<PAGE>
EVERGREEN RESOURCES, INC.
1000 Writer Square, 1512 Larimer Street
Denver, Colorado 80202
303-534-0400
------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held 10 August 1995
TO THE SHAREHOLDERS OF EVERGREEN RESOURCES, INC.:
NOTICE HEREBY IS GIVEN that the Annual Meeting of Shareholders of Evergreen
Resources, Inc., a Colorado corporation (the "Company") will be held on the 37th
floor of the Denver Petroleum Club, 555 Seventeenth Street, Denver, Colorado,
on 10 August 1995, at 10:00 a.m., Mountain Daylight Time, and at any and all
adjournments thereof, for the purpose of considering and acting upon the
following matters:
1. To elect four (4) Directors of the Company;
2. To transact such other business as properly may come before the
meeting or any adjournment thereof.
Only holders of record of the Company's common stock at the close of business on
10 July 1995 will be entitled to notice of and to vote at the Meeting or at any
adjournment or adjournments thereof.
All Shareholders, whether or not they expect to attend the Meeting in person,
are urged to sign and date the enclosed Proxy and return it promptly in the
enclosed postage-paid envelope which requires no additional postage if mailed in
the United States. The giving of a proxy will not affect your right to vote in
person if you attend the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS.
JAMES S. WILLIAMS
CHAIRMAN
Denver, Colorado
10 July 1995
<PAGE>
GENERAL INFORMATION
The enclosed Proxy is solicited by and on behalf of the Board of Directors of
Evergreen Resources, Inc., a Colorado corporation (the "Company"), for use at
the Company's Annual Meeting of Shareholders to be held on the 37th floor of the
Denver Petroleum Club, 555 Seventeenth Street, Denver, Colorado, on 10 August
1995, at 10:00 a.m., Mountain Daylight Time, and at any adjournment thereof.
This Proxy Statement and the accompanying Proxy Card will be mailed to the
Company's Shareholders on or about 10 July 1995.
Any person signing and returning the enclosed Proxy may revoke it at any time
before it is voted by giving written notice of such revocation to the Company,
or by voting in person at the Meeting. The expense of soliciting proxies,
including the cost of preparing, assembling and mailing this proxy material to
Shareholders, will be borne by the Company. It is anticipated that
solicitations of proxies for the Meeting will be made only by use of the mails;
however, the Company may use the services of its Directors, Officers and
Employees to solicit proxies personally or by telephone without additional
salary or compensation to them. Brokerage houses, custodians, nominees and
fiduciaries will be requested to forward the proxy soliciting materials to the
beneficial owners of the Company's shares held of record by such persons, and
the Company will reimburse such persons for their reasonable out-of-pocket
expenses incurred by them in that connection.
All shares represented by valid proxies will be voted in accordance therewith at
the Meeting. Shares not voting as a result of a proxy marked abstain will be
counted as part of total shares voting in order to determine whether or not a
quorum has been achieved at the Meeting.
Shares will not be counted as part of the vote on any business at the Meeting on
which the Shareholder has abstained.
The Company's Annual Report to Shareholders for the fiscal year ended 31 March
1995 is being mailed simultaneously to the Company's Shareholders, but does not
constitute part of these proxy soliciting materials.
SHARES OUTSTANDING AND VOTING RIGHTS
All voting rights are vested exclusively in the holders of the Company's no par
value voting common stock, with each share entitled to one vote. Only
Shareholders of record at the close of business on 10 July 1995 are entitled to
notice of and to vote at the Meeting or any adjournment thereof. On 10 July
1995 the Company had 5,672,159 shares of its no par value voting common stock
outstanding, each of which is entitled to one vote on all matters to be voted
upon at the Meeting, including the election of Directors. No fractional shares
are presently outstanding.
A majority of the Company's outstanding voting common stock represented in
person or by proxy shall constitute a quorum at the Meeting. The affirmative
vote of a majority of the votes cast, providing a quorum is present, is
necessary to elect the Directors. Cumulative voting in the election of
Directors is not permitted.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table presents information with respect to shares of the Company's
common stock beneficially owned by the Company's Directors and Officers and by
all Directors and Officers of the Company as a group, and by all other persons
known by management to own beneficially five percent (5%) or more of the
Company's common stock as of 10 July 1995.
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BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT
TITLE OF CLASS NAME AND ADDRESS AMOUNT AND NATURE OF CLASS
- -------------- ---------------- ----------------- --------
No Par Value Heartland Advisors, Inc. 487,000 7.9%
Common Stock 790 North Milwaukee Street
Milwaukee, WI 53202
No Par Value Gold Energy Inc. 1,048,000 (1) 17.0%
Common Stock P. O. Box 2485
Greenville, SC 29602
No Par Value James C. Ryan, Jr. 1,341,082 (2)(12) 21.7%
Common Stock P. O. Box 2485
Greenville, SC 29602
No Par Value John J. Ryan III 225,032 (3) 3.6%
Common Stock 13 avenue de Bude
1202 Geneva Switzerland
No Par Value James S. Williams 81,540 (4) 1.3%
Common Stock 1512 Larimer Street, #1000
Denver, CO 80202
No Par Value Mark S. Sexton 118,382 (5) 1.9%
Common Stock 1512 Larimer St., #1000
Denver, CO 80202
No Par Value Dennis R. Carlton 100,626 (6) 1.7%
Common Stock 1512 Larimer St., #1000
Denver, CO 80202
No Par Value J. Keither Martin 6,500 (9) -
Common Stock 3 Sequoia Street
Golden, CO 80401
No Par Value Timothy G. Corey 103,109 (7)(8) 1.7%
Common Stock P. O. Box 2485
Greenville, SC 29602
No Par Value Alain Blanchard 65,170 (10) 1.1%
Common Stock P. O. Box 2485
Greenville, SC 29602
No Par Value Larry D. Estridge 1,000 -
Common Stock 106 Lady Banks Lane
Greenville, SC 29650
No Par Value Ian M. Thomson 15,000 (11) 0.2%
Common Stock
No Par Value All Officers and Directors 2,544,441 (13) 41.1%
Common Stock As A Group (10 Persons)
(1) Gold Energy Inc., a Delaware corporation, is 100% owned by Goldenergy
Investments, Inc. ("Goldenergy"), a Panama corporation. The ultimate
beneficial owners of the Company's shares held by Goldenergy are unknown to
the management of the Company, which has no direct or indirect ownership of
Goldenergy. The Company is unaware of any additional shares of Evergreen
to which Goldenergy has the right to acquire beneficial ownership.
(2) Includes 62,500 shares issuable pursuant to stock purchase warrants
presently exercisable.
(3) Includes 25,000 shares issuable pursuant to stock purchase warrants
presently exercisable.
(4) Includes 44,000 shares issuable pursuant to stock purchase warrants
presently exercisable.
3
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(5) Includes 68,575 shares issuable pursuant to stock purchase warrants
presently exercisable.
(6) Includes 56,075 shares issuable pursuant to stock purchase warrants
presently exercisable.
(7) Includes 57,950 shares issuable pursuant to stock purchase warrants
presently exercisable.
(8) Officer and/or Director of Gold Energy Inc. Disclaims any beneficial
ownership in shares owned by Gold Energy Inc.
(9) Includes 2,000 shares issuable pursuant to stock purchase warrants
presently exercisable.
(10) Includes 62,500 shares issuable pursuant to stock purchase warrants
presently exercisable.
(11) Includes 15,000 shares issuable pursuant to stock purchase warrants
presently exercisable.
(12) James C. Ryan, Jr. has sole voting power of the 1,048,000 Gold Energy Inc.
shares. He has no power to sell or otherwise dispose of these shares and
disclaims any beneficial ownership in the shares.
(13) Gold Energy Inc. shares added once. Convertible Preferred shares not
included.
In addition to those persons set forth in the table above, CEDE & Co. was the
record holder of more than 5% of the common stock as of 10 July 1995; however,
the Company does not know the nature of the beneficial ownership of such shares.
There is no arrangement, known to the Company, including any pledge by any
person of securities of the Company or any of its parents, the operation of
which may at a subsequent date result in a change in control of the Company
except on September 1, 1994, Gold Energy Inc. ("Gold") and James C. Ryan, Jr.
("Ryan") entered into a Shareholder Voting Agreement ("Agreement") and
Irrevocable Proxy ("Proxy"). During the term of the Agreement, Gold and Ryan
may each nominate one Director to serve on the Company's Board of Directors.
James C. Ryan, Jr. and Alain Blanchard were nominated as Directors under this
Agreement. Additionally, the Agreement provides that with respect to any
resolution regarding an amendment to the Company's Articles of Incorporation,
Bylaws, a proposed merger, consolidation, share exchange, sale of assets out of
the ordinary course of business, voluntary dissolution or any other matter on
which Shareholder approval is required, Gold and Ryan will only vote in favor of
the resolution if each agree in writing to the resolution. To facilitate the
terms of the Agreement, Gold has conveyed an Irrevocable Proxy to Ryan. The
Agreement and the Proxy are in effect until the 1996 Annual Meeting, but no
later than 31 August 1996.
ELECTION OF DIRECTORS
The Articles of Incorporation of Evergreen Resources, Inc. provide that the
members of the Company's Board of Directors shall be divided into three classes,
as nearly equal in number as possible, each of which is to serve for three
years, with one class being elected each year.
To be elected as a Director, each nominee must receive the favorable vote of a
majority of the shares represented and entitled to be voted at the Meeting. The
persons named in the enclosed form of proxy, unless otherwise directed therein,
intend to vote such proxy FOR the election of the nominees named below as
Directors for the term specified. If the nominees become unavailable for any
reason, the persons named in the form of proxy are expected to consult with
management of the Company in voting the shares represented by them. Management
has no reason to believe that the nominees will be unavailable or unwilling to
serve if elected to office. To the knowledge of management, the nominees intend
to serve the term for which election is sought.
In order to comply with the Articles of Incorporation, the Board of Directors
has nominated four persons for election as Director at this Meeting. Three of
the nominees will serve for three year terms and one nominee will serve for a
one year term and then be re-elected next year to a new three year term. The
nominees are currently serving as Directors and have consented to serve for the
new terms.
PRESENT DIRECTORS NOMINATED FOR RE-ELECTION
Director Term to
Name Age Position Since Expire
---- --- -------- ----- ------
Dennis R. Carlton 45 Vice President and Director 1995 1998
James C. Ryan, Jr. 56 Director 1989 1996
Mark S. Sexton 39 President and Director 1995 1998
James S. Williams 60 Chairman and Director 1981 1998
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CONTINUING DIRECTORS WHOSE TERMS ARE NOT EXPIRING
Director Term
Name Age Position Since Expires
---- --- -------- -------- -------
John J. Ryan, III 68 Vice President and Director 1989 1996
Alain Blanchard 54 Director 1989 1997
Larry D. Estridge 51 Director 1989 1997
There is no family relationship between any Director, executive or person
nominated or chosen by Evergreen to become a Director or Executive Officer
except James C. Ryan, Jr., a Director, is the cousin of John J. Ryan III, Vice
President and a Director.
There is no compensatory plan or arrangement with respect to any individual
named above which results or will result from the resignation, retirement or any
other termination of employment with the Company, or from a change in the
control of the Company.
No Director or Executive Officer of the Company or nominee for election as a
Director has been indebted to the Company or its subsidiaries at any time since
the beginning of the Company's last fiscal year in any amount.
Additional information regarding the nominees for election as a Director and the
continuing Directors of the Company is as follows:
NOMINEES
DENNIS R. CARLTON - VICE PRESIDENT EXPLORATION AND DIRECTOR
EXECUTIVE VICE PRESIDENT AND COO - EOC
Mr. Carlton was named a Director of Evergreen in March 1995. He received a
Bachelor of Science degree in Geology in 1972 and a Master of Science degree in
Geology in 1975 from Wichita State University. He joined Evergreen in December
1981 as Vice President Geology. He was named a Director in March 1985 and
President in December 1986. He served as President and a Director until May
1989 when he was named Executive Vice President of EOC. In May 1991 he was
named Vice President Exploration of Evergreen. He resides in Denver, Colorado
and devotes full time to Evergreen.
MARK S. SEXTON - PRESIDENT AND DIRECTOR
PRESIDENT - EOC
Mr. Sexton was named a Director of Evergreen in March 1995 and President in June
1995. He has managed the daily activities of EOC since December 1987 and was
named Vice President Operations for Evergreen and President of EOC in May 1989.
He graduated in 1978 from Stanford University with a B.S. degree in Mechanical
Engineering. From August 1978 to November 1982, he was employed in various
technical positions with Amoco Production Company. From November 1982 to
December 1985, he was employed with Norwest Bank Minneapolis as Senior Petroleum
Engineer/Manager. From January 1986 to June 1987, he was President of Sound
Energy Development Co. and helped form the Carbon River Energy Partnership,
which was created to develop natural gas reserves from coal deposits. He
resides in Denver, Colorado and devotes full time to Evergreen.
JAMES C. RYAN, JR. - DIRECTOR
Mr. Ryan was named President and a Director of Evergreen in May, 1989, and CEO
in April 1990. He resigned as President and CEO in June 1995. He has been
engaged in U.S. oil and gas activities for over ten years. Mr. Ryan resides in
Greenville, South Carolina.
JAMES S. WILLIAMS - CHAIRMAN AND DIRECTOR
Mr. Williams has been the Chairman and a Director of Evergreen since founding
the Company in 1981. Mr. Williams graduated in 1956 from Columbia College and
has been engaged in U.S. oil and gas activities for over twenty years. Mr.
Williams resides in Denver, Colorado and devotes full time to Evergreen.
5
<PAGE>
CONTINUING DIRECTORS
JOHN J. RYAN III - VICE PRESIDENT AND DIRECTOR
CHAIRMAN - EVERGREEN RESOURCES (U.K.) LTD.
Mr. Ryan was named Vice President and a Director of Evergreen in May 1989.
Since 1982 he has been engaged in international tax and investment activities.
Mr. Ryan, a resident of Geneva, Switzerland, has been an Officer and Director of
EOC since its inception in 1982. He is Chairman of Evergreen Resources (U.K.)
Ltd. and currently devotes a significant amount of his time to Evergreen.
ALAIN BLANCHARD - DIRECTOR
Mr. Blanchard was named Director of Evergreen in May 1989. From 1983 until 1988
Mr. Blanchard was an Associate and shareholder of Laidlaw Adams and Peck. A
resident of Brussels, Belgium, he has managed discretionary funds for private
and institutional clients for over 15 years and continues to do so.
LARRY D. ESTRIDGE - DIRECTOR
Mr. Estridge was named a Director of Evergreen in May 1989. He resides in
Greenville, South Carolina, and is a partner in the law firm of Wyche, Burgess,
Freeman & Parham, P.A. He has been affiliated with the Wyche law firm since
July 1972. He has represented Evergreen and a number of affiliated companies
for over 10 years.
MEETINGS OF DIRECTORS AND COMMITTEES
The Company's Board of Directors held 10 meetings during the fiscal year ended
March 31, 1995, at which time all the then Directors were present or consented
in writing to the action taken at such meetings. No incumbent Director withheld
his consent to any action taken at such meetings.
The Audit Committee, presently composed of James C. Ryan, Jr., Alain Blanchard
and Larry D. Estridge, was formed on May 11, 1989. The Committee recommends to
the Board the firm to be employed as the Company's independent auditors and
consults with and reviews the reports of the Company's independent auditors and
the Company's internal financial staff. Two meetings were held during the
fiscal year ended March 31, 1995.
The Compensation Committee, formed in August 1990, is presently composed of
James C. Ryan, Jr. and Larry D. Estridge. The Compensation Committee assists
the Board in establishing compensation for key Employees. Two meetings were
held during the fiscal year ended March 31, 1995.
BUSINESS EXPERIENCE OF KEY MANAGEMENT
TIMOTHY G. COREY - VICE PRESIDENT AND TREASURER
Mr. Corey was named Vice President and Treasurer of Evergreen in May 1989. Mr.
Corey has been employed by EOC since 1984 and an Officer since 1987. He resides
in Greenville, South Carolina and devotes a majority of his time to Evergreen.
J. KEITHER MARTIN - SECRETARY
CONTROLLER - EOC
Mr. Martin was named Secretary in June 1995. He has served as Controller for
EOC since 1984. He resides in Denver and devotes full time to Evergreen.
During the previous sixteen years, Mr. Martin was employed by Anderson Oil
Company as Director of Financial Information.
6
<PAGE>
IAN M. THOMSON - MANAGING DIRECTOR
EVERGREEN RESOURCES (U.K.) LTD.
Mr. Thomson graduated in 1961 from Edinburgh University with a BSc (Hons) degree
in engineering followed by post-graduate studies at Imperial College, London.
He was a Board Director of the Laird Group PLC, a leading U.K. industrial
conglomerate, responsible for a mining equipment subsidiary in the U.K., U.S.
and other countries. He presently holds various non-executive directorships in
U.K. industrial and manufacturing companies. Mr. Thomson resides in Oxford,
England.
BOB D. BRADY - VICE PRESIDENT ENGINEERING AND OPERATIONS - EOC
Mr. Brady joined Evergreen in August 1989 as a Consulting Petroleum Engineer.
Prior to joining Evergreen, Mr. Brady was an Independent Consulting Petroleum
Engineer to various major oil and gas companies in the United Kingdom, Italy and
West Africa. Mr. Brady resides in Denver and devotes full time to Evergreen.
BERNETTE P. GUEST - MANAGER - MANAGEMENT INFORMATION SYSTEMS - EOC
CHIEF FINANCIAL OFFICER - PRIMERO GAS GATHERING COMPANY
Ms. Guest joined Evergreen in January 1989 as Revenue Manager. From 1974
through June 1988 she was employed by Golden Oil Company, a public oil and gas
exploration and production company, as Vice President, Chief Financial Officer
and a Director. From June 1988 until January 1989 she was an independent
consultant. Ms. Guest resides in Denver and devotes full time to Evergreen.
FLOYD TRUJILLO - PRODUCTION SUPERVISOR - EOC
Mr. Trujillo joined EOC as Production Supervisor in 1988. From 1986-1988 he was
employed by Consolidated Oil & Gas as a Production Analyst. From 1983-1986 he
was employed by Henderson Petroleum as Production Supervisor. Mr. Trujillo
resides in Denver and devotes full time to Evergreen.
TERM OF OFFICE
The Officers of the Company are elected annually by the Board of Directors.
Each Officer holds office until his successor is duly elected and qualified or
until his death, resignation or removal, if earlier. Any Officer elected or
appointed by the Board of Directors may be removed by the Board of Directors
whenever in its judgment the best interests of the Company will be served
thereby.
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EXECUTIVE COMPENSATION
The following table sets forth in summary form the compensation received during
each of the Company's last three completed fiscal years by the Chief Executive
Officer of the Company. No Executive Officer of the Company received total
salary and bonus exceeding $100,000 in the Company's fiscal year ended March 31,
1995.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-----------------------------------------------------------------
RESTRICTED
OTHER ANNUAL STOCK LTIP ALL OTHER
NAME AND FISCAL SALARY BONUS COMPENSATION AWARD(S) WARRANTS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($)(1) ($)(2) (#) ($) ($)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James C. Ryan 1995 62,500 0 0 0 0 0 0
President, Chief 1994 119,375 0 0 0 50,000 0 0
Executive Officer, 1993 102,500 0 0 0 0 0 0
and a Director
- ----------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) The aggregate amount of perquisites and other personal benefits did not
exceed 10% of the Officer's total annual compensation. Mr. Ryan resigned
as President and CEO in June 1995.
</TABLE>
WARRANT GRANTS
No stock purchase warrants were granted during the fiscal year ended
March 31, 1995.
WARRANT/OPTION EXERCISES AND HOLDINGS
The following table sets forth information with respect to the named Executive
Officer of the Company concerning the exercise of options/warrants during the
last fiscal year and unexercised warrants held as of the end of the fiscal year.
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-The-Money
Shares Warrants/Options Warrants/Options
Acquired Value FY End (#) FY End ($)
on Exercise Realized Exercisable (E)/ Exercisable (E)/
Name (#) ($) Unexercisable (U) Unexercisable (U)
- -------------------- ------------- ---------- -------------------- --------------------
<S> <C> <C> <C> <C>
James C. Ryan, Jr. 0 0 62,500 (E) $18,750 (E)
</TABLE>
During the fiscal year ended March 31, 1995, the Company deferred no
compensation to the person named in the preceding tables.
REPORT ON EXECUTIVE COMPENSATION
The goal of the Compensation Committee is to ensure that the Company employs
qualified, experienced Executive Officers whose financial interest is aligned
with that of the Shareholders. The Committee considers general industry
practice, tax effects and other factors in structuring executive compensation.
Base salaries for each of the Company's Executive Officers are determined by
taking into consideration performance, length of tenure with the Company and
compensation by Industry competitors for comparable positions. In order to
determine comparable salary levels paid within the Industry, the Committee
reviews various surveys and publicly filed information of its competitors.
Executive Officer performance may be measured by several criteria that are
considered important to the Company's success. These criteria are not
specifically weighted in the determination of whether to award an annual bonus
to an Executive Officer, since the relative importance of such criteria may
change from year to year and the relative
8
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responsibilities of each Executive Officer in the achievement of each of the
objectives may differ. Examples of criteria considered are: quantity of oil
and gas reserves added; finding cost of oil and gas reserves; control of lifting
costs; and overall financial management.
The Company also utilizes restricted stock and stock purchase warrants
("warrants") as incentives for Executive Officers. The size of such grants is
dependent on individual performance, level of responsibility and base salary,
and the number of restricted shares and/or warrants in relation to the total
outstanding shares of Common Stock and Common Stock equivalents.
In the fiscal year ended March 31, 1995, James C. Ryan, Jr. received $62,500 of
compensation for his services as CEO and President. He resigned as CEO and
President in June 1995 and continues as a Director.
In establishing this compensation level, the Compensation Committee and the
Board have reviewed published summaries of Oil & Gas Industry Compensation
Surveys as well as compensation levels of peer companies.
Based on these reviews, the Committee and the Board believe that Evergreen's CEO
has received approximately one half of the CEO compensation reported in the
published surveys over the last three years, and less than one half of the peer
group CEO compensation based on the most recent reported information.
During the fiscal year ended March 31, 1995, the Committee approved restricted
stock grants to members of Management as additional compensation.
SUBMITTED BY THE BOARD OF DIRECTORS
9
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PERFORMANCE GRAPH
The following performance graph reflects yearly percentage change in (i) the
Company's cumulative, five year total stockholder return on Common Stock as
compared with the cumulative, five year total return of (ii) the National
Securities Dealers Automated Quotation System ("NASDAQ") Stock Market Index of
U.S. Companies and (iii) a peer group index. The NASDAQ index and the peer
group index were supplied by the Center for Research in Security Prices (CRSP),
an independent third-party source, and is comprised of approximately 155
companies categorized under the Standard Industrial Classification Number 13
(Oil and Gas Extraction) applicable to the Company. All cumulative returns are
calculated on a fiscal year basis ending on March 31 of each year.
<TABLE>
<CAPTION>
Symbol CRSP Total Returns Index for: 03/30/90 03/28/91 03/31/92 03/31/93 03/31/94 03/31/95
- ------ ---------------------------- -------- -------- -------- -------- -------- --------
<C> <S> <C> <C> <C> <C> <C> <C>
EVERGREEN RESOURCES, INC. 100.0 101.7 253.3 286.7 213.3 113.3
Nasdaq Stock Market (US Companies) 100.0 114.2 145.6 167.3 180.6 201.3
NASDAQ Stocks (SIC 1300-1399 US Companies) 100.0 91.5 79.1 102.5 100.7 102.8
Oil and gas extraction
</TABLE>
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 03/30/90.
10
<PAGE>
OTHER INFORMATION
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
To the Company's knowledge, during the fiscal year ended March 31, 1995, the
Company's Officers and Directors complied with all applicable Section 16(a)
filing requirements. This statement is based solely on a review of the copies
of such reports furnished to the Company by its Officers and Directors and their
written representations that such reports accurately reflect all reportable
transactions.
COMPENSATION OF DIRECTORS
Directors of the Company receive fees of $100 per meeting for their attendance
at meetings of the Company's Board of Directors and have currently waived these
fees. All Directors are reimbursed for reasonable out-of-pocket expenses
incurred in connection with attending Board and Shareholder's meetings.
EMPLOYEE STOCK OWNERSHIP PLAN
In May 1991 the Company established an Employee Stock Ownership Plan ("ESOP"),
to provide eligible Employees with retirement benefits.
Employees are eligible to participate in the ESOP upon completing one year of
service. Contributions to the ESOP are made at the discretion of the Company
and can be made in cash or other property as the Trustee considers appropriate.
These contributions are used to purchase the Company's stock. A participant
generally is fully vested after five years of service or upon his or her death,
disability or retirement.
Shares of common stock acquired by the ESOP are allocated each year to the
account of each participant according to a formula based upon the participant's
compensation. On July 15, 1991 the Company contributed $50,000 to the ESOP
which acquired, in an open market transaction, 11,750 shares of Evergreen common
stock. The Company has subsequently contributed shares of restricted Evergreen
common stock to the ESOP as follows: April 2, 1992 - 10,000 shares; June 17,
1993 - 15,000 shares; December 29, 1993 - 15,000 shares.
KEY EMPLOYEE EQUITY PLAN
On August 12, 1992, the Shareholders ratified a Key Employee Equity Plan ("the
Plan"). Under this Plan, to be administrated by the Compensation Committee, Key
Employees, as designated annually by the Board, may receive stock bonuses, stock
purchase warrants or stock options, in order to bring total compensation in line
with industry levels.
In no event will the Plan be granted stock or warrants which in their totality
exceed 10% of the fully diluted issued and outstanding shares, including
outstanding stock options or stock purchase warrants of the Company, as of the
date of each annual grant. In no event will the value of stock or warrant
grants under the Plan exceed the total gross compensation actually paid said Key
Employees during the prior fiscal year. Value will be determined by the Board.
Any future options or warrants granted to Officers, Directors or Employees of
the Company will be at an exercise price per share of no less than 100% of the
fair market value on the date of such grants.
TRANSACTIONS WITH MANAGEMENT
No Director or Executive Officer of the Company, nominee for election as a
Director, security holder who is known to the Company to own of record or
beneficially more than 5% of any class of the Company's voting securities, or
any member of the immediate family of any of the foregoing persons, has had any
material transaction since the beginning of the Company's last fiscal year, or
has any currently proposed material transaction, to which the Company was or is
to be a party, in any amount except that effective 1 October 1994, the Company
as a part of its publicly announced divestiture of non-strategic assets, sold
certain assets to two unrelated entities at an independently negotiated price
and also sold a portion of those same assets at the same price and under the
same terms as sold to the two unrelated entities, to an entity controlled by
James C. Ryan, Jr., the then President and CEO of Evergreen. The total sales
price of these assets was $1,000,000 of which 39.15% was paid to the Company by
an entity controlled by Mr. Ryan. The Board of Directors approved the sale of
the assets, which the Company valued using standard industry methods. The
Company booked a profit on the sale of these assets.
11
<PAGE>
INDEPENDENT AUDITORS
BDO Seidman currently serves the Company as independent auditors.
Representatives of BDO Seidman will be present at the Annual Meeting and will be
available to respond to appropriate questions from Shareholders.
OTHER BUSINESS
As of the date of this Proxy Statement, management of the Company was not aware
of any other matter to be presented at the Meeting other than as set forth
herein. However, if any other matters are properly brought before the Meeting,
the shares represented by valid proxies will be voted with respect to such
matters in accordance with the judgement of the persons voting them.
DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS
Any proposal by a Shareholder to be presented at the Company's 1996 Annual
Meeting must be received at the offices of the Company, 1000 Writer Square, 1512
Larimer Street, Denver, Colorado 80202, no later than 15 March 1996.
JAMES S. WILLIAMS
CHAIRMAN
Denver, Colorado
10 July 1995
12
<PAGE>
PROXY PROXY
EVERGREEN RESOURCES, INC.
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF THE SHAREHOLDERS TO BE HELD 10 AUGUST 1995
The undersigned hereby constitutes and appoints James S. Williams and James C.
Ryan, Jr., and each of them, the true and lawful attorneys and proxies of the
undersigned, with full power of substitution and appointment, for and in the
name, place and stead of the undersigned, to act for and vote all of the
undersigned's shares of no par value common stock of Evergreen Resources, Inc.,
a Colorado corporation, at the Annual Meeting of Shareholders to be held at the
Denver Petroleum Club, 555 Seventeenth Street, Denver, Colorado, at 10:00 a.m.,
Mountain Daylight Time, on 10 August 1995, and any and all adjournments thereof,
for the following purposes:
1. The election of four (4) Directors of the Company.
/ / FOR all nominees listed below (except as marked to the contrary):
Dennis R. Carlton James C. Ryan, Jr.
Mark S. Sexton James S. Williams
/ / WITHHOLD AUTHORITY to vote for all the nominees.
2. To transact such other business as properly may come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ABOVE.
The undersigned hereby revokes any proxies as to said shares and heretofore
given by the undersigned, and ratifies and confirms all that said attorneys and
proxies may lawfully do by virtue hereof.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN ACCORDANCE WITH
THE SHAREHOLDER'S SPECIFICATION ABOVE. THIS PROXY CONFERS DISCRETIONARY
AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE TIME OF THE
MAILING OF THE NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS TO THE UNDERSIGNED.
(Continued on other side)
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The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting of Shareholders, Proxy
Statement and Annual Report to Shareholders
furnished therewith.
Dated:____________________, 1995
_______________________________________
_______________________________________
Signature(s) should agree with the name(s) hereon.
Executors, administrators, trustees, guardians and
attorneys should indicate when signing. Attorneys
should submit powers of attorney.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF EVERGREEN
RESOURCES, INC. PLEASE SIGN AND RETURN THIS PROXY TO EVERGREEN RESOURCES, INC.,
P.O. BOX 2485, GREENVILLE, SOUTH CAROLINA 29606. THE GIVING OF A PROXY WILL NOT
AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
