<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
EVERGREEN RESOURCES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<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 15 August 1996
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 15 August 1996, 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 one (1) Director 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 15 July 1996 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
15 July 1996
<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 15
August 1996, 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 15 July 1996.
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 1996 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 15 July 1996 are entitled
to notice of and to vote at the Meeting or any adjournment thereof. On 15
July 1996 the Company had 5,939,736 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 the Director. 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 Director. Cumulative voting in the election of the
Director 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 15 July 1996.
2
<PAGE>
<TABLE>
Beneficial Owner Beneficial Ownership Percent
Title of Class Name and Address Amount and Nature of Class
- -------------- ---------------- -------------------- ---------
<S> <C> <C> <C>
No Par Value Heartland Advisors, Inc. 899,500 14.4%
Common Stock 790 North Milwaukee Street
Milwaukee, WI 53202
No Par Value Gold Energy Inc. 1,043,000 (1) 16.7%
Common Stock P. O. Box 2485
Greenville, SC 29602
No Par Value James C. Ryan, Jr. 1,336,082 (2)(8) 21.6%
Common Stock 19 S. Irvine St.
Greenville, SC 29602
No Par Value John J. Ryan III 235,032 (3) 3.8%
Common Stock 13 avenue de Bude
1202 Geneva Switzerland
No Par Value James S. Williams 97,540 (4) 1.6%
Common Stock 2800 S. University Blvd. #158
Denver, CO 80210
No Par Value Mark S. Sexton 123,672 (5) 2.0%
Common Stock 4059 Witter Gulch Road
Evergreen, CO 80439
No Par Value Dennis R. Carlton 105,796 (5) 1.7%
Common Stock 7776 S. Marshall Ct.
Littleton, CO 80123
No Par Value J. Keither Martin 9,500 (6) 0.1%
Common Stock 3 Sequoia Street
Golden, CO 80401
No Par Value Kevin R. Collins 8,000 0.1%
Common Stock 7520 S. Emerson St.
Littleton, CO 80122
No Par Value Alain Blanchard 39,590 (7) 0.6%
Common Stock 98 Avenue Moliere
Brussels, Belgium
No Par Value Larry D. Estridge 1,000 --
Common Stock 106 Lady Banks Lane
Greenville, SC 29650
No Par Value Ian M. Thomson 35,000 (9) 0.4%
Common Stock Phoenix Court
Bartholomew Street
Newbury Berkshire RG14 5QA
United Kingdom
No Par Value All Officers and Directors 1,991,212 (10) 31.9%
Common Stock As A Group (10 Persons)
</TABLE>
- ---------------
(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.
3
<PAGE>
(2) Includes 50,000 shares issuable pursuant to stock purchase warrants
presently exercisable.
(3) Includes 10,000 shares issuable pursuant to stock purchase warrants
presently exercisable.
(4) Includes 44,000 shares issuable pursuant to stock purchase warrants
presently exercisable.
(5) Includes 45,450 shares issuable pursuant to stock purchase warrants
presently exercisable.
(6) Includes 2,000 shares issuable pursuant to stock purchase warrants
presently exercisable.
(7) Director of Gold Energy Inc. Disclaims any beneficial ownership in
shares owned by Gold Energy Inc.
(8) James C. Ryan, Jr. has sole voting power of the 1,043,000 Gold Energy Inc.
shares until 31 August 1996. He has no power to sell or otherwise dispose
of these shares and disclaims any beneficial ownership in the shares.
(9) Includes 35,000 shares issuable pursuant to stock purchase warrants
presently exercisable.
(10) 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 15 July 1996;
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 nominee named
below as Director for the term specified. If the nominee becomes 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 nominee will be
unavailable or unwilling to serve if elected to office. To the knowledge of
management, the nominee intends to serve the term for which election is
sought.
The Board of Directors has nominated one person for election as Director at
this Meeting to serve for a three year term. The nominee is currently
serving as a Director and has consented to serve for the new term.
PRESENT DIRECTOR NOMINATED FOR RE-ELECTION
Director Term to
Name Age Position Since Expire
---- --- -------- -------- -------
John J. Ryan, III 69 Vice President and Director 1989 1999
4
<PAGE>
CONTINUING DIRECTORS WHOSE TERMS ARE NOT EXPIRING
Name Age Position Since Expire
---- --- -------- -------- -------
Alain Blanchard 55 Director 1989 1997
Dennis R. Carlton 46 Vice President and Director 1995 1998
Larry D. Estridge 52 Director 1989 1997
Mark S. Sexton 40 President, CEO and Director 1995 1998
James S. Williams 61 Chairman and Director 1981 1998
James C. Ryan, Jr., a present Director whose term expires on August 15, 1996,
will not stand for election to a new term.
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 nominee for election as a Director and
the continuing Directors of the Company is as follows:
NOMINEE
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, is also Chairman of
Evergreen Resources (U.K.) Ltd.
CONTINUING DIRECTORS
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.
DENNIS R. CARLTON - VICE PRESIDENT EXPLORATION AND DIRECTOR
PRESIDENT - 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. In June 1995 he
was named President of EOC. He resides in Denver, Colorado and devotes full
time to Evergreen.
5
<PAGE>
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.
MARK S. SEXTON - PRESIDENT, CEO AND DIRECTOR
CEO- EOC
Mr. Sexton was named a Director of Evergreen in March 1995 and President and
CEO in June 1995. He has managed the daily activities of Evergreen Operating
Corporation ("EOC") since 1987 and was named Vice President Operations for
Evergreen and President of EOC in 1989. A Registered Professional Engineer
in Colorado, Mr. Sexton graduated in 1978 from Stanford University with a
B.S. degree in Mechanical Engineering. From 1978 to 1982, he was employed in
various engineering and financial positions with Amoco Production Company.
From 1982 to 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 Managing Director of the Carbon River
Energy Partnership. He resides in Denver, Colorado and devotes full time to
Evergreen.
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.
MEETINGS OF DIRECTORS AND COMMITTEES
The Company's Board of Directors held sixteen meetings, formally or by consent,
during the fiscal year ended March 31, 1996. No incumbent Director attended
fewer than 75% of such meetings.
The Audit Committee, presently composed of James C. Ryan, Jr., Alain Blanchard
and James S. Williams, 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. One meeting was held during the fiscal
year ended March 31, 1996.
The Compensation Committee, formed in August 1990, is presently composed of Mark
S. Sexton 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, 1996.
BUSINESS EXPERIENCE OF KEY MANAGEMENT
KEVIN R. COLLINS - VICE PRESIDENT AND TREASURER
Mr. Collins joined Evergreen as Vice President and Treasurer in July 1995. He
received a B.S. in Business Administration and Accounting from the University of
Arizona in 1980, and became a CPA in 1983. Mr. Collins has been involved in
public accounting for over twelve years. From 1986 to 1994 he was employed by
BDO Seidman, Denver where he rose to the position of Senior Manager. He was
with Ehrhardt Keefe Steiner & Hottman, CPA's, Denver from October 1994 to June
1995. He resides in Littleton, Colorado and devotes full time to Evergreen.
J. KEITHER MARTIN - SECRETARY
CONTROLLER - EOC
Mr. Martin was named Secretary of Evergreen in June 1995. He has served as
Controller for EOC since 1984. During the previous sixteen years, Mr. Martin
was employed by Anderson Oil Company as Director of Financial Information. He
resides in Golden, Colorado and devotes full time to Evergreen.
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.
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
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.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The information contained in the following Summary Compensation Table for the
fiscal years 1996, 1995 and 1994 is furnished with respect to the named
Executives.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------ ----------------------- ---------
OTHER ANNUAL RESTRICTED
COMPEN- STOCK
NAME AND FISCAL SALARY BONUS SATION AWARDS WARRANTS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) $(1) ($)(2) (#) ($)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James S. Williams 1996 86,742 0 0 39,463 0 0 0
Chairman and a 1995 68,333 0 0 37,220 0 0 0
Director 1994 76,250 0 0 35,000 5,000 0 0
- ----------------------------------------------------------------------------------------------------
Mark S. Sexton 1996 86,750 0 0 31,875 0 0 0
President, CEO and a 1995 73,334 0 0 32,917 0 0
Director 1994 78,625 0 0 35,000 5,000 0
- ----------------------------------------------------------------------------------------------------
Dennis R. Carlton 1996 86,750 0 0 31,875 0 O
Vice President and a 1995 73,334 0 0 32,917 0 0
Director 1994 78,625 0 0 52,500 5,000 0
</TABLE>
- --------------
(1) For each of the named Executives, the aggregate amount of perquisites and
other personal benefits did not exceed 10% of the Executive's total annual
salary and bonus.
(2) At March 31, 1996, aggregate restricted stock holding for each of the named
executives were 15,000 shares. Market price at March 31, 1996 was $5.75.
(3) The references to "SARs" in the Summary Compensation Table and all other
tables in this Proxy Statement have been omitted, since the Corporation has
never authorized any SARs.
WARRANT GRANTS
No stock purchase warrants were granted to the named Executives during the
fiscal year ended March 31, 1996.
7
<PAGE>
WARRANT/OPTION EXERCISES AND HOLDINGS
The following table sets forth information with respect to the named Executives
of the Company concerning the exercise of options/warrants during the last
fiscal year and unexercised warrants held as of the end of the fiscal year.
<TABLE>
<CAPTION> VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
WARRANT OPTIONS WARRANT/OPTIONS
ACQUIRED VALUE FY END (#) FY END ($)
ON EXERCISE REALIZED EXERCISABLE (E)/ EXERCISABLE (E)/
Name (#) ($) UNEXERCISABLE(U) UNEXERCISABLE (U)
- ------------ ------------ -------- --------------- -----------------
<S> <C> <C> <C> <C>
James S. Williams 0 0 45,450 (E) $86,481 (E)
Mark S. Sexton 23,125 40,468 45,450 (E) $86,481 (E)
Dennis R. Carlton 10,625 18,594 45,450 (E) $86,481 (E)
</TABLE>
During the fiscal year ended March 31, 1996, the Company deferred no
compensation to the persons named in the preceding tables.
REPORT ON EXECUTIVE COMPENSATION
The goal of the Compensation Committee is to ensure that the Company employs
qualified, experienced Executives 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 Executives 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 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, since the relative importance of such criteria may change from year
to year and the relative responsibilities of each Executive 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 Executives. 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, 1996, Mark S. Sexton, President and CEO,
received $111,875 of compensation for his services.
During the fiscal year ended March 31, 1996, the Committee approved restricted
stock grants to members of Management as additional compensation.
SUBMITTED BY THE BOARD OF DIRECTORS
8
<PAGE>
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.
[CHART]
9
<PAGE>
OTHER INFORMATION
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
To the Company's knowledge, during the fiscal year ended March 31, 1996, 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.
Directors who are not Officers or are not on salary with the Company receive
$15,000 per year.
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; December 1995 - 10,000
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 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.
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.
10
<PAGE>
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 1997 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 1997.
JAMES S. WILLIAMS
CHAIRMAN
Denver, Colorado
15 July 1996
11
<PAGE>
PROXY PROXY
- ----- -----
EVERGREEN RESOURCES, INC.
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF THE SHAREHOLDERS TO BE HELD 15 August 1996
The undersigned hereby constitutes and appoints James S. Williams and Mark S.
Sexton, 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 15 August 1996, and any and all
adjournments thereof, for the following purposes:
1. The election of one (1) Director of the Company.
/ / FOR all nominees listed below (except as marked to the contrary):
John J. Ryan III
/ / WITHHOLD AUTHORITY to vote for the nominee.
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.
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)
<PAGE>
The undersigned hereby acknowledges receipt
of the Notice of Annual Meeting of
Shareholders, Proxy Statement and Annual
Report to Shareholders furnished therewith.
Dated: , 1996
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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., 1512 LARIMER STREET SUITE 1000, DENVER, COLORADO 80202. THE GIVING OF
A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE
MEETING.
