 14D-9 previously mailed to
the holders of record of Shares on January 10, 1997. This Information
Statement is required by Section 14(f) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and Rule 14f-1 promulgated thereunder. You
are urged to read this Information Statement carefully. You are not, however,
required to take any action.
Pursuant to the Merger Agreement, on January 10, 1997, the Purchaser
commenced the Offer, which is currently scheduled to expire on February 7,
1997, at which time, if the Offer is not extended and all conditions of the
Offer have been satisfied or waived, the Purchaser is obligated to purchase all
Shares validly tendered pursuant to the Offer and not withdrawn.
Effective upon the payment by the Purchaser for the Shares pursuant to
the Offer, the Purchaser shall be entitled to designate the number of directors
of the Company, rounded up to the next whole number, that equals the product of
(i) the total number of directors on the Board (giving effect to the election
or appointment of any additional directors pursuant to the terms of the Merger
Agreement), and (ii) the percentage that the number of shares beneficially
owned by Parent and the Purchaser (including shares accepted for payment) bears
to the total number of shares outstanding. The Company has agreed that it will
take all action necessary to cause the Purchaser's designees to be elected or
appointed to the Board.
IN THE EVENT THAT THE PURCHASER DOES NOT ACQUIRE ANY SHARES PURSUANT
TO THE OFFER OR TERMINATES THE OFFER, THE PURCHASER WILL NOT HAVE ANY RIGHT
UNDER THE MERGER AGREEMENT TO HAVE THE PURCHASER DESIGNEES ELECTED OR APPOINTED
TO THE COMPANY'S BOARD OF DIRECTORS.
<PAGE> 3
The information contained in this Information Statement concerning the
Purchaser Designees (hereinafter defined) has been furnished to the Company by
Parent, and the Company assumes no responsibility for the accuracy or
completeness of such information.
VOTING SECURITIES OUTSTANDING,
SECURITY OWNERSHIP OF
MANAGEMENT AND PRINCIPAL STOCKHOLDERS
As of January 7, 1997, 423,540 Shares were issued and outstanding, and
each share is entitled to one vote. As of January 7, 1997, Cede & Co. owned of
record but not beneficially, 217,045 Shares (51.2%). Cede & Co., the nominee
for the Depository Trust Company, holds securities of record for participating
financial institutions such as banks and brokers/dealers.
The following table sets forth, as of January 7, 1997, the number of
Shares held by each person who is known to the Company to own beneficially more
than 5% of the outstanding Shares.
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of of Beneficial Percent
Beneficial Owner Ownership * of Class
- ------------------- ------------------- --------
<S> <C> <C>
Raymond H. Hefner, Jr. 165,660 (1) (2) (3) 39.1%
P. O. Box 20750
Oklahoma City, OK 73156
Bonnie B. Hefner 165,660 (1) (2) (3) 39.1%
P. O. Box 20750
Oklahoma City, OK 73156
Brenda H. Burkey 149,040 (3) (4) (5) 35.2%
1700 Huntington Avenue
Oklahoma City, Oklahoma 73116
Richard B. Hefner 148,970 (3) (6) 35.2%
Route 3, Box 294
Seminole, Oklahoma 74868
Vici H. Heitzke 148,850 (3) 35.1%
3909 Surrey Road
Edmond, Oklahoma 73013
HBH Enterprises A
Limited Partnership 148,850 (3) 35.1%
P. O. Box 20750
Oklahoma City, OK 73156
</TABLE>
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<PAGE> 4
<TABLE>
<S> <C> <C>
P. Oppenheimer Investment 28,596 6.8%
Partnership L.P.
119 W. 57th Street
New York, NY 10019
Stockholder Group 229,715 (7) 54.2%
4701 Northeast 23rd Street
Oklahoma City, OK 73121
</TABLE>
* Unless otherwise noted, the person named has sole voting and investment
power over the Shares reflected opposite his/her/its name.
(1) Includes 960 Shares held of record by Mr. Hefner and the right to
acquire beneficial ownership of 15,170 Shares held by the Raymond H. Hefner,
Jr. Revocable Trust, of which Mr. Hefner is settlor and sole trustee and over
which Mr. Hefner has sole voting and investment power. Mrs. Hefner disclaims
any beneficial interest in these Shares.
(2) Includes 680 Shares held by Mr. and Mrs. Hefner as joint tenants and
as to which they share voting and investment power.
(3) Includes 148,850 Shares held by HBH Enterprises A Limited Partnership
("HBH"). The general partner of HBH is HBH Holding Corporation ("Holding"),
and the limited partners are Raymond H. Hefner, Jr., Trustee, Raymond H.
Hefner, Jr. Revocable Trust, Bonnie B. Hefner Revocable Trust, Bonnie B.
Hefner, Trustee, Raymond H. Hefner, Jr. Revocable Trust, Bonnie B. Hefner
Revocable Trust, Vici H. Heitzke, Brenda H. Burkey, Richard B. Hefner, Gary F.
Fuller, Trustee, Vici Kay Heitzke Trust, Brenda Gay Burkey Trust, Richard B.
Hefner Trust, Bonnie B. Hefner, Trustee, Leah Michelle Heitzke Family Trust,
Phillip Matthew Heitzke Family Trust, Christopher Conor Burkey Family Trust,
Nicole Raye Burkey Family Trust, Natalie Ann Burkey Family Trust, Leah Michelle
Heitzke Minor's Trust, Phillip Matthew Heitzke Minor's Trust, Christopher Conor
Burkey Minor's Trust, Nicole Raye Burkey Minor's Trust, Natalie Ann Burkey
Minor's Trust, Katherine H. Hefner Minor's Trust, Ryan H. Hefner Minor's Trust,
Matthew G. Heitzke, Trustee, Leah Michelle Heitzke Family Trust, Phillip
Matthew Heitzke Family Trust, Leah Michelle Heitzke Minor's Trust, Phillip
Matthew Heitzke Minor's Trust, Christopher H. Burkey, Trustee, Christopher
Conor Burkey Family Trust, Nicole Raye Burkey Family Trust, Natalie Ann Burkey
Family Trust, Christopher Conor Burkey Minor's Trust, Nicole Raye Burkey
Minor's Trust, Natalie Ann Burkey Minor's Trust, Lisa K. Hefner, Trustee,
Katherine H. Hefner Minor's Trust, Ryan H. Hefner Minor's Trust. The
outstanding capital stock of Holding is owned 35% by Raymond H. Hefner, Jr.;
35% by Bonnie B. Hefner, wife of Raymond H. Hefner, Jr.; with 10% each by Vici
H. Heitzke, Brenda H. Burkey and Richard B. Hefner, the three (3) adult
children of Raymond and Bonnie Hefner. Raymond and Bonnie Hefner are the
directors of Holding, and Raymond H. Hefner, Jr. is president of Holding and
has voting and dispositive power with respect to the Shares of the Company held
by HBH.
(4) Includes 10 Shares held of record by Brenda H. Burkey, over which
Brenda H. Burkey has sole voting and investment power. Christopher H. Burkey
disclaims any beneficial interest in these Shares.
(5) Includes 180 Shares held of record by Christopher H. Burkey, over
which Christopher H. Burkey has sole voting and investment power. Brenda H.
Burkey disclaims any beneficial interest in these Shares.
(6) Includes 120 Shares held of record by Richard B. Hefner, over which
Richard B. Hefner has sole voting and investment power.
(7) On January 6, 1997, HBH (148,850 Shares), Raymond H. Hefner, Jr.
(16,130 Shares), Richard B. Hefner (120 Shares), Gary F. Fuller, as Trustee of
the Vici Kay Heitzke Trust, the Brenda Gay Burkey Trust and the
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Richard B. Hefner Trust (collectively, 120 Shares), James R. Tolbert III,
Custodian and as Trustee of the James R. Tolbert III Revocable Trust
(collectively, 11,450 Shares), Egean Financiera Corporation (29,819 Shares),
Circle Shipping Company (8,570 Shares), Sierra Financiera Corporation (7,915
Shares) and Michael Teriakidis (6,741 Shares) executed that certain Stockholder
Tender Agreement (the "Stockholder Tender Agreement"), thereby agreeing to act
as a group to tender their Shares to Purchaser pursuant to the Offer. See
footnotes (1), (2), (3) and (6) above regarding beneficial ownership of Shares
by Raymond H. Hefner, Jr., Richard B. Hefner and HBH. See footnote (3) to the
table next following this table regarding beneficial ownership of Shares by
James R. Tolbert III.
The following table and notes thereto set forth, as of January 7,
1997, the number of Shares beneficially owned by all directors of the Company,
the Company's Chief Executive Officer, and all directors and officers of the
Company as a group. The Company has been provided such information by its
directors and officers.
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of of Beneficial Percent
Beneficial Owner Ownership * of Class
- ------------------- ------------------- --------
<S> <C> <C>
Raymond H. Hefner, Jr. 165,660 (1) 39.1%
P. O. Box 20750
Oklahoma City, OK 73156
Richard B. Hefner 148,970 (2) 35.2%
Route 3, Box 294
Seminole, Oklahoma 74868
James R. Tolbert III 11,590 (3) 2.7%
2321 Belleview Terrace
Oklahoma City, Oklahoma 73118
William B. Cleary -0- -
1607 Dorchester Drive
Oklahoma City, Oklahoma 73120
Hobart A. Smith -0- -
14 Sawmill Grove Court
The Woodlands, Texas 77380
All Officers and Directors as 177,240 41.8%
a group (11 persons)
</TABLE>
* Unless otherwise noted, the person named has sole voting and investment
power over the Shares reflected opposite his name.
(1) Includes 960 Shares held of record by Mr. Hefner and the right to
acquire 15,170 Shares held by the Raymond H. Hefner, Jr. Revocable Trust, of
which Mr. Hefner is settlor and sole trustee and over which Mr. Hefner has sole
voting and investment power. Mr. Hefner and his wife share voting and
investment power with respect to 680 Shares included above held by them as
joint tenants. Mr. Hefner shares voting and investment power as to 148,850
Shares included above, as hereinabove set forth in footnote (3) to the
preceding table.
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(2) Includes 120 Shares held of record by Mr. Richard B. Hefner, of which
Mr. Hefner has sole voting and investment power. Mr. Hefner shares voting and
investment power as to 148,850 Shares including above, as hereinabove set forth
in footnote (3) to the preceding table.
(3) Mr. Tolbert disclaims any beneficial ownership of 160 Shares included
above, of which 10 Shares are owned by his wife, 40 Shares are owned by his
four adult children, and 110 Shares are held by S.C. Bomielle, Inc., a nominee
corporation holding such Shares for Mr. Tolbert's adult children. Mr. Tolbert
has sole voting and investment power over the Shares described above, except
with respect to the Shares owned by his wife, as to which he has no voting or
investment power, and the 110 Shares held by S.C. Bomielle, Inc., as to which
he shares voting power.
Other than the Merger Agreement, which is described in the Schedule
14D-9 which was previously mailed to the holders of record of Shares, on
January 10, 1997, the Company is not aware of any arrangements, the operations
of which may at a subsequent date may result in a change of control of the
Company.
DIRECTORS
Information Concerning the Board of
Directors and Committees of the
Board
The Company has a standing Audit Committee, the members of which are
Messrs. Cleary and Smith. No meetings were held by such committee during the
last fiscal year. The functions performed by such committee, which for fiscal
year 1996 were performed by the Board of Directors, include nomination of the
independent auditors of the Company, review of the proposed scope of the
independent audits and the results thereof, review with management personnel of
the independent auditors' observations on financial policy, controls and
personnel, review of any significant change in accounting policy and accounting
for any major transaction and review of corporate policy for avoiding conflicts
of interest.
One meeting of the Board of Directors was held during the last fiscal
year and all directors with the exception of Mr. Cleary attended the meeting.
The Board of Directors held a meeting on November 6, 1996, where all directors
but Mr. Tolbert attended, and a special meeting on January 6, 1997, where all
directors attended in person, except for Mr. Smith, who attended by telephone,
to consider the Merger Agreement. The Company does not have standing
Nominating or Executive Committees.
Information Concerning Existing Directors
The information appearing in the following table and discussion, with
respect to principal occupation or employment during the past five years and
present directorships, has been furnished to the Company by the respective
directors. Richard B. Hefner is the son of Raymond H. Hefner, Jr. All
directors are United States citizens.
<TABLE>
<CAPTION>
Date Term Director
Name and Principal Occupation Age Expires Since
- ----------------------------- --- --------- ---------
<S> <C> <C> <C>
Raymond H. Hefner, Jr., Chairman 69 Nov. 1997 March, 1980
of the Board of the Company;
President, Bonray, Inc.;
President, HBH Holding Corporation
William B. Cleary, Manager, 76 Nov. 1997 May, 1981
Cleary Exploration L.L.C.
</TABLE>
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<PAGE> 7
<TABLE>
<S> <C> <C> <C>
Richard B. Hefner, President and 36 Nov. 1997 October, 1990
Chief Executive Officer of the
Company; Vice President, Bonray,
Inc.; Vice President, HBH Holding
Corporation
Hobart A. Smith, Vice President 59 Nov. 1997 May, 1981
of Smith International, Inc. and
Consultant to the President
James R. Tolbert III, Chairman, 61 Nov. 1997 March, 1980
President, Chief Executive
Officer and Treasurer of First
Oklahoma Corporation
</TABLE>
Raymond H. Hefner, Jr. was elected Chairman of the Board of Directors
of the Company upon its inception in March 1980. He served as Chief Executive
Officer from that time until June 30, 1993. He founded Bonray Energy
Corporation, a company engaged in oil and gas exploration and production and
the predecessor of the Company's operations, in 1957. He served as Chairman of
the Board, Chief Executive Officer and Treasurer of Bonray Energy Corporation
until it's sale on November 1, 1991. Mr. Hefner also serves as President of
Bonray, Inc., a privately held oil and gas investment company, and President of
HBH Holding Corporation, the general partner of HBH Enterprises A Limited
Partnership, an Oklahoma limited partnership, a privately held investment
company. Mr. Hefner served as Chairman of the Board of Liberty Bank and Trust
Company of Oklahoma City, N.A., a national bank, and Vice Chairman of the Board
of Liberty Bancorp, Inc., a bank holding company; and he currently serves as a
director of Liberty Bancorp, Inc., Liberty Bank and Trust Company of Oklahoma
City, N.A., Liberty Bank and Trust Company of Tulsa, N.A., Liberty Mutual
Insurance Company, Liberty Life Assurance Company, and Liberty Mutual Fire
Insurance Company, all national insurance companies. Mr. Hefner is also a
director of Gulf Canada Resources, Ltd., headquartered in Calgary.
William B. Cleary formed Cleary Exploration, L.L.C., an oil and gas
exploration company, in January, 1993, where he serves as Manager. He was
Chief Executive Officer, President and Director of Boswell Energy Corporation,
Oklahoma City, Oklahoma 73118), a company engaged in oil and gas exploration
and production, from July, 1976 to June, 1992. He is a Director of Bank of
Oklahoma, N.A. and BOK Financial Corp. In 1950 he founded Cleary Petroleum
Corporation and served as Chief Executive Officer of that company and its
successors until 1976. (On November 1, 1973, Cleary Petroleum Corporation was
acquired by W.R. Grace & Co., and in 1978, changed its name to Grace Petroleum
Corporation.)
Richard B. Hefner was elected President, Chief Operating Officer and
Director of the Company in October, 1990, and on June 30, 1993, was elected
Chief Executive Officer. Mr. Hefner serves as Vice President of Bonray, Inc.,
a privately held oil and gas investment company, and Vice President of HBH
Holding Corporation, the general partner of HBH Enterprises A Limited
Partnership, an Oklahoma limited partnership, a privately held investment
company. Mr. Hefner has served as Vice President and General Manager of
Canadian Valley Ranch, Inc., a pure-bred livestock production company, since
1982. The address is Route 3, Box 294, Seminole, Oklahoma 74868.
Hobart A. Smith has served in various capacities with Smith
International, Inc./Smith Tool Division, a manufacturing company (P.O. Box
60068, Houston, Texas 77205), since 1965, including various sales, managerial
and vice presidential positions. Since August, 1979, he has served as Vice
President, and since 1992, also serves as Consultant to the President.
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<PAGE> 8
James R. Tolbert III served as President, Treasurer and Director of
Anta Corporation from September, 1972, and Chairman of the Board of Directors
from November, 1976, until its liquidation in April, 1985. From April, 1985,
until November, 1989, he served as Trustee of the Anta Corporation Liquidating
Trust. On July 16, 1986, Mr. Tolbert was elected Chairman, President, Chief
Executive Officer and Treasurer of First Oklahoma Corporation, a holding
company (120 E. Sheridan, Oklahoma City, Oklahoma 73104). He served as a
Director of Bonray Energy Corporation until its sale in November 1, 1991.
EXECUTIVE COMPENSATION
The following information is set forth with respect to all cash
compensation paid by the Company for services rendered in all capacities to the
Company during the three fiscal years ended June 30, 1996, to the Company's
most highly compensated executive officers whose cash compensation exceeded
$100,000 and the Chief Executive Officer of the Company regardless of
compensation level.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
----------------------------------
Annual Compensation Awards Payouts
----------------------------------------- --------------------- -------
Other
Name Annual Restricted All Other
and Compen- Stock LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SAR's(#) ($) ($)
-------- ---- --- --- --- --- -------- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard B. Hefner
CEO 1996 $90,000 $-0- $-0- $-0- -0- $-0- $2,700 *
Richard B. Hefner
CEO 1995 $70,000 $-0- $-0- $-0- -0- $-0- $2,100 *
Richard B. Hefner
CEO 1994 $70,000 $-0- $-0- $-0- -0- $-0- $2,100 *
</TABLE>
* Amounts paid to the account of Mr. Richard Hefner as a participant in the
Savings and Thrift Plan for Employees of Bonray Drilling Corporation (the
"Savings Plan"). All officers and employees of the Company who meet certain
eligibility requirements (such as attaining the age of 18 and one (1) year of
service to the Company) are eligible to participate in the Savings Plan.
Compensation of Directors
Messrs. Raymond Hefner and Richard Hefner do not receive additional
compensation for serving as directors. All outside directors are paid $500 for
each board and committee meeting attended.
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<PAGE> 9
TRANSACTIONS WITH MANAGEMENT
For the fiscal year ended June 30, 1996, the Company made no purchases
or had any other transactions with management. Since June 30, 196, the Company
has made no purchases or had any other transactions with, or proposed any
purchases or other transactions with, management.
INFORMATION CONCERNING PURCHASER DESIGNEES
Pursuant to the provisions of the Merger Agreement, the Purchaser may
designate from among the persons identified below the persons to be elected to
the Board (the "Purchaser Designees"). It is expected that the Purchaser
Designees will assume office promptly upon the purchase by the Purchaser of
Shares pursuant to the Offer, which the Company expects will be after February
7, 1997, and that they will thereafter constitute at least a majority of the
Board. The Purchaser has informed the Company that each of the Purchaser
Designees has consented to act as a director, if so designated.
None of the executive officers and directors of Parent or the
Purchaser currently is a director of, or holds any position with, the Company.
The Company has been advised that, to the best knowledge of the Parent and the
Purchaser, none of Parent's or the Purchaser's directors, executive officers,
affiliates or associates beneficially owns any equity securities, or rights to
acquire any equity securities, of the Company and none has been involved in any
transactions with the Company or any of its directors, executive officers,
affiliates or associates which are required to be disclosed pursuant to the
rules and regulations of the Securities and Exchange Commission other than
those described herein.
The following table sets forth the name, age, present principal
occupation or employment and five year employment history of each of the
Purchaser Designees, as of January 7, 1997. Except as otherwise indicated
below, the business address of each Purchaser Designee is DLB Oil & Gas, Inc.,
1601 Northwest Expressway, Suite 700, Oklahoma City, Oklahoma 73118-1401, and
each such person is a citizen of the United States.
Mike Liddell, age 43, has served as Chief Executive Officer of Parent
since October 1994, and as a director of Parent since 1991. From 1991 to 1994,
Mr. Liddell was President of Parent. From 1979 to 1991, he was President and
Chief Executive Officer of DLB Energy Corporation. He received a B.S. degree
in education from Oklahoma State University. He is the brother of Mark
Liddell.
Mark Liddell, age 42, has served as the President of Parent since
October 1994, and since 1991 has been a director of Davidson Oil & Gas, Inc.
and Parent. From 1991 to 1994, Mr. Liddell was Vice President of Parent. From
1985 to 1991, he was Vice President of DLB Energy Corporation. From 1991 to
May 1995, Mr. Liddell served as a director of TGX Corporation, a publicly-held
oil and gas company, and, from 1989 to 1990, he served as a director of Kaneb
Services, Inc., a publicly-held industrial services and pipeline transportation
company. He received a B.S. degree in education and a J.D. degree from the
University of Oklahoma. He is the brother of Mike Liddell.
Gary C. Hanna, age 39, has served as Executive Vice President and
Chief Operating Officer of Parent since October 1994. From 1982 to October
1994, he was President and Chief Executive Officer of Hanna Oil Properties,
Inc., an Oklahoma City-based petroleum consulting company. Beginning in 1991
and continuing until Mr. Hanna joined Parent, Hanna Oil Properties, Inc.
performed most of the Parent's acquisition and land services. He received a
B.B.A. degree in economics from the University of Oklahoma. Mr. Hanna is on
the Board of Directors of the Oklahoma Independent Producers Association.
Ronald D. Youtsey, age 41, has served as Senior Vice President and
Chief Financial Officer of Parent since October 1994. Mr. Youtsey joined
Parent as Controller in 1991. From 1979 to 1991, he was employed by French
Petroleum Corporation, an oil and gas exploration and production company, last
serving as Vice President of
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<PAGE> 10
Finance. Mr. Youtsey is a Certified Public Accountant and a member of the
American Institute of Certified Public Accountants. He received a B.S. degree
in accounting from the University of Central Oklahoma.
Ted A. Campbell, age 36, has served as Vice President of Drilling and
Production for Parent since October 1994 and was Operations Manager from 1991
until 1994. From 1987 until the formation of Parent, he was employed by DLB
Energy Corporation as a geologist. Mr. Campbell is a member of the American
Association of Petroleum Geologists. He received a B.S. degree in geology from
Oklahoma State University.
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