GREAT EASTERN ENERGY AND
DEVELOPMENT CORPORATION
5990 Greenwood Plaza Blvd.
Suite 127
Greenwood Village, Colorado 80111
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on Wednesday, May 29, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockhold
ers of Great Eastern Energy and Development Corporation (the
"Company") will be held at the offices of the Company, 5990
Greenwood Plaza Blvd., Suite 127, Greenwood Village, Colorado
80111, on Wednesday, May 29, 1996, at 10:00 a.m., local time, for
the following purposes:
1. To elect directors of the Company for the ensuing
year.
2. To ratify appointment of Price Waterhouse as
independent accountants of the Company for the ensuing
year.
3. 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
April 12, 1996 as a record date for the determination of stock
holders entitled to receive notice of and to vote at the Annual
Meeting. A majority of the outstanding stock is required for a
quorum. A list of all stockholders entitled to vote at the
Annual Meeting will be on file at the offices of the Company,
5990 Greenwood Plaza Blvd., Suite 127, Greenwood Village,
Colorado 80111, for ten days prior to and during the Annual
Meeting.
Management sincerely desires your presence at this meeting.
However, so that we may be sure your vote is included, please
sign and return the enclosed proxy. For your convenience, there
is enclosed a return envelope requiring no postage, which is for
use in returning your proxy. If you attend the meeting, you may
revoke the proxy and vote in person.
By Order of the Board of Directors
<PAGE>
DENNIS O. LAING
Secretary
April 12, 1996
Greenwood Village, Colorado
GREAT EASTERN ENERGY AND
DEVELOPMENT CORPORATION
5990 Greenwood Plaza Blvd.
Suite 127
Greenwood Village, Colorado 80111
Proxy Statement
ANNUAL MEETING OF STOCKHOLDERS
To be held on May 29, 1996
SOLICITATION OF PROXY
This proxy statement is furnished in connection with the
solicitation by the Board of Directors of Great Eastern Energy
and Development Corporation (the "Company") of proxies to be used
at the Annual Meeting of Stockholders to be held at the offices
of the Company, 5990 Greenwood Plaza Blvd., Suite 127, Greenwood
Village, Colorado 80111, on Wednesday, May 29, 1996, at 10:00
a.m., local time, and any and all adjournments thereof.
The cost of solicitation of the proxies will be borne by the
Company. In addition to solicitation by mail, proxies may be
solicited personally, by telephone or telegraph by directors,
officers and employees of the Company and arrangements may be
made with brokerage houses and other custodians, nominees and
fiduciaries to send proxy material to their principals. The
enclosed proxy, even though executed and returned, may be revoked
at any time prior to voting of the proxy by giving notice in
writing of such revocation to the Secretary of the Company.
Shares of common stock represented by a proxy will be voted at
the meeting. This proxy statement and proxy, along with the
annual report to stockholders which accompanies it, are
concurrently being mailed to stockholders.
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The close of business on April 12, 1996 has been fixed as
the record date for the determination of stockholders entitled to
receive notice of and to vote at the Annual Meeting. On each
matter to come before the meeting, holders of common stock are
entitled to one vote for each share held. The total number of
shares issued and outstanding on the record date was 18,844,245.
The following table shows the number and percentage of
shares held as of March 15, 1996 by each person who is known to
the Company to be the beneficial owner of more than five percent
of the voting securities of the Company. Except as otherwise
indicated, each shareholder has sole investment and voting power
over the shares listed.
Amount and Nature
Beneficial Ownership
----------------------
Shares subject to
Name and address Direct Option Percent
- ---------------------------------- ------ ------ -------
1
Mr. Alex G. Campbell, Jr.......... 6,771,365 35.9
P. O. Box 223
Lexington, Kentucky 40584
2
Mr. William T. Young.............. 5,642,640 29.9
P. O. Box 1110
Lexington, Kentucky 40589
The following table shows the number and percentage of
shares held as of March 15, 1996 by each Director of the Company
or nominee for election as Director and all Officers and
Directors as a group. Except as otherwise indicated, each
shareholder has sole investment and voting power over the shares
listed.
Amount and Nature
Beneficial Ownership
-----------------------
Shares subject to
Name and address Direct Option Percent
- ---------------------------------- ------ ------ -------
3
Mr. Edward S. Barr................ 271,300 1.4
390 Andover Dr.
Lexington, Kentucky 40502
1
Mr. Alex G. Campbell, Jr.......... 6,771,365 35.9
P. O. Box 223
Lexington, Kentucky 40584
<PAGE>
Mr. John I. Crews, Jr............. 172,720 0.9
P. O. Box 15299
Richmond, Virginia 23227
Mr. Donald G. Jumper.............. 270,004 1.4
5990 Greenwood Plaza Blvd.
Suite 127
Greenwood Village, Colorado 80111
4
Mr. S. Buford Scott............... 519,480 2.8
P. O. Box 1575
Richmond, Virginia 23213
William T. Young, Jr.............. 37,300 0.2
2225 Young Drive
Lexington, Kentucky 40505
All officers and directors as a
group (8 individuals)............ 7,849,018 41.7
1
The shares listed for Alex G. Campbell, Jr. include 9,000 shares
held indirectly by Mr. Campbell in Camco, a general partnership,
261,000 shares held by various trusts which Edward S. Barr, Alex
G. Campbell, Jr. and Elizabeth A. Campbell serve as trustees.
Also included in Mr. Campbell's listed shares are 300 shares
held in custody for Frances Fox II and 6,000 shares held as
trustee for the children of Philip W. Powell.
2
The shares listed for William T. Young are held in trust by Mr.
Young, as trustee, for the benefit of Mr. Young under a trust
agreement dated January 10, 1985.
3
The shares listed for Edward S. Barr include 6,000 shares held
indirectly by Mr. Barr in Camco, a general partnership, 261,000
shares held by various trusts which Edward S. Barr, Alex G.
Campbell, Jr. and Elizabeth A. Campbell serve as trustees. Mr.
Barr directly owns 4,300 shares.
4
Mr. Scott holds 1,000 shares as trustee.
ELECTION OF DIRECTORS
<PAGE>
Six Directors will be elected at the Annual Meeting to serve
until the next Annual Meeting or until their successors are duly
elected. The name and additional information for each nominee
for election as Director is set forth below. All nominees are
incumbent Directors of the Company and have consented to be named
herein and have agreed to serve if elected.
EDWARD S. BARR, 36, was first elected to the Board in
December 1990. Mr. Barr is President of E. S. Barr & Company,
Investment Management, Lexington, Kentucky. Prior to September
1992, Mr. Barr was a Vice President for First Security
Corporation in Lexington, Kentucky serving as an assistant to its
Chief Executive Officer having responsibilities for corporate
investment portfolio. (1) (2)
ALEX G. CAMPBELL, JR., 67, has been a Director since 1980
and Chairman of the Board since May, 1991. Mr. Campbell may be
deemed to be a control person of the Company. He is a private
investor in Lexington, Kentucky involved in a number of local
enterprises. (1)
JOHN I. CREWS, JR., 45, has been a Director since 1978. He
is President of Marine Development Corporation, which
manufacturers air conditioning equipment for pleasure water
craft. (2) (3)
DONALD G. JUMPER, 60, President, Chief Executive Officer and
Chief Accounting and Financial Officer has been a director since
May, 1982. Mr. Jumper may be deemed a control person of the
Company. Mr. Jumper is the Chairman of the Board of Patton Oil
Co., a wholly-owned subsidiary of Great Eastern. (1)
S. BUFORD SCOTT, 63, has been a Director since 1978. He is
Chairman of the Board of Scott and Stringfellow Investment Corp.,
an investment banking firm in Richmond, Virginia and served as co-
manager of the Company's public offering. Mr. Scott may be
deemed a control person of the Company. He is also a Director of
Ethyl Corporation. (2) (3)
WILLIAM T. YOUNG, JR., 47, has been a Director since May,
1991. He is the president of W. T. Young, Inc., a private
enterprise located in Lexington, Kentucky which engages in public
warehousing, trucking, real estate development and thoroughbred
horse breeding and racing. (1) (2) (3)
- --------
(1) Member of Executive Committee
(2) Member of Audit Committee
<PAGE>
(3) Member of Compensation Committee
The Board has three standing committees: the Executive
Committee, the Audit Committee and the Compensation Committee.
During 1995, there were two meetings of the Board of Directors.
The Executive, Audit, and the Compensation Committee did not
meet.
The Executive Committee is empowered, with certain limita
tions, to exercise all the powers of the Board of Directors when
the full Board is not in session.
The functions of the Audit Committee are to recommend the
independent accountants and review the overall audit plan. It
evaluates the report of the independent accountants and their
performance. It is also a duty of this Committee to review the
Company's internal accounting procedures and the annual financial
statements.
The function of the Compensation Committee is to review
salaries for the Company's officers, to adopt compensation plans
in which officers and directors are eligible to participate, and
to allot shares, options or other benefits under any such plan.
PRINCIPAL OFFICERS OF THE COMPANY
The following table lists the principal officers of Great
Eastern Energy and Development Corporation.
Year First
Name Age Position Elected
- ---------------- --- -------------------------------- ----------
Donald G. Jumper 60 President, Chief Executive 1982
Officer and Chief Financial and
Accounting Officer
John W. Smith 62 Executive Vice President and 1982
Assistant Secretary
Dennis O. Laing 50 Secretary and General Counsel 1978
Mr. Jumper is the only officer of the Company that is a nominee
for Director.
JOHN W. SMITH, Mr. Smith joined the Company in 1982 as Vice
President - Geology. Mr. Smith is President and Chief Executive
<PAGE>
Officer of Patton Oil Co., a wholly-owned subsidiary of Great
Eastern.
DENNIS LAING, Mr. Laing is with the law firm of Beale,
Balfour, Davidson, Etherington & Parker, P.C., Richmond, Virginia.
He has served as Corporate Secretary and General Counsel to the
Company since its formation.
The Directors of Great Eastern serve concurrent terms of one
year and officers serve at the pleasure of the Board.
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding
compensation of each of the Executive Officers or Directors of the
Company whose annual compensation exceeded $100,000 during 1995.
Name Principal Position Year Annual Compensation
- ---------------- ------------------ ---- -------------------
Salary
------
Donald G. Jumper President and Chief 1995 $ 94,209
Executive Officer, 1994 100,000
Chief Financial and 1993 100,000
Accounting Officer
The officers also receive certain other benefits which in the
aggregate do not exceed the lesser of $50,000 or 10% of the annual
compensation reported in the table.
The Company does not presently have any plans for its
executive officers involving stock appreciation rights, long-term
incentives, employment contracts, termination of employment and
change in control agreements. Stock options held by officers of
the Company have expired unexercised.
Directors are not compensated for their services. Directors
are currently reimbursed travel expenses and the cost of overnight
accommodations incurred in connection with attendance at
directors' meetings.
RATIFICATION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected Price Waterhouse as
independent accountants of the Company for the fiscal year ending
December 31, 1996. Price Waterhouse has audited the Company's
consolidated financial statements annually since inception.
<PAGE>
Representatives of Price Waterhouse are not expected to be present
at the Annual Meeting; however, they will have the opportunity to
make a statement if they so desire and are also expected to be
available to answer appropriate questions.
The Board of Directors recommends a vote for ratification of
the selection of Price Waterhouse as independent accountants for
1996. Proxies solicited by the Board of Directors will be so
voted unless stockholders specify otherwise. If ratification is
not approved, the Board of Directors will appoint independent
accountants for 1996.
STOCKHOLDER PROPOSALS FOR 1996
Stockholder proposals for inclusion in the Proxy Statement
for the Annual Meeting to be held in 1997 must be received prior
to December 13, 1996.
OTHER MATTERS
Management does not intend to present, and knows of no one
who does intend to present, any matter for action by stockholders
at the meeting other than as stated in the notice hereof.
However, the enclosed proxy confers discretionary authority with
respect to the transaction of any other business which may
properly come before the meeting, and it is the intention of the
persons named in the enclosed proxy to vote such proxy in
accordance with their judgment on any such matter.
By Order of the Board of
Directors
DENNIS O. LAING
April 12, 1996
Greenwood Village, Colorado
