<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[x] Preliminary proxy statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e) (2))
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to 240.14a-11(c) or 240.14a-12
ALEXANDER ENERGY CORPORATION
(Name of Registrant as Specified in Charter)
N/A
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(l)(ii), 14a-6(i)(l),
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 transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: (1)
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total
[ ] Fee paid previously with preliminary materials.
[ ] Check box is 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> 2
ALEXANDER ENERGY CORPORATION
701 CEDAR LAKE BOULEVARD
OKLAHOMA CITY, OKLAHOMA 73114
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 9, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of
Alexander Energy Corporation will be held at the Oklahoma City Marriott Hotel,
3233 Northwest Expressway, Oklahoma City, Oklahoma, on May 9, 1995, at 2:00
p.m. for the purpose of considering and voting upon the following matters:
1. The election of seven (7) directors;
2. The approval of the appointment of Ernst & Young LLP as
independent auditors of the Corporation for the ensuing year;
3. The approval of an amendment to Article V of the certificate of
incorporation of the Corporation to increase the authorized
common stock of the Corporation to 50,000,000 shares; and
4. Such other business as may properly come before the meeting or
any adjournment thereof.
The transfer books will not be closed, but only stockholders of record
at the close of business on March 24, 1995, will be entitled to notice of and
to vote at the meeting. A complete list of the stockholders entitled to vote
at the meeting shall be open to the examination of any stockholder, for any
purpose germane to the meeting, at the offices of the Corporation.
You are cordially invited to attend the meeting. Even if you plan to
attend, you are respectfully requested to date, sign and return the enclosed
proxy at your earliest convenience in the enclosed return envelope. You may
revoke your proxy at any time prior to exercise.
By Order of the Board of Directors
Sue Barnard
Secretary
Oklahoma City, Oklahoma
April 7, 1995
<PAGE> 3
ALEXANDER ENERGY CORPORATION
701 CEDAR LAKE BOULEVARD
OKLAHOMA CITY, OKLAHOMA 73114
PROXY STATEMENT
This proxy statement is furnished to the stockholders of Alexander
Energy Corporation (hereinafter referred to as the Corporation) in connection
with the solicitation of proxies to be used in voting at the Annual Meeting of
Stockholders to be held May 9, 1995, and is being first mailed to the
stockholders on or about April 7, 1995. THE ENCLOSED PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION.
A person giving the enclosed proxy has the power to revoke it by
giving notice to the Secretary in person, or by written notification actually
received by the Secretary, at any time prior to its being exercised.
The Corporation will bear the cost of soliciting proxies.
Solicitation may be made by mail, telephone or telegraph or personally by
officers, directors and regular employees of the Corporation. It may be that
further solicitation of proxies will be made by telephone or oral communication
with some stockholders of the Corporation following the original solicitation.
All such further solicitations will be made by regular employees of the
Corporation, who will not be additionally compensated therefor, and the cost
will be borne by the Corporation.
VOTING SECURITIES OUTSTANDING, SECURITY OWNERSHIP OF
MANAGEMENT AND PRINCIPAL STOCKHOLDERS
As of March 24, 1995, 12,273,183 shares of common stock of the
Corporation were outstanding, and each share is entitled to one vote. Only
holders of stock of record at the close of business on March 24, 1995, will be
entitled to vote at the meeting.
The following table sets forth ownership as of December 31, 1994, as
reported on Schedule 13G, the number of shares of common stock of the
Corporation held by Bankers Trust New York Corporation (together with its
wholly-owned subsidiary Bankers Trust Company, and its indirectly wholly-owned
subsidiary, Bankers Trust International PLC) (hereafter collectively referred
to as "Bankers Trust Company"). No other person or entity is known by the
Corporation to own beneficially more than five percent (5%) of the outstanding
shares of the Corporation's common stock. The entity named has sole voting and
investment powers over the shares reflected opposite its name.
<TABLE>
<CAPTION>
Amount and
Nature of
Beneficial Percent
Name of Beneficial Owner Ownership of Class
- -------------------------- ----------- ----------
<S> <C> <C>
Bankers Trust Company
280 Park Avenue
New York, NY 10017 ........................... 669,300 5.5%
</TABLE>
The following table and notes thereto set forth, as of March 24, 1995,
the number of shares of common stock of the Corporation beneficially owned by
all directors (who are the nominees for directors) of the Corporation and all
directors and officers of the Corporation as a group. Unless otherwise noted,
the person named has sole voting and investment power over the shares reflected
opposite his name. The Corporation has been provided such information by its
directors and officers.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME OF BENEFICIAL OWNER OWNERSHIP OF CLASS
------------------------ --------------- ----------
<S> <C> <C>
Bob G. Alexander . . . . . . . . . . . . . . . . . . . . . . 578,687 (1) 4.72%
Roger G. Alexander . . . . . . . . . . . . . . . . . . . . . 81,031 (2) .66%
Jim L. David . . . . . . . . . . . . . . . . . . . . . . . . 266,166 2.17%
David E. Grose . . . . . . . . . . . . . . . . . . . . . . . 78,165 (3) .64%
Larry L. Terry . . . . . . . . . . . . . . . . . . . . . . . 162,000 (4) 1.30%
Brian F. Egolf . . . . . . . . . . . . . . . . . . . . . . . 73,200 (5) .60%
Robert A. West . . . . . . . . . . . . . . . . . . . . . . . 7,066 (6) .06%
All Officers and Directors as a group (9 persons) . . . . . . 1,311,719 (7) 10.49%
</TABLE>
- ---------------
(1) Includes 284,139 shares held of record by Lila L. Alexander, as to which
shares Mr. Alexander has sole voting and investment power. In addition,
the amount shown owned by Mr. Alexander includes 83,882 shares owned by
Mr. Alexander's wife, Donna Ports Alexander. Mr. Alexander disclaims
any beneficial interest in the shares owned by his wife.
1
<PAGE> 4
(2) Includes the right to acquire 12,999 shares pursuant to stock options
which are presently exercisable, but which have not been exercised and
33,000 shares awarded under the 1993 Restricted Stock Plan, subject to
forfeiture, for which he has sole voting power.
(3) Includes the right to acquire 34,165 shares pursuant to stock options
which are presently exercisable, but which have not been exercised and
33,000 shares awarded under the 1993 Restricted Stock Plan, subject to
forfeiture, for which he has sole voting power.
(4) Includes the right to acquire 162,000 shares pursuant to stock options,
which are presently exercisable, but which have not been exercised.
Half of the options are exercisable at $3.09 per share, with the
remaining 81,000 exercisable at $2.01 per share. Mr. Terry's options
were granted by the Board of Directors of American Natural Energy
Corporation, an Oklahoma corporation ("ANEC"), prior to the
Corporation's acquisition by merger of ANEC on July 19, 1994.
(5) Includes all shares held by Mr. Brian Egolf (3,607 shares, including
1,922 shares owned jointly with his wife, Ms. Christina G. Egolf) and
The Egolf Company (69,593 shares), a general partnership, over which Mr.
Egolf serves as a general partner with shared voting and investment
power.
(6) Mr. West was elected by the Board of Directors on November 14, 1994 to
fill a vacancy created by the resignation of John Fleming on October 14,
1994.
(7) Includes the right to acquire 235,744 shares pursuant to employee stock
options which are presently exercisable, but which have not been
exercised and 100,250 shares awarded under 1993 Restricted Stock Plan,
subject to forfeiture, for which the recipients have sole voting power.
ADVISORY BOARD MEMBER
In March 1993, the Corporation filed a registration statement with the
Securities and Exchange Commission ("SEC") to register 2,600,000 shares of the
Corporation's common stock (the "Offering"). The Offering successfully raised
$9.24 million in net proceeds for the Corporation. Subsequent to the Offering,
the Corporation invited Mr. Edward E. Dunleavy, senior vice president and head
of the research department of Hanifen Imhoff, Inc., such firm being a
co-manager of the Offering, to serve the Corporation as a non-voting advisory
director. On August 10, 1993, Mr. Dunleavy accepted the appointment as an
advisory member of the Corporation's Board of Directors.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Corporation's directors, executive officers and
holders of more than 10% of the Corporation's common stock to file with the
Securities and Exchange Commission ("SEC") initial reports of ownership and
reports of changes in ownership of common stock and other equity securities of
the Corporation. Such persons are required by the SEC's regulations to furnish
the Corporation with copies of all Section 16(a) forms filed by such persons.
Based solely on the Corporation's review of such forms furnished to the
Corporation and written representations from certain reporting persons, the
Corporation believes that all filing requirements applicable to the
Corporation's executive officers, directors and more than 10% stockholders were
complied with, except for the initial statement of ownership (Form 3) of Larry
L. Terry, Michael K. Paulk, John J. Fleming and Morton A. Cohen. Messrs.
Terry, Paulk, Fleming and Cohen became directors of the Corporation on July 19,
1994, the date of the Corporation's merger with ANEC. A Form 3 was filed on
August 1, 1994, three days late.
2
<PAGE> 5
DIRECTORS AND OFFICERS
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Corporation has a standing Audit Committee, the members of which are
Messrs. Robert A. West, Brian F. Egolf and Roger G. Alexander. One meeting
was held by such committee during the year ended December 31, 1994. The
principal functions performed by such committee include nomination of the
independent auditors of the Corporation, review of the proposed scope of the
independent audits and the results thereof, review with management personnel of
the independent auditors' observations on financial policy, controls and
personnel, and conferring with the chief financial officer concerning the
audit.
The Corporation has a standing Compensation Committee consisting of
Messrs. Brian F. Egolf and Jim L. David. During the year ended December 31,
1994, the Committee acted solely pursuant to written consents signed by both
members. The functions performed by such committee include making a
recommendation to the Board of Directors as to the president's salary, setting
salaries and bonuses of elected officers (including those who are directors)
and all other employees, and administration of the Corporation's stock option
plans, restricted stock award plan and 401(k) plan.
The Corporation has a standing Executive Committee consisting of Messrs.
Bob Alexander, Jim L. David, David E. Grose and Larry L. Terry. During the
year ended December 31, 1994, the Committee acted solely pursuant to written
consents signed by all members. The functions performed by such committee
include managing the business affairs of the Corporation during the interval
between regular and special meetings of the Board of Directors. The committee
is subject at all times to the control and direction of the Board.
The total number of meetings of the Board of Directors which were held
during the year ended December 31, 1994 was eight. No director attended fewer
than 88% of the Board and committee meetings.
At the annual meeting seven directors are to be elected to serve for
one-year terms and until their respective successors are elected and qualified,
in accordance with the provisions of the Bylaws. The Corporation does not have
a nominating committee; the Board of Directors has nominated the directors to
stand for election at the annual meeting. Each of the persons nominated
presently serves as a director of the Corporation.
Unless a stockholder requests that voting of the proxy be withheld for
any one or more of the nominees for director by so directing on the proxy card,
the shares represented by an executed proxy will be voted for election, as
directors, of the seven nominees hereinafter named. If any nominee becomes
unavailable for any reason (which event is not anticipated), the shares
represented by an executed proxy may be voted for such other person as may be
determined by the holders of such proxy.
INFORMATION CONCERNING NOMINEES
The information appearing in the following table and the notes thereto,
with respect to the principal occupation or employment of each of the nominees
during the past five years and their present directorships, has been furnished
to the Corporation by the respective nominees. Unless otherwise stated, the
Corporation is the organization in which the nominee holds the position
indicated.
<TABLE>
<CAPTION>
DATE TERM
NAME AND PRINCIPAL OCCUPATION AGE EXPIRES DIRECTOR SINCE
----------------------------- --- ----------- --------------
<S> <C> <C> <C>
Bob G. Alexander 61 May 1995 March 1980
President and Chief
Executive Officer
Roger G. Alexander 40 May 1995 February 1987
Vice President (Land)
Jim L. David 55 May 1995 March 1980
Executive Vice President
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
DATE TERM
NAME AND PRINCIPAL OCCUPATION AGE EXPIRES DIRECTOR SINCE
----------------------------- --- ----------- --------------
<S> <C> <C> <C>
Brian F. Egolf 46 May 1995 March 1992
General Partner
The Egolf Company
David E. Grose 42 May 1995 February 1987
Vice President, Treasurer
and Chief Financial Officer
Larry L. Terry 49 May 1995 July 1994
Vice President
(Corporate Development)
Robert A. West 56 May 1995 November 1994
President
The West Group, Inc.
</TABLE>
Bob G. Alexander, a founder of the Corporation, has been a director and
the President and Chief Executive Officer of the Corporation since inception in
1980. From 1976 to 1980, Mr. Alexander was Vice President and General Manager
of the Northern Division of Reserve Oil, Inc. and President of Basin Drilling
Corp. (subsidiaries of Reserve Oil and Gas Company). Mr. Alexander attended
the University of Oklahoma and graduated in 1959 with a bachelor of science
degree in geological engineering. He has extensive experience in exploration,
drilling and production in the Mid-Continent, West Texas and Gulf Coast regions
and Utah for major and independent oil and gas companies. Professional
memberships include the Independent Petroleum Association of America ("IPAA"),
of which he currently serves as a member of the Executive and Economic
Committees, and the Oklahoma Independent Petroleum Association, of which he
serves as a director. He is currently Vice Chairman of the Natural Gas Task
Force of Oklahoma and former chairman and current member of The Commission on
Natural Gas Policy. Mr. Alexander was appointed by the Oklahoma Governor to
serve as a member of the Independent Energy Resources Board for the State of
Oklahoma, the Governor's Council on Energy and to the Gas Research Institute, a
joint effort of the State of Oklahoma and the IPAA. Mr. Alexander is the
father of Roger G. Alexander.
Roger G. Alexander, a certified petroleum landman, has served as Vice
President (Land) and director of the Corporation since February 1987. Mr.
Alexander joined the Corporation as a landman in August 1983 and became senior
landman in August 1984. In July 1985, he was named land manager. He was
employed as a landman by Texas Oil & Gas Corporation in its West Texas
District, Midland, Texas, from June 1981 to August 1983. Mr. Alexander
graduated with a bachelor of business administration degree, with a major in
petroleum land management, from the University of Oklahoma in 1981.
Professional memberships include the American Association of Petroleum Landmen
and the Oklahoma City Association of Petroleum Landmen. Mr. Alexander is the
son of Bob G. Alexander.
Jim L. David, a founder of the Corporation, has served as a director and
Vice President since its inception in March 1980. In August 1987, he was
elected Executive Vice President. Mr. David began his career in oil and gas
exploration with Mobil Oil Corporation as an exploration and development
geologist. He worked in this capacity in Shreveport, Louisiana; Corpus
Christi, Texas; New Orleans, Louisiana; Denver, Colorado; and Anchorage,
Alaska. From October 1973 to October 1976, Mr. David served as Alaska chief
geologist and senior staff geologist for Texas International in Oklahoma City.
Thereafter, he was employed as exploration manager for Reserve Oil, Inc.,
Northern Division, in Oklahoma City from January 1977 until formation of the
Corporation. Mr. David graduated with a bachelor of arts degree in geology
from Louisiana Tech University in 1962 and obtained a master of arts in geology
from the University of Missouri in 1964. Professional memberships include the
American Association of Petroleum Geologists and the Oklahoma City Geological
Society. Mr. David is a certified petroleum geologist.
Brian F. Egolf received a bachelor of arts degree in political science and
history from Stanford University in 1970 and has been in business with his
father, William Egolf, since the time of his graduation. He was a director and
the president of Bradmar Petroleum Corporation ("Bradmar") from its inception
in 1989 until the Corporation acquired Bradmar in March 1992. Mr. Egolf,
together with his father, William Egolf, has been a general partner of The
Egolf Company since its formation in 1979. The Egolf Company served as the
general partner of Bradmar's predecessor, Petroleum Investments, Ltd., and
continues to serve as the general partner of nine oil and gas drilling
partnerships.
4
<PAGE> 7
David E. Grose joined the Corporation at its inception in March 1980 as a
financial accountant and served as Assistant Treasurer from October 1983 until
his election in 1987 as a director and Vice President, Treasurer and Chief
Financial Officer. From 1977 to 1980 he held a position in the corporate
accounting department of Reserve Oil and Gas Company and was rig accountant for
Basin Drilling Corporation. Mr. Grose received a bachelor of arts degree in
political science from Oklahoma State University in 1974 and a masters degree
in business administration from Central State University in 1977. Professional
memberships include the Petroleum Accountants Society of Oklahoma City and the
IPAA. Mr. Grose formerly served on the Tax Committee of the IPAA.
Larry L. Terry joined the Corporation as Vice President (Corporate
Development) after the merger with ANEC in July 1994. Mr. Terry served as
ANEC's Chief Financial Officer from March 1993 to July 1994. Mr. Terry was a
consultant with the consulting firm of Woodrum, Shoulders & Kemendo of Tulsa,
Oklahoma from 1990 to 1993. He began his career on the audit staff of Ernst &
Young, a national accounting firm, (formerly Arthur Young & Company)
concentrating primarily on oil and natural gas clients. He served for ten
years as Chief Financial Officer for Andover Oil Company, a large independent
oil and gas exploration and production company. Mr. Terry received a degree in
business administration with a major in accounting from Oklahoma State
University and is a certified public accountant.
Robert A. West, a 1961 graduate of The University of Tulsa, has had a
varied career in the energy industry spanning more than 30 years. Since 1973,
Mr. West has owned and/or invested in various energy industry service companies
including Alexander Well Services, Inc. and Beacon Fluid Services (formerly
Beacon Well Services, Inc.). Since 1989, he has served as president and a
majority stockholder of The West Group, Inc., a vacuum transport and completion
fluids service company. Mr. West's trade association memberships include the
Oklahoma Independent Petroleum Association. His civic contributions include
serving since 1988 in various capacities on the Board of Trustees of The
University of Tulsa.
Compensation of Executive Officers. The following information is set
forth with respect to the total cash compensation paid to the Corporation's
five executive officers (including the Corporation's chief executive officer)
whose cash compensation exceeded $100,000 during each of the three years ending
December 31, 1994, 1993 and 1992. None of the other executive officers' cash
compensation for all services rendered in all capacities to the Corporation and
its subsidiaries exceeded $100,000 during 1994, 1993 or 1992.
5
<PAGE> 8
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
--------------------------
AWARDS
--------------------------
ANNUAL COMPENSATION (1)
--------------------------------------------- RESTRICTED
OTHER ANNUAL STOCK
FISCAL SALARY BONUS COMPENSATION AWARD(S) OPTIONS
NAME AND PRINCIPAL POSITION YEAR ($) (2) ($) (3) ($) ($) (4) (#)
--------------------------- ----- ----------- ----------- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Bob G. Alexander 1994 133,021 238,782 (5) --- --- ---
President and Chief 1993 122,424 69,553 --- --- ---
Executive Officer 1992 112,802 --- --- --- ---
Jim L. David 1994 88,315 48,370 --- --- ---
Executive Vice President 1993 79,973 69,553 --- --- ---
1992 74,186 --- --- --- ---
David E. Grose 1994 78,631 48,370 --- 189,250 4,000
Vice President, Treasurer 1993 71,308 69,553 --- 10,500 3,000
and Chief Financial Officer 1992 66,200 --- --- --- 4,000
Roger G. Alexander 1994 76,599 48,370 --- 189,250 4,000
Vice President of Land 1993 71,256 69,553 --- 10,500 3,000
1992 65,180 --- --- --- 4,000
James S. Wilson 1994 76,881 48,370 --- 189,250 4,000
Vice President of Operations 1993 71,308 69,553 --- 10,500 3,000
1992 65,150 --- --- --- 4,000
</TABLE>
(1) Excludes the aggregate, incremental cost to the Corporation of perquisites
and other personal benefits, securities or property, the aggregate amount
of which, with respect to the named individual, does not exceed the lesser
of $50,000 or 10% of reported annual salary and bonus for such person.
(2) Includes amounts paid by the Corporation which were deferred pursuant to
Section 401(k) of the Internal Revenue Code and accrued during the years
ended December 31, 1994, 1993 and 1992.
(3) The Corporation has a policy whereby bonuses may be awarded only if the
Corporation has replaced produced reserves in the previous year. In those
years in which this occurs, 10% of the difference between internally
generated cash flow and the estimated finding cost for reserve replacement
may be awarded to key employees managing key corporate functions. Bonuses
were awarded equally among five executive officers of the Corporation in
1994 and 1993. No bonuses were paid in 1992. Included in the amount of
bonus awarded for 1993, $9,853 was paid as discretionary performance
bonuses for successful completion of the Offering.
(4) For 1994, the values of the grants are based on $4.625 and $6.00, the
closing sale prices of the Corporation's common stock at October 5 and
December 8, the respective dates of grants of 2,000 and 30,000 shares,
respectively, to each of Messrs. Roger Alexander, Grose and Wilson. Value
for 1993 is based on $5.25, the closing sale price at November 30, the
date of grant. Restricted stock awards of 32,000 shares in 1994 and 2,000
shares in 1993 to each of Messrs. Roger Alexander, Grose and Wilson were
made pursuant to the Corporation's 1993 Restricted Stock Plan. The
restricted stock awards will automatically vest over a three-year period,
assuming continued employment by the recipient, at a vesting rate of 50%
after the first anniversary, 75% after the second anniversary, and 100%
vesting on the third anniversary of the date of grant. At December 31,
1994, there were held in escrow for each of Messrs. Roger Alexander,
Grose and Wilson 33,000 restricted shares with a value of $214,500.
6
<PAGE> 9
(5) Includes $190,412 of debt forgiveness in the form of a one-time bonus.
See COMPENSATION COMMITTEE REPORT, One-Time Bonus to CEO and CERTAIN
TRANSACTIONS.
Directors. Through June 30, 1994, non-employee directors of the
Corporation were entitled to receive a fee of $500 for each meeting attended.
Effective July 1, 1994, non-employee directors receive a fee of $2,000 and
$500, respectively, for each meeting attended in person or telephonically.
Option Exercises and Year End Option Values. The following information is
set forth with respect to each exercise of stock options during the year ended
December 31, 1994 by each of the Corporation's executive officers whose cash
compensation exceeded $100,000 in such period, and the year-end value of
outstanding in-the-money options held by those executive officers.
AGGREGATED OPTION EXERCISES FOR LAST FISCAL YEAR
AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED IN-THE-
UNEXERCISED MONEY OPTIONS AT
OPTIONS AT FISCAL FISCAL YEAR-END
YEAR-END (#) ($) (1)
SHARES
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME AND PRINCIPAL POSITION EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- --------------------------- -------------- --------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Bob G. Alexander --- --- --- ---
Jim L. David --- --- --- ---
David E. Grose --- --- 34,165 / 6,500 128,293 / 12,500
Roger G. Alexander 7,333 30,110 12,999 / 6,500 26,868 / 12,125
James S. Wilson --- --- 21,165 / 6,500 73,839 / 12,500
</TABLE>
- ---------------
(1) Based on the closing sale price of the Corporation's common stock on
December 31, 1994 of $6.50.
7
<PAGE> 10
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT ASSUMED
ANNUAL RATES OF STOCK PRICE
INDIVIDUAL GRANTS APPRECIATION FOR OPTION TERM
--------------------------------------------------------------------------------------------
PERCENT OF TOTAL
OPTIONS GRANTED EXERCISE
OPTIONS TO EMPLOYEES IN PRICE EXPIRATION
GRANTED (#) FISCAL YEAR ($/SH) DATE 5% ($) (1) 10% ($) (1)
------------- -------------- --------- ------------ ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Bob G. Alexander --- --- --- --- --- ---
Jim L. David --- --- --- --- --- ---
David E. Grose 4,000 11% 4.625 October 5, 2004 11,635 29,484
Roger G. Alexander 4,000 11% 4.625 October 5, 2004 11,635 29,484
James S. Wilson 4,000 11% 4.625 October 5, 2004 11,635 29,484
</TABLE>
- ---------------
(1) Based on the closing sale price on the date of grant of $4.625.
TERMINATION OF EMPLOYMENT AND CHANG-IN-CONTROL ARRANGEMENTS
In December 1994, the Corporation executed employment agreements with
its executive officers. The employment agreements become effective only upon a
change in control or ownership. The agreements define "change in control" to
have occurred when (i) a person, entity or group acquires beneficial ownership
of (a) 30% or more of the outstanding shares of the common stock and the board
of directors deems the acquisition to be a change in control or (b) 40% or more
of the outstanding shares of common stock; (ii) either the directors who
constitute the Corporation's board of directors at the time of execution of the
employment agreements (the "Incumbent Board"), or the directors who are elected
by the Corporation's stockholders subsequent to execution of the employment
agreements and are approved by a majority of the Incumbent Board, cease to hold
at least a majority of the board of directors seats; or (iii) the stockholders
of the Corporation have approved a reorganization, share exchange, merger or
consolidation which results in the stockholders of the Corporation owning less
than 50% of the combined voting power of the then outstanding voting
securities, or a liquidation or dissolution of the Corporation or the sale of
all or substantially all of the assets of the Corporation.
The employment agreements provide for an employment period ending on
the earlier to occur of (i) three years from the change in control or (ii) the
first day of the month next following the executive's attainment of age 65.
During such period, the executive is to receive a base salary at least equal to
the highest monthly base salary paid to the executive during the 36-month
period immediately preceding the month in which the change in control occurs.
In addition to base salary, the executive will be awarded for each fiscal year
an annual bonus in cash at least equal to the highest bonus paid by the
Corporation to the executive during the last five fiscal years immediately
preceding the fiscal year in which the change in control occurs. The
Corporation estimates the maximum severance obligation for managment employees
to be $2.6 million, occurring only in the event that all seven of the
executives that are parties to the agreements are terminated during the
three-year period subsequent to change in control of the Corporation.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Corporation's Compensation Committee consists of Brian F. Egolf,
Chairman, and Jim L. David. Mr. David served as vice president of exploration
from inception of the Corporation in 1980 until his election in 1987 to his
current position of executive vice president.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The policy of the Compensation Committee of the Board of Directors of
the Corporation (the "Committee") is to retain and motivate key employees while
insuring that a relationship exists between the level of executive compensation
and the creation of stockholder value. The Committee's goal is to provide
competitive levels of compensation that relate to the Corporation's annual and
long-term performance goals, reward above average corporate performance and
recognize individual initiative and achievement. The Committee endeavors to
achieve these objectives through a combination of base salary, bonus awards and
long-term compensation.
No executive officer's compensation for 1994 exceeded the $1 million
deduction limit under Section 162 (m) of the Internal Revenue Code, as amended,
and the same result is anticipated for 1995. The Committee has not yet
established a policy with respect to qualifying compensation paid to its
executive officers for deductibility under Section 162(m) and intends to study
the implications of Section 162(m) on the Corporation's compensation plans. The
Committee does not anticipate that any executive officer's compensation would
approach the threshold level in the foreseeable future.
Management of the Corporation recommends compensation for all
executive officers to the Committee. Decisions with respect to compensation,
except for that of the president and chief executive officer ("CEO"), are made
by the Committee, based on these recommendations. One member of the Committee
is an executive officer. These determinations are not submitted to the Board of
Directors for review. The Committee makes a recommendation to the Board of
Directors with respect to the CEO's compensation, with the final decision
resting with the Board of Directors. Earnings of the Corporation and the market
value of its stock are considered subjectively by the members of the Committee
in recommending the CEO's base salary and in setting the other executive
officers' base salaries. Bonus awards are based primarily on generating
reserves and cash flow. Decisions about awards under the Corporation's
stock-based compensation plans are made solely by the Committee in order for
awards to comply with Securities and Exchange Commission Rule 16b-3.
Base Salary. During 1994 and 1993, the CEO and the other named
executive officers each received 10% increases in their base salaries. The
Committee determined that such increases were appropriate. The financial
outlook and cash flow of the Corporation had improved with the consummation of
the acquisition of Bradmar
8
<PAGE> 11
Petroleum Corporation in 1992, the Offering in early 1993, and the two
significant transactions in 1994, the ANEC merger and the acquisition of 18.2
million of oil gas leases, wells and related contracts and equipment from JMC
Exploration, Inc. (the "JMC Interests").
The Committee did not materially modify or reject any recommendations
made by the Corporation's management with respect to salaries. The Committee's
recommendation regarding the CEO's salary was approved by the Board of
Directors.
Executive Bonus Plan. The Corporation has established the Executive
Bonus Plan (the "Bonus Plan") which provides for the award of bonuses to
executives of the Corporation for years in which the Corporation has replaced
produced reserves. The Committee administers the Bonus Plan and annually
determines participants. Key employees who manage key corporate functions
comprise the eligible group from which the participants are selected.
The Committee establishes an awards pool based on the Corporation's
adjusted cash flow and establishes a schedule indicating the threshold level of
adjusted cash flow that must be achieved before the awards pool is funded. If
the net proved producing oil and gas reserve additions for the year are at
least equal to the production of such reserves for the same year, 10% of the
adjusted cash flow above the designated threshold level is allocated to the
award pool. Replacement calculations do not include any reserves sold. The
Committee determines the amount of individual awards, based on each
participant's contribution to the Corporation's adjusted cash flow and to the
achievement of other corporate performance and service goals. All participants
have received equal award amounts under the Bonus Plan. Awards are paid as soon
as practicable after the end of the plan year. Awards of $48,370 and $59,700
were paid to each of the CEO and the other named executive officers identified
in the Summary Compensation Table for 1994 and 1993, respectively. No other
executive officers participated.
Performance Bonus. During 1993, the Committee approved the payment of
a discretionary bonus of $9,853 to each of the CEO and the other named
executive officers identified in the Summary Compensation Table in
consideration of such officers' contributions to the successful completion of
the Offering. No other executive officers received bonuses.
Long-Term Compensation. The Committee believes that stock options and
restricted stock awards encourage increased performance by the Corporation's
key employees by providing incentive to employees to elevate the long-term
value of the Corporation's common stock. In this manner, the interests of the
Corporation's employees are aligned with the interests of the Corporation's
stockholders. Additionally, stock options and restricted stock awards build
stock ownership and provide employees with a long-term focus.
Pursuant to the Corporation's 1993 Stock Option Plan (the "1993
Plan"), the Committee may grant stock options to executive officers and other
key employees of the Corporation. During 1994, incentive stock options to
purchase 35,000 shares of common stock were granted pursuant to the 1993 Plan,
including options to purchase 12,000 shares granted to executive officers
listed in the Summary Compensation Table. The options are subject to vesting
over a three-year interval. See the Option Grants in Last Fiscal Year table,
above.
As described in footnote 4 to the Summary Compensation Table above,
pursuant to the 1993 Restricted Stock Award Plan (the "Award Plan"), the
Committee can award restricted stock to executive officers and other key
management employees which vests over time in accordance with the Committee's
grant. The Committee awarded 100,000 shares of restricted stock in 1994,
including 96,000 shares to executive officers. The 1994 awards will vest over a
three-year interval.
9
<PAGE> 12
One-Time Bonus to CEO. In June 1988, the CEO purchased 200,000
shares of the Corporation's treasury stock for a sum aggregating $322,500. In
connection with this transaction, the Corporation advanced the CEO $77,500
bearing interest at 10% repayable in 10 annual installments. In November 1994,
the Board of Directors approved a resolution to forgive the outstanding
receivable from the CEO and also refund the principle and interest previously
paid to the Corporation, resulting in an aggregate bonus of $190,412. The Board
of Directors deemed this action to be appropriate based on the performance of
the Corporation since 1988, the efforts of the CEO in consummating the
acquisition of Bradmar in 1992, the offering in 1993, the
acquisition of ANEC in 1994, the acquisition of the JMC Interests in 1994 and
the CEO's relative salary and outstanding options in relation to compensation
and options granted to CEO's of the Corporation's peer group.
In accordance with a long-standing policy of the Corporation, the CEO
and the Executive Vice President do not participate in the long-term
compensation plans of the Corporation.
COMPENSATION COMMITTEE
Brian F. Egolf
Jim L. David
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<PAGE> 13
CORPORATE PERFORMANCE
The following graph shows a five-year comparison of cumulative total
stockholder returns for the Corporation, the Dow Jones Equity Market Index and
the Energy Sector - Oil - Secondary index, an index of peer companies selected
by Dow Jones & Co., Inc. from the Energy Sector of the Dow Jones Industry
Groups.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG THE CORPORATION, DOW JONES EQUITY MARKET INDEX
AND ENERGY SECTOR - OIL - SECONDARY INDEX
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Alexander Energy Corporation 100 224 192 181 203 277
Dow Jones Equity Market Index 100 96 127 138 152 153
Energy Sector - Oil - Secondary 100 83 82 82 91 88
</TABLE>
The total cumulative return on investment (change in the year end
stock price plus reinvested dividends) for each of the years for the
Corporation, the Dow Jones Equity Market Index and the peer companies within
the Energy Sector - Oil - Secondary Index is based on the stock price or
composite index beginning at the end of the calendar 1989. The Corporation has
never paid dividends on its common stock.
The Energy Sector - Oil - Secondary Index, is a diversified group of
approximately fifteen independent oil and gas companies. The group includes
Kerr-McGee Corp., Mapco Inc., Oryx Energy Co., and USX Marathon Group.
CERTAIN TRANSACTIONS
In June 1988, the Corporation issued John Hancock Mutual Life
Insurance Company ("Hancock") $5,000,000 principal amount unsecured 10% notes
due June 30, 1998 pursuant to a note agreement. At December 31, 1993, the
outstanding principal balance under the notes was $5,000,000. In connection
with the issuance of the unsecured 10% notes payable to Hancock, the
Corporation entered into a related investment agreement which provided Hancock
with warrants ("the Stock Purchase Warrants") to purchase 223,333 shares of the
Corporation's common stock at $3.00 per share. Any of the shares of the
Corporation's stock acquired pursuant to an exercise of the Stock Purchase
Warrants could have been "put" back to the Corporation, at Hancock's
discretion, at any time from December 31, 1992, through December 31, 1993.
Hancock failed to exercise the Stock Purchase Warrants, and, the Corporation
contends, failed to properly exercise its put. On February 3, 1994, the
Corporation filed a Complaint for Declaratory Judgment in United States
District Court requesting that the Court declare that the Stock Purchase
Warrants expired on December 31, 1993 and have no continued legal effect
thereafter, and that Hancock had no rights thereunder. The Corporation had
accrued a liability of $2.23 million as of December 31, 1993. After litigating
this matter, the Corporation settled the dispute in November 1994 for $1.1
million, resulting in a $1.1 million reduction of the $2.2 million liability
previously recorded.
11
<PAGE> 14
On March 19, 1992 the Corporation completed the acquisition through
merger of Bradmar. A condition to closing the merger was that Petroleum
Investments Securities Corp. ("PISC") would enter into a consulting/
noncompetitive agreement with the Corporation. Brian F. Egolf, a non-employee
directors of the Corporation, is an executive officer and director of PISC.
Brian F. Egolf was a principal stockholders, executive officer and director of
Bradmar prior to the merger. Since consummation of the merger on March 19,
1992, Brian F. Egolf has served as a director of the Corporation and is a
director nominee for the ensuing year. The Corporation paid PISC an amount
equal to $440,000 per year for a period of three years, in accordance with the
consulting agreement. The consulting agreement expired on March 18, 1995.
In June 1988, Bob G. Alexander purchased 200,000 shares of the
Corporation's treasury stock for a sum aggregating $322,500. In connection
with this transaction, the Corporation advanced Mr. Alexander $77,500 bearing
interest at 10% repayable in 10 annual installments. In November 1994, the
Board of Directors approved a resolution to forgive the outstanding balance of
$50,150, and to refund total principle and interest previously paid of $86,013,
resulting in an aggregate total of $190,412 (which included a tax gross up
amount of $54,249). See Summary Compensation Table above.
APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Corporation has appointed Ernst & Young
LLP as independent auditors of the Corporation. Ernst & Young LLP, certified
public accountants, have been the independent auditors of the Corporation since
March 1980. Although not formally required, the appointment of the independent
auditors of the Corporation has been directed by the Board of Directors to be
submitted to the stockholders for approval and their approval is requested. The
Board of Directors considers such accountants to be well qualified.
A representative of Ernst & Young LLP will be present at the meeting.
Such representative will be given the opportunity to make a statement if he
desires to do so and will be available to respond to appropriate questions.
The Board of Directors favor a vote for the proposal to approve the
appointment of Ernst & Young LLP. Unless a contrary indication is specified, the
shares represented by the enclosed proxy will be so voted. In the event the
appointment of Ernst & Young LLP should not be approved by the stockholders, the
Board of Directors will make another appointment, to be effective at the
earliest feasible date.
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<PAGE> 15
APPROVAL OF CHARTER AMENDMENT TO
INCREASE AUTHORIZED COMMON STOCK TO 50,000,000 SHARES
The Corporation currently has authorized capital stock consisting of
20,000,000 shares of common stock and 2,000,000 shares of preferred stock. Of
the 20,000,000 shares of authorized common stock, (i) 12,273,183 shares have
been issued and are currently outstanding at March 24, 1995; (ii) 1,174,758
shares have been reserved for grants or awards pursuant to (a) employee stock
plans (743,034 shares), (b) underwriters' warrants (232,950 shares) and (c)
options granted by the Corporation to a former ANEC officer and five former
ANEC directors as part of the merger with ANEC (198,774 shares); and (iii)
6,552,059 shares are available for future issuances. The Board of Directors of
the Corporation has unanimously determined that it is advisable to amend the
Corporation's Certificate of Incorporation to increase the amount of authorized
common stock to 50,000,000 shares. The additional common stock may be necessary
to permit the Corporation to engage in future mergers or acquisitions. At this
point in time, the Corporation has no plans or proposals to use any of its
available common or preferred stock, or any portion of the additional shares to
be authorized hereby, to engage in a merger, acquisition or other business
combination. The amendment has been unanimously approved by the Board of
Directors of the Corporation and is subject to the approval by the stockholders
of the Corporation. Approval of the amendment will have no effect on the shares
of common stock of the Corporation currently issued and outstanding.
As amended, Article V of the Corporation's Certificate of Incorporation is
proposed to read in its entirety as follows:
"ARTICLE V
The total number of shares of capital stock which the Corporation shall
have authority to issue is 52,000,000 shares, divided into 50,000,000 shares
designated as common stock, par value $.03 per share, and 2,000,000 shares
designated as preferred stock, par value $.01 per share.
The preferences, qualifications, limitations, restrictions and the special
or relative rights in respect of the shares of each class are as follows:
Preferred
The board of directors is authorized, subject to limitations prescribed by
law and the provisions hereof, to provide for the issuance of the shares of
preferred stock in series, and by filing a certificate pursuant to the
applicable law of the State of Oklahoma, to establish from time to time the
number of shares to be included in each such series, and to fix the
designations, powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof.
The authority of the board with respect to each series shall include, but
not be limited to, determination of the following:
(a) The number of shares constituting that series and the distinctive
designation of that series;
(b) The dividend rate on the shares of that series, whether dividends
shall be cumulative, and if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of that series;
(C) Whether that series shall have voting rights, in addition to the
voting rights provided by law, and if so, the terms of such voting rights;
(d) Whether that series shall have conversion privileges, and if so, the
terms and conditions of such conversion, including provision for adjustment of
the conversion rate in such events as the board shall determine;
(e) Whether or not shares of that series shall be redeemable, and if so,
the terms and conditions of such redemption, including the date or dates upon
or after which they shall be redeemable, and the amount per share payable in
case of redemption, which amount may vary under different conditions and at
different redemption dates;
(f) Whether that series shall have a sinking fund for the redemption or
purchase of shares of that series, and if so, the terms and amounts of such
sinking fund;
(g) The rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution and winding up of the Corporation, and the
relative rights of priority, if any, of payment of shares of that series; and
(h) Any other relative rights, preferences or limitations of that series.
Dividends on outstanding shares of preferred stock shall be paid or set
apart for payment before any dividends shall be paid or declared or set apart
for payment on the common shares with respect to the same dividend period.
13
<PAGE> 16
If upon any voluntary or involuntary liquidation, dissolution or winding
up of the Corporation the assets available for distribution to holders of
shares of preferred stock of all series shall be insufficient to pay such
holders the full preferential amount to which they are entitled, then such
assets shall be distributed ratably among the shares of all series in
accordance with the respective preferential amounts (including unpaid
cumulative dividends, if any) payable with respect thereto.
Common
Each of the shares of common stock of the Corporation shall be equal in
all respect to each other share. The holders of shares of common stock shall be
entitled to one vote for each share of common stock held with respect to all
matters as to which the common stock is entitled to be voted.
Subject to the preferential and other dividend rights applicable to
preferred stock, the holders of shares of common stock shall be entitled to
receive such dividends (payable in cash, stock or otherwise) as may be declared
on the common stock by the board of directors at any time or from time to time
out of any funds legally available therefor.
In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, after distribution in full of the preferential
and/or other amounts to be distributed to the holders of shares of preferred
stock, the holders of shares of common stock shall be entitled to receive all
of the remaining assets of the corporation available for distribution to its
stockholders, ratably in proportion to the number of shares of common stock
held by them."
The Board of Directors recommends a vote for the amendment.
14
<PAGE> 17
VOTE REQUIRED
The affirmative vote of holders of a majority of the Corporation's stock
represented at the annual meeting will be required for: (I) the election as
director of each nominee and (ii) the approval of the appointment of Ernst &
Young as independent auditors of the Corporation for 1995. The affirmative vote
of holders of a majority of the Corporation's stock entitled to vote at the
annual meeting will be required for approval of the amendment to the
Corporation's Certificate of Incorporation.
The office of the Corporation's Secretary appoints an inspector of
election to tabulate all votes and to certify the results of all matters voted
upon at the annual meeting. Neither the corporate law of the State of Oklahoma,
the state in which the Corporation is incorporated, nor the Corporation's
Certificate of Incorporation or Bylaws have any specific provisions regarding
the treatment of abstentions and broker non-votes. It is the Corporation's
policy to count abstentions or broker non-votes for purposes of determining the
presence of a quorum at the meeting; therefore, an abstentions and broker
non-votes will have the same effect as a vote against the election of directors
and ratification of the appointment of auditors and the amendment to the
Corporation's Certificate of Incoproration.
STOCKHOLDERS' PROPOSAL
15
<PAGE> 18
Proposals by stockholders intended to be presented at the 1996 Annual
Meeting of Stockholders must be received by the Corporation prior to December
8, 1995 in order for the proposals to be included in the proxy statement and
proxy card relating to such meeting. It is suggested that proponents submit
their proposals by certified mail, return receipt requested.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before the
Annual Meeting of Stockholders; however, if any additional matters are properly
brought before the meeting, the persons named in the enclosed proxy form will
vote the proxies in their discretion in the manner they believe to be in the
best interest of the Corporation.
The accompanying form of proxy has been prepared at the direction of the
Corporation, of which you are a stockholder, and is sent to you at the request
of the Board of Directors. The proxies named herein have been designated by
your Board of Directors.
The Board of Directors of the Corporation urges you, even if you presently
plan to attend the meeting in person, to execute the enclosed proxy and mail it
as indicated immediately. You may revoke your proxy and vote in person if you
are in fact able to attend.
ALEXANDER ENERGY CORPORATION
By Order of the Board of Directors
Sue Barnard
Secretary
Oklahoma City, Oklahoma
April 7, 1995
16
<PAGE> 19
10-K REPORT AVAILABLE
A COPY OF THE CORPORATIONS' ANNUAL REPORT ON FORM 10-K, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, WILL BE FURNISHED WITHOUT CHARGE TO
STOCKHOLDERS ON REQUEST TO:
Sue Barnard, Secretary
Alexander Energy Corporation
701 Cedar Lake Boulevard
Oklahoma City, OK 73114
ALEXANDER ENERGY
CORPORATION
BY ORDER OF THE BOARD
OF DIRECTORS
SUE BARNARD
Secretary
Oklahoma City,701lCEDAR LAKE BOULEVARD
April 7, 1995
NOTICE OF ANNUAL
MEETING AND
PROXY STATEMENT
ALEXANDER ENERGY
CORPORATION
OKLAHOMA CITY, OK 73114
<PAGE> 20
<TABLE>
<S> <C> <C>
P R O X Y ALEXANDER ENERGY CORPORATION
FOR
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
MAY 9, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Bob G. Alexander, Jim L. David and David E. Grose, or any of them, Proxies for the undersigned,
with full power of substitution in each, to represent and to vote, as designated below, all shares of common stock of Alexander
Energy Corporation which the undersigned is entitled to vote at the annual meeting of stockholders to be held on May 9, 1995, and at
any adjournments thereof, as follows:
1. ELECTION OF DIRECTORS, as set forth in the accompanying Proxy Statement.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) (to vote for all nominees listed below)
Bob G. Alexander, Roger G. Alexander, Jim L. David, Brian F. Egolf, David E. Grose, Larry L. Terry and Robert A. West
(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name in the space provided below.)
- ------------------------------------------------------------------------------------------------------------------------------------
2. PROPOSAL TO APPROVE the appointment of Ernst & Young LLP as the independent auditors of the Corporation.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. PROPOSAL TO APPROVE an Amendment to Article V of the Certificate of Incorporation to increase authorized Common Stock of the
Corporation to 50,000,000 shares.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
</TABLE>
<PAGE> 21
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1, 2 AND 3. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR
TO VOTE THEREOF.
The undersigned hereby acknowledges receipt of the Proxy Statement and
hereby expressly revokes any and all proxies heretofore given or executed by
him with respect to the shares represented by this Proxy.
Please sign exactly as name(s) appear hereon. When shares are
held by joint owners, both should sign. When signing in a
representative capacity, please give full title and attach
proof of authority unless already on file with the
Corporation. If a corporation or partnership, please sign in
full corporate or partnership name by President or partner or
other authorized person.
DATE _________________________________________________, 1995
___________________________________________________________
Signature
___________________________________________________________
Signature if held jointly
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
