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 28, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders 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 28, 1997, at 10:00 a.m., local
time, and any and all adjournments thereof.
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 11, 1997
as a record date for the determination of stockholders 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
DENNIS O. LAING
Secretary
April 11, 1997
Greenwood Village, Colorado
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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 28, 1997
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 28, 1997, 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.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The close of business on April 11, 1997 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 14, 1997 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.
<PAGE>
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 14, 1997 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
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
<PAGE>
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
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, 37, 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., 68, 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., 46, has been a Director since 1978. He is President
of Marine Development Corporation, which manufactures air conditioning
equipment for pleasure water craft. (2) (3)
<PAGE>
DONALD G. JUMPER, 61, 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, 64, 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., 48, 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
(3) Member of Compensation Committee
The Board has three standing committees: the Executive Committee, the
Audit Committee and the Compensation Committee. During 1996, there were
three meetings of the Board of Directors. The Executive, Audit, and
Compensation Committees each met one
time.
The Executive Committee is empowered, with certain limitations, 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.
<PAGE>
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 61 President, Chief Executive 1982
Officer and Chief Financial and
Accounting Officer
Dennis O. Laing 51 Secretary and General Counsel 1978
Mr. Jumper is the only officer of the Company that is a nominee for Director.
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.
On August 31, 1996, John W. Smith retired from his position as executive
vice president.
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 1996.
Name Principal Position Year Annual Compensation
- ---------------- -------------------- ---- -------------------
Salary
Donald G. Jumper President and Chief 1996 $ 70,000
Executive Officer, 1995 94,209
Chief Financial and 1994 100,000
Accounting Officer
The chief executive officer also receives 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.
In December of 1996 the Board of Directors approved a severance benefit
for the chief executive officer. That arrangement provides for the payment of
$140,000 to the chief executive officer in the event that the Company is
acquired and the chief executive officer is not retained as an employee of the
acquirer.
The Company does not presently have any other plans for its executive
officers involving stock appreciation rights, long-term incentives, employment
contracts, and change in control agreements. Stock options held by officers
of the Company have expired unexercised.
<PAGE>
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, 1997.
Price Waterhouse has audited the Company's consolidated financial statements
annually since inception. 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 1997. 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 1997.
STOCKHOLDER PROPOSALS FOR 1997
Stockholder proposals for inclusion in the Proxy Statement for the Annual
Meeting to be held in 1998 must be received prior to December 15, 1997.
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 11, 1997
Greenwood Village, Colorado
