<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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 (S)240.14a-11(c) or (S)240.14a-12
CODA ENERGY, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
CODA ENERGY, INC.
- - -------------------------------------------------------------------------------
(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), or 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>
CODA ENERGY, INC.
5735 PINELAND DRIVE, SUITE 300
DALLAS, TEXAS 75231
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 17, 1995
The Annual Meeting of Stockholders of Coda Energy, Inc. (the "Company"), a
Delaware corporation, will be held at The Petroleum Club, 2200 Ross Avenue,
Dallas, Texas, on Wednesday, May 17, 1995, at 10:00 a.m., Dallas time, for the
following purposes:
(1) To elect ten directors to serve until the next Annual Meeting of
Stockholders, or until their respective successors shall be duly elected and
qualified; and
(2) To transact such other business as may properly come before the meeting
or any adjournments thereof.
Only holders of the Company's Common Stock, par value $.02 per share, of
record at the close of business on April 7, 1995, are entitled to notice of and
to vote at the Annual Meeting or any adjournments thereof. A complete list of
stockholders, arranged in alphabetical order, and showing the address of each
stockholder and showing the number of shares registered in the name of each
stockholder, will be open to the examination of any stockholder for any purpose
germane to the meeting at the Company's principal executive offices at 5735
Pineland Drive, Suite 300, Dallas, Texas 75231, during regular business hours,
for a period of 10 days prior to the meeting. Such list shall also be produced
and kept at the Annual Meeting during the whole time thereof, and may be
inspected by any stockholder who is present. The meeting may be adjourned from
time to time without notice other than by announcement at the meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER OF
SHARES YOU MAY HOLD. PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND
MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE.
This Notice, the accompanying Proxy Statement, and the enclosed Proxy are
sent to you by order of the Board of Directors of the Company.
Dallas, Texas Joyce Berthier
April 14, 1995 Secretary
<PAGE>
CODA ENERGY, INC.
5735 PINELAND DRIVE, SUITE 300
DALLAS, TEXAS 75231
PROXY STATEMENT
FOR ITS
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 17, 1995
PLACE, TIME, DATE AND PURPOSES OF ANNUAL MEETING
This Proxy Statement is furnished to holders of common stock, par value
$.02 per share (the "Common Stock"), of Coda Energy, Inc. (the "Company"), a
Delaware corporation, in connection with the solicitation of proxies to be voted
at the Annual Meeting of Stockholders of the Company (the "Annual Meeting"), and
at any adjournment or postponement thereof, scheduled to be held at The
Petroleum Club, 2200 Ross Avenue, Dallas, Texas, at 10:00 a.m., Dallas time, on
Wednesday, May 17, 1995, for the purposes of: (i) electing ten directors of the
Company to serve until the next Annual Meeting of Stockholders, or until their
respective successors are duly elected and qualified, and (ii) conducting such
other business as may properly come before the Annual Meeting or any adjournment
thereof.
This Proxy Statement and the accompanying notice of meeting and proxy card
were first sent or given to stockholders of the Company on or about April 14,
1995.
SOLICITATION AND REVOCABILITY OF PROXIES
The Company expects to solicit proxies primarily by mail, but directors,
officers, employees and agents of the Company or its subsidiaries may also
solicit proxies in person or by telephone or other electronic means, none of
whom will receive additional compensation for such services. However, such
persons may be reimbursed for out-of-pocket expenses incurred in connection
therewith. The Company will also request brokerage houses, banks, and other
fiduciaries to forward soliciting materials to the beneficial owners of shares
of Common Stock held of record by such fiduciaries and will reimburse such
persons for their reasonable expenses in connection therewith. The accompanying
proxy is being solicited on behalf of the Board of Directors of the Company, and
the cost of preparing, assembling and mailing the proxies and accompanying
materials for the Annual Meeting, including the cost of reimbursing brokers and
nominees for forwarding proxies and proxy statements to their principals, will
be paid by the Company.
If the enclosed proxy is properly executed, duly returned and not revoked,
the shares represented thereby will be voted in accordance with the instructions
contained therein, if any. Unless the stockholder otherwise specifies, the
proxy will be voted (i) FOR the election as directors of the Company of the ten
nominees named under the caption "NOMINEES FOR DIRECTORS", and (ii) at the
discretion of the proxy holder on any other matter that may properly come before
the meeting or any adjournment thereof. Each proxy granted may be revoked by
the stockholder appointing such proxy at any time before it is voted by filing
with the Secretary of the Company a written revocation or a duly executed proxy
bearing
<PAGE>
a later date, or by attending the meeting and voting in person. Attendance at
the Annual Meeting will not in itself constitute the revocation of a proxy.
Proxies marked as withholding authority or abstaining will be treated as present
for purposes of determining a quorum for the Annual Meeting, but will not be
counted as a vote for any proposal as to which authority is withheld or
abstention indicated. Proxies returned by brokers as "non-votes" will be
treated as present for purposes of determining a quorum for the Annual Meeting
but will not be counted as a vote for any proposal as to which a "non-vote" is
indicated.
If the Annual Meeting is postponed or adjourned for any reason, at any
subsequent reconvening of the Annual Meeting all proxies will be voted in the
same manner as such proxies would have been voted at the original convening of
the Annual Meeting (except for proxies which have theretofore effectively been
revoked or withdrawn), notwithstanding that they may have been effectively voted
on the same or any other matter at a previous meeting.
At this time, management of the Company does not know of any matter to be
considered at the meeting other than those set forth herein and in the
accompanying Notice of Annual Meeting of Stockholders. However, if any such
matter, not now known, properly comes before the meeting, the persons named in
the enclosed form of proxy will vote such proxy at their discretion and in
accordance with their best judgement on such matters.
The Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1994, including audited financial statements, has been sent to
stockholders simultaneously with this Proxy Statement, but does not constitute a
part of the material for the solicitation of proxies.
THE COMPANY WILL PROVIDE A COPY OF ITS ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1994, INCLUDING FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES, FREE OF CHARGE, TO ANY STOCKHOLDER UPON RECEIPT
OF A WRITTEN REQUEST DIRECTED TO KAREN FURRY, 5735 PINELAND DRIVE, SUITE 300,
DALLAS, TEXAS 75231.
VOTE REQUIRED FOR APPROVAL; SHARES ENTITLED
TO VOTE; RECORD DATE
The affirmative vote of the holders of a plurality of the outstanding
shares of Common Stock present or represented by proxy and entitled to vote at
the Annual Meeting at which a quorum is present is required to elect each of the
ten directors nominated for reelection to the Company's Board of Directors. All
other matters properly brought before the Annual Meeting will be decided by a
majority of the votes cast on the matter, unless otherwise required by law. As
of March 1, 1995, the Company's directors and executive officers, and their
affiliates, held an aggregate of 2,443,576 shares of Common Stock, representing
approximately 11.1% of the Common Stock outstanding on April 7, 1995 (the
"Record Date") and entitled to vote on all proposals to be presented at the
Annual Meeting. Abstentions from voting and broker "non-votes" are counted for
purposes of determining the presence or absence of a quorum for the transaction
of business at the Annual Meeting. Abstentions are counted in the tabulation of
the votes cast on proposals presented to stockholders, whereas broker non-votes
are not counted for purposes of determining whether a proposal has been
approved. The presence at the Annual Meeting, whether in person or by proxy,
of the holders of at least a majority of the outstanding shares of Common Stock
entitled to vote thereat constitutes a quorum for the transaction of business.
2
<PAGE>
Only holders of record of Common Stock at the close of business on the
Record Date will be entitled to notice of, and to vote at, the Annual Meeting.
As of the Record Date there were outstanding and entitled to be voted at the
meeting 21,991,008 shares of Common Stock. These shares constitute the only
class of capital stock of the Company issued and outstanding. Each share of
Common Stock is entitled to one vote on each matter submitted to a vote at the
Annual Meeting. Cumulative voting is not permitted.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth the name and address of each stockholder of
the Company who is known by the Company to beneficially own more than five
percent of the Company's outstanding Common Stock, the number of shares
beneficially owned by each, and the percentage of outstanding Common Stock so
owned, as of December 31, 1994. As of December 31, 1994, there were 22,228,102
shares of Common Stock outstanding. All such information is derived from
Schedules 13G filed by each party named below with the Securities and Exchange
Commission (the "Commission") as of December 31, 1994.
<TABLE>
<CAPTION>
================================================================================
TITLE OF NAME AND ADDRESS AMOUNT PERCENT
CLASS OF BENEFICIAL OWNER AND NATURE OF CLASS
OF BENEFI-
CIAL OWNER-
SHIP
================================================================================
<S> <C> <C> <C>
Common Stock Metropolitan Life Insurance Company [1] 1,145,300 [2] 5.15
One Madison Avenue
New York, NY 10010
Common Stock State Street Research & Management
Company [1] 1,145,300 [2] 5.15
One Financial Center, 30th Floor
Boston, MA 02111-2690
- - --------------------------------------------------------------------------------
</TABLE>
[1] State Street Research & Management Company ("State Street") is a
registered investment advisor. According to State Street, all
securities reported by it are in fact owned by its clients and State
Street disclaims any beneficial interest therein. According to
information contained in the Schedule 13G filed by Metropolitan Life
Insurance Company ("Metropolitan Life"), the shares of Common Stock
reported by State Street are the same shares reported by Metropolitan
Life.
[2] Metropolitan Life and State Street have sole investment power with
respect to all of the shares but have sole voting power with respect
to only 811,000 shares.
The table appearing below sets forth information as of March 1, 1995, with
respect to shares of Common Stock beneficially owned by each of the present
directors and nominees for director, the Company's Chief Executive Officer and
the four other most highly compensated executive officers, and all directors and
executive officers as a group, and the percent of the outstanding Common Stock
so owned by each. As of March 1, 1995, there were 22,058,496 shares of Common
Stock outstanding.
3
<PAGE>
<TABLE>
<CAPTION>
================================================================================
TITLE OF DIRECTORS AND NAMED AMOUNT AND PERCENT
CLASS EXECUTIVE OFFICERS NATURE OF OF CLASS
BENEFICIAL
OWNERSHIP [1]
========================================================================
<S> <C> <C> <C>
Common Stock Earl E. Ellis 217,262 [2] 1.0
Common Stock T. W. Eubank 429,679 [3] 1.9
Common Stock Walter B. Hailey, Jr. 225,080 [4] 1.0
Common Stock Grant W. Henderson 16,261 [5] [12]
Common Stock Frank P. Horlock 117,695 [6] [12]
Common Stock Jarl P. Johnson 978,602 4.4
Common Stock David A. Keener 149,224 [7] [12]
Common Stock Tommie E. Lohman 534,091 [8] 2.4
Common Stock Douglas H. Miller 749,931 [9] 3.3
Common Stock Worthy R. Warnack, M.D. 122,574[10] [12]
- - ------------------------------------------------------------------------
Common Stock All directors and executive 3,640,556[11] 15.7
officers as a group (13 persons)
- - ------------------------------------------------------------------------
</TABLE>
[1] Unless otherwise indicated, all shares are owned directly by the named
person and he has sole voting and investment power with respect to
such shares.
[2] Includes warrants to purchase 25,000 shares exercisable within 60
days; 6,000 shares owned by Suni Ellis, daughter of Mr. Ellis, as to
which beneficial ownership is disclaimed; and 72,750 shares held in
Mr. Ellis' account by a trustee under the Benjamin Jacobson & Sons
Money Purchase Pension Plan, over which Mr. Ellis holds dispositive
power.
[3] Includes warrants to purchase 25,000 shares exercisable within 60
days; options to purchase 7,750 shares exercisable within 60 days; and
10,000 shares held in Mr. Eubank's account by a trustee under the
Company's 401(k) Employee Savings Plan, over which Mr. Eubank holds
dispositive power.
[4] Includes warrants to purchase 100,000 shares exercisable within 60
days; options to purchase 41,250 shares exercisable within 60 days;
13,235 shares owned by Barbara Hailey, wife of Mr. Hailey, as to which
beneficial ownership is disclaimed; 350 shares owned by Michael
Hailey, son of Mr. Hailey, as to which beneficial ownership is
disclaimed; and 28,800 shares owned by a trust of which Mr. Hailey is
a co-trustee.
[5] Includes options to purchase 10,623 shares exercisable within 60 days.
[6] Includes warrants to purchase 100,000 shares exercisable within 60
days.
[7] Includes warrants to purchase 100,000 shares exercisable within 60
days; and, options to purchase 41,250 shares exercisable within 60
days.
[8] Includes warrants to purchase 25,000 shares exercisable within 60
days; and 525 shares held in Mr. Lohman's account by a trustee under
the Company's 401(k) Employee Savings Plan, over which Mr. Lohman
holds dispositive power.
4
<PAGE>
[9] Includes warrants to purchase 525,000 shares exercisable within 60
days; options to purchase 6,121 shares exercisable in 60 days; and
11,231 shares held in Mr. Miller's account by a trustee under the
Company's 401(k) Employee Savings Plan, over which Mr. Miller holds
dispositive power.
[10] Includes warrants to purchase 100,000 shares exercisable within 60
days.
[11] Includes all shares, options and warrants referenced in notes [2]
through [10] above; 10,171 shares held directly or indirectly by other
executive officers of the Company; and options to purchase 89,986
shares exercisable within 60 days held by other executive officers.
[12] Less than one percent.
NOMINEES FOR DIRECTORS
Ten directors are to be elected at the Annual Meeting (which number
constitutes the entire Board of Directors of the Company). The term of office
for which each person is a nominee will expire at the next Annual Meeting of the
Company's stockholders or when his successor shall have been elected and
qualified. Unless otherwise instructed, the proxy holders intend to vote the
proxies received by them FOR the ten nominees below. Each nominee named has
consented to his being nominated for directorship.
If any nominee becomes unavailable for election for any reason, the proxy
holders will consult with management of the Company and follow the directions of
management of the Company with regard to voting the shares for which they hold
proxies. At this time, management of the Company has no reason to believe that
any nominee will be unwilling or unable to serve if elected a director of the
Company. Should any nominee decline or be unable to accept such nomination or
be unable to serve as a director, the Board of Directors reserves the right to
substitute another person as nominee, or to reduce the number of nominees to
such extent as they shall deem advisable.
5
<PAGE>
<TABLE>
<CAPTION>
NAME AGE DIRECTOR POSITION
SINCE WITH COMPANY
===========================================================================
<S> <C> <C> <C>
Earl E. Ellis 53 1992 Director
T. W. Eubank 52 1981 Director, President, Chief
Operating Officer
Walter B. Hailey, Jr. 67 1981 Director
Grant W. Henderson 36 March 1995 Director, Executive Vice Pre-
sident, Chief Financial Officer
Frank P. Horlock 69 1990 Director
Jarl P. Johnson 65 Sept. 1994 Vice Chairman of the Board,
President of Diamond Energy
Operating Company
David A. Keener 71 1981 Director
Tommie E. Lohman 57 April 1994 Director, President of Taurus
Energy Corp.
Douglas H. Miller 47 1987 Chairman of the Board,
Chief Executive Officer
Worthy R. Warnack, M.D. 40 1990 Director
- - ---------------------------------------------------------------------------
</TABLE>
Earl E. Ellis is a managing partner in the firm of Benjamin Jacobson and
Sons, specialists on the New York Stock Exchange. He has been associated with
Benjamin Jacobson and Sons since 1977.
T. W. Eubank was elected President and Chief Operating Officer of the Company
in March 1985. He was Chief Executive Officer from July 1987 to October 1989
and became Chief Operating Officer in October 1989 and Chief Financial Officer
in September 1989. He has been a director of the Company since 1981 and served
as Vice President and Chief Financial Officer from 1981 to March 1985.
Walter B. Hailey, Jr. has been active in personal investments in the oil and
gas industry since 1975. Mr. Hailey is also the principal of Planned Marketing
Associates, Inc., a sales training company.
Grant W. Henderson joined the Company in October 1993 as Executive Vice
President and Chief Financial Officer. Mr. Henderson was employed by
NationsBank from 1981 until joining the Company, last serving as a Senior Vice
President in its Energy Banking Group. Mr. Henderson spent over 12 years
developing financial strategies and credit facilities for public and private
companies involved in the energy industry.
Frank P. Horlock is engaged in ranching and private investments. From 1950
to 1988, Mr. Horlock owned and operated a large wholesale beer distributorship
in Houston, Texas.
Jarl P. Johnson has been active in the oil and gas industry since 1953. Mr.
Johnson worked for Phillips Petroleum from 1953 to 1955, and for Kewanee Oil Co.
from 1955 to 1978 where he served as
6
<PAGE>
Manager of Engineering for 14 years. He worked for Hamilton Brothers Oil
Company from 1978 to 1980 and was Vice President of Engineering. From 1980 to
1986 he was Vice President of Operations for Ensource Inc. Mr. Johnson formed
his own company, PetroJarl, Inc., in 1986 to own non-operated oil and gas
interests. He became President and a director of Diamond Energy Operating
Company ("Diamond") and Diamond A Inc. ("Diamond A") in October 1989, both of
which were acquired by the Company in September 1994. The Company has agreed
to continue to nominate Mr. Johnson to its Board of Directors as long as Mr.
Johnson holds at least 800,000 shares of Common Stock.
David A. Keener has been active in the oil and gas industry since 1975. He
served as President and Chief Executive Officer of the Company from November
1981 to September 1982, at which time he became Executive Vice President. Mr.
Keener was appointed Vice Chairman of the Board of Directors in 1985 and
resigned from his capacity as Executive Vice President at the same time. Mr.
Keener resigned as Vice Chairman in 1990.
Tommie E. Lohman has been active in the oil and gas industry since 1959.
From 1962 to 1988, Mr. Lohman was employed by Texas Oil & Gas Corp. ("TXO")
rising to the position of Director and Executive Vice President of TXO and
President of Delhi Gas Pipeline Corporation, a wholly owned subsidiary of TXO
engaged in natural gas gathering and processing. In 1988, Mr. Lohman organized
and served as President of Taurus Energy Corp. ("Taurus"), which was acquired by
the Company in April 1994. The Company has agreed to continue to nominate Mr.
Lohman to its Board of Directors as long as Mr. Lohman holds at least 400,000
shares of Common Stock.
Douglas H. Miller was elected Chairman of the Board and Chief Executive
Officer in October 1989 and has served as a director since 1987. Mr. Miller was
first employed in the securities industry in 1968, focusing primarily on the
energy industry. He was the owner of a broker-dealer company, sold in 1993, for
approximately ten years, and has served on various non-public boards.
Worthy R. Warnack, M.D. is engaged in the private practice of medicine. He
is also active in personal investments in the oil and gas industry.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE NAMED
NOMINEES.
7
<PAGE>
EXECUTIVE OFFICERS
The following table sets forth the executive officers of the Company.
Officers are elected by the Board of Directors annually to serve until their
successors are elected and qualified or until their earlier resignation or
removal. Officers serve at the discretion of the Board of Directors. Pursuant
to the terms of the acquisitions of Taurus and Diamond, the Company agreed to
appoint Mr. Lohman President of Taurus and Mr. Johnson President of Diamond.
Otherwise, there are no arrangements or understandings (including employment
contracts) pursuant to which any person was elected an officer.
<TABLE>
<CAPTION>
===================================================================
NAME AGE HELD POSITION
OFFICE WITH COMPANY
SINCE
===================================================================
<S> <C> <C> <C>
Douglas H. Miller 47 1989 Chief Executive Officer,
Chairman of the Board
Jarl P. Johnson 65 Sept. 1994 Vice Chairman of the
Board, President of Dia-
mond Energy Operating
Company
T. W. Eubank 52 1981 Director, President, Chief
Operating Officer
Tommie Lohman 57 April 1994 Director, President of Tau-
rus Energy Corp.
Grant W. Henderson 36 1993 Director, Executive Vice
President, Chief Financial
Officer
J. William Freeman 54 1990 Vice President - Engineering
Nancy C. McCaskell 39 1990 Vice President - Land
J.W. Spencer III 44 1991 Vice President - Operations
===================================================================
</TABLE>
The following is a brief description of the business background of each of
the executive officers who are not also nominees for directors. For a narrative
description of the business background of Messrs. Eubank, Henderson, Johnson,
Lohman and Miller see "NOMINEES FOR DIRECTORS."
J. William Freeman is a registered Professional Engineer in the State of
Texas and joined the Company in 1990 as its senior reservoir and economics
engineer. Mr. Freeman has worked in the oil and gas industry for 27 years
principally in the area of acquisitions of oil and gas properties. Prior to
1985 Mr. Freeman was employed by Gulf Oil Corporation. From 1985 to November
1989, Mr. Freeman
8
<PAGE>
worked for Parker & Parsley as a reservoir engineer, and from December 1989
until joining the Company he worked as an independent oil and gas engineer.
Nancy C. McCaskell has been employed by the Company since 1986 as
supervisor of its land department and was elected Vice President-Land in 1990.
Ms. McCaskell began her career in 1980 as an independent consultant to various
energy companies until 1984 at which time she began devoting her time
exclusively to the Company, specializing in acquisitions.
J. W. Spencer III has been involved in production and reservoir engineering
since 1973. From 1985 until March 1991, when he joined the Company as Vice
President - Operations, he was Manager of Production for Conquest Exploration.
Prior to 1985, Mr. Spencer was employed as an engineer by Gulf Oil Corporation.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the company's equity securities, to file with the Commission
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Such persons are required by
Commission regulations to furnish the Company with copies of all Section 16(a)
forms they file. Messrs. T.W. Eubank, Douglas H. Miller, Grant W. Henderson, J.
William Freeman and J.W. Spencer III, each a director and/or executive officer
of the Company, failed to file on a timely basis one Form 4 to report one
transaction made in 1994. Mr. Earl Ellis, a director of the Company, failed to
file on a timely basis two Forms 4 to report two transactions made in 1994. In
making this disclosure, the Company has relied upon copies of the reports its
directors and executive officers have filed with the Commission and with certain
written information provided to the Company by or for such officers and/or
directors.
9
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
THE INFORMATION PROVIDED HEREIN UNDER THE HEADINGS "REPORT ON EXECUTIVE
COMPENSATION" AND "PERFORMANCE GRAPH" SHOULD NOT BE DEEMED TO BE INCORPORATED BY
REFERENCE IN ANY FILING UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
EXCHANGE ACT OF 1934.
Summary Compensation Table. The following table sets forth the annual and
long-term compensation for the Company's Chief Executive Officer and the four
highest paid executive officers, as well as the total compensation paid to each
individual during the Company's last three fiscal years. Such individuals are
sometimes referred to as the "named executive officers."
<TABLE>
<CAPTION>
Long-term
Compensation
------------
Annual Compensation Awards
----------------------------------------------------------
Other Annual Securities
Name and Principal Year Salary($) Bonus($) Compensation Underlying All Other
Position ($)[5] Options/SARs Compensa-
(#) tion($)
- - ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Douglas H. Miller 1994 201,469 15,938 12,000 [6] 28,865 7,131 [10]
Chief Executive Officer 1993 181,563 24,811 12,000 [6] 17,500 6,769 [11]
1992 175,783 35,076 12,000 [6] 30,000 2,139 [12]
T. W. Eubank 1994 172,688 13,604 12,000 [6] 24,750 9,629 [13]
President, Chief 1993 155,625 21,498 12,000 [6] 15,000 9,320 [14]
Operating Officer 1992 151,410 30,212 12,000 [6] 30,000 8,789 [15]
Grant W. Henderson[1] 1994 143,906 10,919 -- 20,620 4,958 [16]
Executive Vice President, 1993 30,501 3,996 -- 25,000 --
Chief Financial Officer 1992 -- -- -- -- --
Tommie E. Lohman[2] 1994 100,781 7,475 6,500 [6][7] 107,500 [9] 4,928 [17]
President - Taurus Energy 1993 -- -- -- -- --
Corp. 1992 -- -- -- -- --
Jarl P. Johnson[3] 1994 45,854 31,104 [4] 1,500 [6][8] 108,750 [9] 2,100 [18]
President - Diamond Energy 1993 -- -- -- -- --
Operating Company 1992 -- -- -- -- --
---------------------------------------------------------------------------------------------------------------
</TABLE>
[1] Mr. Henderson's employment did not commence until October 15, 1993
when he joined the Company as Executive Vice President and Chief
Financial Officer.
[2] Mr. Lohman's employment did not commence until April 29, 1994 when the
Company acquired Taurus. Mr. Lohman's compensation is therefore
reported from May 1, 1994 through December 31, 1994.
[3] Mr. Johnson's employment did not commence until September 30, 1994
when the Company acquired Diamond and Diamond A. Mr. Johnson's
compensation is therefore reported from October 1, 1994 through
December 31, 1994.
[4] Includes $27,936 paid to Mr. Johnson as compensation pursuant to the
terms of the acquisition of Diamond and Diamond A.
10
<PAGE>
[5] For each of the named executive officers, the aggregate amount of
perquisites and other personal benefits did not exceed the lesser of
$50,000 or 10% of the officer's total annual salary and bonus.
[6] Director's fees paid by the Company ($6,000 in cash and $6,000 in
Common Stock, calculated quarterly at the average market price per
quarter). The cash portion of the director's fees is paid in the
quarter earned while the stock portion of the director's fees is paid
after the end of such quarter.
[7] Director's fees paid to Mr. Lohman were prorated to reflect his
becoming a director on April 29, 1994. Although Mr. Lohman accrued
$8,000 in director's fees, only $6,500 of those fees were paid in
fiscal year 1994. See Note [6].
[8] Director's fees paid to Mr. Johnson were prorated to reflect his
becoming a director on September 30, 1994. Although Mr. Johnson
accrued $3,000 in director's fees, only $1,500 of those fees were paid
in fiscal year 1994. See Note [6].
[9] Includes a warrant for the purchase of up to 100,000 shares which is
awarded to each director of the Company on the date of his election or
selection and vests 25,000 shares per year beginning on the first
anniversary of the grant.
[10] Includes $6,742 attributable to the Company's matching contribution to
its 401(k) Plan; and, $389 paid by the Company for term life insurance
premium.
[11] Includes $6,381 attributable to the Company's matching contribution to
its 401(k) Plan; and, $389 paid by the Company for term life insurance
premium.
[12] Includes $1,750 attributable to the Company's matching contribution to
its 401(k) Plan; and, $389 paid by the Company for term life insurance
premium.
[13] Includes $9,240 attributable to the Company's matching contribution to
its 401(k) Plan; and, $389 paid by the Company for term life insurance
premium.
[14] Includes $8,931 attributable to the Company's matching contribution to
its 401(k) Plan; and, $389 paid by the Company for term life insurance
premium.
[15] Includes $8,400 attributable to the Company's matching contribution to
its 401(k) Plan; and, $389 paid by the Company for term life insurance
premium.
[16] Includes $4,569 attributable to the Company's matching contribution to
its 401(k) Plan; and, $389 paid by the Company for term life insurance
premium.
[17] Includes $4,747 attributable to the Company's matching contribution to
its 401(k) Plan; and, $181 paid by the Company for term life insurance
premium.
[18] Constitutes $2,100 paid by the Company for term life insurance
premium.
11
<PAGE>
Stock Option Grants. The following table sets forth certain information
concerning options/SARs granted during 1994 to the named executive officers of
the Company.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
- - --------------------------------------------------------------------------------------------------------------------------
Potential realizable value at as-
Individual Grants sumed annual rates of stock price
appreciation for option term[6]
- - --------------------------------------------------------------------------------------------------------------------------
Number of Percent of total op- Exercise
Name securities tions/SARs granted or base Expiration 5%($) 10%($)
under- to price date
lying op- employees in fiscal ($/Sh)[5]
tions/SARs year[4]
grant-
ed (#)
- - --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Douglas H. Miller 9,615[1] 1.3 5.00 5-26-99 13,269 29,326
19,250[2] 2.7 5.625 12-13-04 68,049 172,384
T.W. Eubank 8,250[1] 1.1 5.00 5-26-99 11,385 25,163
16,500[2] 2.3 5.625 12-13-04 58,328 147,758
Grant W. Henderson 6,870[1] 0.9 5.00 5-26-99 9,481 20,954
13,750[2] 1.9 5.625 12-13-04 48,606 123,131
Tommie E. Lohman 7,500[2] 1.0 5.625 12-13-04 26,513 67,163
100,000[3] 13.8 4.875 04-29-04 306,500 776,500
Jarl P. Johnson 8,750[2] 1.2 5.625 12-13-04 30,931 78,356
100,000[3] 13.8 6.75 09-30-04 424,000 1,076,000
- - --------------------------------------------------------------------------------------------------------------------------
</TABLE>
[1] These stock options are exercisable in one-third increments annually
commencing on the date of the grant, and are contingent upon the
individual remaining employed with the Company through such dates.
[2] These stock options are exercisable in one-third increments annually
commencing one year from the date of the grant, and are contingent
upon the individual remaining employed with the Company through such
dates.
[3] Represents a one-time grant of a warrant to purchase 100,000 shares of
Common Stock granted to Messrs. Lohman and Johnson on the dates each
were selected to be on the Board of Directors pursuant to the
Compensation Plan for Directors. See "DIRECTORS' COMPENSATION." Each
warrant is exercisable in one-quarter increments annually commencing
one year from the date of the grant, and each year's vesting is
contingent upon the director attending at least 75% of the meetings of
the Board of Directors for that year.
[4] The percentages include the one-time grants to each of Messrs. Lohman and
Johnson of a warrant to purchase up to 100,000 shares which were
awarded to Messrs. Lohman and Johnson in their capacities as
directors, not as employees, of the Company or its subsidiaries. See
Note [3] above.
[5] The exercise price is equal to the fair market value per share of the
Company's Common Stock on the date of the grant.
[6] The amounts disclosed in these columns, which reflect appreciation at the
5% and 10% rates dictated by the Commission, are not intended to be a
forecast of the Company's Common Stock price and are not necessarily
indicative of the actual values which may be realized by the named
executive officers.
12
<PAGE>
Option Exercises and Holdings. The following table sets forth certain
information with respect to the named executive officers of the Company
concerning the exercise of options during the last fiscal year and unexercised
options held as of the end of the fiscal year.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR
END OPTION/SAR VALUES
- - -------------------------------------------------------------------------------------------------------------------
Shares Value Number of securities underly- Value of unexercised in-the money
Name acquired on realized ing unexercised options/SARs options/SARs at FY-end ($) exercis-
exercise(#) ($)[1] at FY-end (#) exercis- able/unexercisable[2]
able/unexercisable
- - -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Douglas H. Miller 16,875 64,800 609,038/67,327 1,792,163/91,546
T.W. Eubank 575,000 2,003,125 32,750/62,000 75,875/89,188
Grant W. Henderson -- -- 10,623/34,997 2,290/9,736
Tommie E. Lohman -- -- 0/107,500 0/115,313
Jarl P. Johnson -- -- 0/108,750 0/3,281
- - ---------------------------------------------------------------------------------------------------------------------
</TABLE>
[1] The value realized is calculated by subtracting the exercise price per
share from the market value per share of the Company's Common Stock on
the date of the exercise, multiplied by the number of shares of Common
Stock underlying the exercised options.
[2] Values are calculated by subtracting the exercise price per share from
the market value per share of the Company's Common Stock at fiscal
year end, multiplied by the number of shares of Common Stock
underlying the in-the-money options, and assumes a fair market value
at fiscal year end of $6.00 per share (the closing price of the
Company's Common Stock on December 31, 1994).
DIRECTORS' COMPENSATION
The Compensation Plan for Directors adopted during 1990, which applies
equally to non-employee directors and directors who are also employees of the
Company, provides a quarterly Director's fee of $3,000, half in cash and half in
Common Stock (at the average market price for the quarter), plus the one-time
grant to each Director of a warrant to purchase up to 100,000 shares of Common
Stock, at an exercise price equal to the greater of $3.00 per share or the
closing trade price on the date of the grant. The initial grant, made December
19, 1990, to all Directors elected at the Annual Meeting of Stockholders held on
that date, was at a specified price of $3.125 per share; subsequent grants, made
to each new Director when first elected or appointed as such, have an exercise
price equal to the greater of $3.00 or the closing market price on the date of
election or appointment. The right of exercise vests in 25,000 share increments
at the end of each of the first four years of the Director's service beginning
after 1990, provided the Director attends at least 75% of all Board of
Directors' meetings during that year. Failure to attend the requisite number of
meetings during a given year will cause forfeiture of the portion of the warrant
eligible for vesting that year. The warrant expires at the earlier of ten years
after the date of grant or three months after a Director ceases to serve as such
(fifteen months if service ceases because of death or disability).
The cash portion of the director's compensation is paid monthly in the
month earned. The stock portion of the director's compensation is paid
quarterly, at the beginning of the quarter immediately following the quarter in
which the compensation was earned. During 1994, each Director, except for
13
<PAGE>
Messrs. Lohman and Johnson, was paid $6,000 in cash and 1,041 shares of Common
Stock under the Compensation Plan for Directors; each also became vested in the
right to exercise 25,000 shares under his respective Compensation Plan warrant.
Mr. Lohman was paid $4,000 in cash and 410 shares of Common Stock and Mr.
Johnson was paid $1,500 in cash and no shares of Common Stock under the
Compensation Plan for Directors. Neither Mr. Lohman nor Mr. Johnson became
vested as to any shares underlying their respective Compensation Plan warrants
during 1994.
REPORT ON EXECUTIVE COMPENSATION
Compensation of the Company's executive officers in 1994 was comprised
principally of base salary, annual bonus, and incentive stock options. The
Company does not have employment agreements with any of its executive officers,
nor does it provide pension, retirement and many other benefits commonly
included in executive compensation packages. Base salaries set by the Board are
the result of an historically conservative compensation policy and, based upon
information obtained from third party sources, are believed to be generally at
or below those of executives who hold comparable positions in similarly situated
companies in the oil and gas industry. (In the case of Jarl P. Johnson, his
base salary level was stipulated in the Agreement and Plan of Merger dated June
11, 1994, between the Company, the Company's merger subsidiaries, and Diamond
and Diamond A.)
A significant portion of each executive officer's compensation in 1994 was
directly linked to corporate performance through application of the Company's
1994 Incentive Bonus Plan for Officers, as well as the 1989 and 1993 Incentive
Stock Option Plans. The 1994 Incentive Bonus Plan for Officers provided for the
payment of cash bonuses under a formula tied to the difference between the
Company's 1994 and 1993 year end stock prices. Under the stock option plans,
the Board made discretionary awards of stock option grants to Company and
Company subsidiary officers and others whose judgment, initiative and efforts
contributed or are expected to contribute to the successful performance of the
Company. Pursuant to the terms of the plans, the exercise price of each stock
option may not be less than 100% of the fair market value per share on the date
of grant. The Board believes that participants in these plans are more highly
motivated over the long-term, and that such participation is beneficial in
aligning management's and stockholders' interests and ultimately enhancing
stockholder value. The Board is considering the adoption of a similar incentive
bonus plan for 1995.
The Company's total compensation program is grounded fundamentally upon
business performance and the desire to increase stockholder value. The Board
makes its own subjective determination of the Company's business performance
relative to opportunities and difficulties encountered during the year. Other
factors such as earnings, cash flow and reserve base replacement and growth are
also considered. The bonus payments made and the options granted during fiscal
year 1994 reflected the favorable performance of the Company, including in
particular an aggregate increase in reserves of approximately 53% (calculated on
a barrel of oil equivalent basis).
The compensation of the Company's Chief Executive Officer, Mr. Douglas H.
Miller, is determined in the same manner as that for other executive officers of
the Company. The bonus paid to Mr. Miller in 1994 was, as contemplated under
the 1994 Incentive Bonus Plan for Officers, contingent upon an increase in the
price of the Company's Common Stock over the fiscal year 1994. The approximate
11% increase in Mr. Miller's base salary at year end 1994, coupled with two
stock option grants totaling 28,865 shares, was in recognition of Mr. Miller's
contributions to the Company's performance.
14
<PAGE>
The Board believes that the increase in stockholder value, the reserve base
growth and replacement, and the continued growth and vitality of the Company may
be traced directly to the quality of leadership displayed by Mr. Miller during
his tenure with the Company.
The Company's compensation policy is to provide a reasonably competitive
level of compensation in order to attract, motivate, reward and retain
experienced, qualified personnel with the talent necessary to achieve the
Company's objectives and strategies. The incentives provided through bonus and
stock option plans are intended to promote a mutuality of interests between the
executive officers and stockholders. Based upon its experience, the Board
believes that this approach has been and will continue to be successful in
balancing compensation levels with stockholder interests. The Board further
believes its compensation policy is essential to the Company's short and long-
term success in a highly competitive environment.
The above report was submitted by the Company's Board of Directors: Earl
E. Ellis, T.W. Eubank, Walter B. Hailey, Jr., Frank P. Horlock, Jarl P. Johnson,
David A Keener, Tommie E. Lohman, Douglas H. Miller, and Worthy R. Warnack, M.D.
(Grant W. Henderson did not join the Board until March 15, 1995, which was
subsequent to the preparation and submission of this report.) IN ACCORDANCE
WITH THE RULES OF THE COMMISSION, THE ABOVE REPORT SHOULD NOT BE DEEMED
"SOLICITING MATERIAL" OR TO BE "FILED" WITH THE COMMISSION OR SUBJECT TO
REGULATIONS 14A OR 14C PROMULGATED PURSUANT TO THE EXCHANGE ACT OF 1934, OTHER
THAN AS PROVIDED IN ITEM 402 OF REGULATION S-K PROMULGATED BY THE COMMISSION, OR
TO THE LIABILITIES OF SECTION 18 OF THE EXCHANGE ACT OF 1934.
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 Association of Securities Dealers Automated Quotation
System ("NASDAQ") Market Value Index and (iii) a peer group index. The peer
group index was supplied by Media General Financial Services, an independent
third-party source, and is comprised of approximately 194 companies categorized
under the Standard Industrial Classification Number 1311 (Crude Petroleum and
Natural Gas) applicable to the Company. All cumulative returns are calculated
on a fiscal year basis ending on December 31 of each year. IN ACCORDANCE WITH
THE RULES OF THE COMMISSION, THE FOLLOWING PERFORMANCE GRAPH SHOULD NOT BE
DEEMED "SOLICITING MATERIAL" OR TO BE "FILED" WITH THE COMMISSION OR SUBJECT TO
REGULATIONS 14A OR 14C PROMULGATED PURSUANT TO THE EXCHANGE ACT OF 1934, OTHER
THAN AS PROVIDED IN ITEM 402 OF REGULATION S-K PROMULGATED BY THE COMMISSION, OR
TO THE LIABILITIES OF SECTION 18 OF THE EXCHANGE ACT OF 1934.
15
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
CODA ENERGY, INC., NASDAQ MARKET INDEX AND PEER GROUP INDEX [1]
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
- - -----------------------------------------------------------------------
COMPANY 1989 1990 1991 1992 1993 1994
- - -----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Coda Energy Inc. 100 73.47 85.71 132.65 175.51 195.92
Industry Index 100 86.49 90.30 85.74 102.16 107.06
Broad Market 100 81.12 104.14 105.16 126.14 132.44
- - -----------------------------------------------------------------------
</TABLE>
[1] Assumes (i) the sum of $100 was invested on January 1, 1990, in the
Company's Common Stock and in each index and (ii) the reinvestment of
dividends.
16
<PAGE>
MEETINGS OF DIRECTORS AND COMMITTEES
The Company's Board of Directors held eight meetings during the year ended
December 31, 1994.
The Company has an Audit Committee presently composed of Messrs. Eubank,
Warnack and Keener which held one meeting during the year ended December 31,
1994. The functions of the Audit Committee include the following: (i)
recommending independent accountants to the Board of Directors; (ii) reviewing
the audit program, including the Company's internal control procedures, with the
independent accountants and Company officers; (iii) reviewing the Company's
financial statements; (iv) approving other professional services provided by the
independent accountants; and (v) evaluating the independence of the Company's
independent accountants.
The Board also has a Compensation Committee (currently consisting of
Messrs. Hailey and Horlock) which met one time during 1994. The Compensation
Committee assists the Board of Directors in establishing compensation for key
employees.
The Board of Directors also has a Nominating Committee (currently
consisting of Messrs. Eubank, Hailey and Miller) which did not meet during 1994.
The Nominating Committee assists the Board of Directors by recommending nominees
for election to the Board of Directors or nominees to fill additional
directorships that may be created or vacancies that may exist on the Board of
Directors. The Nominating Committee will consider nominees recommended by
stockholders. Recommendations by stockholders should be submitted to the
Secretary of the Company no later than the last date for submission by
stockholders of proposals for inclusion in the Company's proxy statement and
form of proxy relating to the next annual meeting of stockholders, and should
identify the nominee by name and provide detailed background information.
Each director attended at least 75% of the aggregate of all meetings of the
Board of Directors and of the committees of the Board of Directors on which such
director served.
CERTAIN TRANSACTIONS
In April 1994, the Company acquired by merger all of the issued and
outstanding common stock of Taurus in exchange for 1,500,000 shares of Common
Stock, valued at approximately $7.3 million, and $3.25 million in cash. The
Company assumed existing Taurus indebtedness of approximately $9.75 million.
Contemporaneous with the consummation of the merger, Tommie E. Lohman, President
of Taurus and a principal shareholder thereof, was appointed to the Board of
Directors of the Company and reappointed President of Taurus, a wholly owned
subsidiary of the Company. In connection with this transaction, Mr. Lohman
received 500,000 shares of Common Stock, valued at approximately $2.4 million,
and $1,083,333 in cash. He also received a warrant to purchase 100,000 shares
of Common Stock at an exercise price of $4.875, the closing stock price on the
date of the grant, upon his being appointed to the Board of Directors of the
Company.
In connection with the acquisition of Taurus, Mr. Lohman made a loan to the
Company for the sum of $1.0 million in exchange for a subordinated promissory
note from the Company having a term of three years, payable in three equal
annual installments of principal plus accrued interest calculated at the rate of
seven percent per annum.
17
<PAGE>
In September 1994, the Company acquired by merger all of the issued and
outstanding common stock of Diamond and Diamond A in exchange for 3,647,715
shares of Common Stock. Contemporaneous with the consummation of the merger,
Jarl P. Johnson, President of Diamond and Diamond A and a principal shareholder
thereof, was appointed to the Board of Directors of the Company and reappointed
President of Diamond, a wholly owned subsidiary of the Company. In connection
with this transaction, Mr. Johnson received 1,003,123 shares of Common Stock,
valued at approximately $6.8 million. He also received a warrant to purchase
100,000 shares of Common Stock at an exercise price of $6.75, the closing stock
price on the date of the grant, upon his being appointed to the Board of
Directors of the Company.
Douglas H. Miller, Chairman of the Board and Chief Executive Officer of the
Company, was indebted to the Company in an aggregate amount of $78,482 on
December 31, 1994. Of this aggregate amount of indebtedness, $14,490 and $6,375
are evidenced by promissory notes bearing interest at the rate of 3.75% and the
prime rate of interest charged by NationsBank of Texas, N.A. plus one percent,
respectively. The remaining indebtedness of $57,617 is owed by Mr. Miller under
an open account with the Company. The open account does not bear interest.
Except for the promissory note in the aggregate amount of $14,490, the proceeds
from which were used to purchase Common Stock under the Company's 1994 Employee
Stock Purchase Plan, all indebtedness represents Mr. Miller's miscellaneous
personal expenses. As of March 1, 1995, the aggregate amount of indebtedness
owed by Mr. Miller to the Company was $81,334, all of the increase of which is
attributable to Mr. Miller's open account with the Company.
Jarl P. Johnson, Vice Chairman of the Board and President of Diamond, was
indebted to Diamond in the aggregate amount of $222,676 on December 31, 1994.
This indebtedness is evidenced by a promissory note, payable on demand, bearing
interest at the rate of 10% per annum. The indebtedness is secured by a pledge
of certain shares of Common Stock owned by Mr. Johnson. The indebtedness arose
in June of 1990, prior to the Company's acquisition of Diamond, when Mr. Johnson
and certain other Diamond shareholders obtained certain properties of Diamond in
exchange for notes. The properties were then contributed to Diamond A in
exchange for shares of Diamond A, which shares were in turn pledged to secure
the notes.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Ernst & Young LLP as independent
certified public accountants to audit the books and accounts of the Company and
its consolidated subsidiaries for its current fiscal year. Ernst & Young LLP
has audited the books and accounts of the Company starting with the Company's
fiscal year ended June 30, 1990.
The Company expects that one or more representatives from Ernst & Young LLP
will be present at the Annual Meeting of Stockholders with the opportunity to
make statements if they so desire. The Company expects that these
representatives will also be available to respond to appropriate questions from
the floor at the Annual Meeting of Stockholders.
18
<PAGE>
OTHER BUSINESS
The only business to come before the meeting of which the management is
aware is set forth in the Proxy Statement. If any other business is presented,
it is intended that discretionary authority to vote the proxies shall be
exercised with respect thereof.
STOCKHOLDER PROPOSALS
Any stockholder desiring to submit a proposal for inclusion in the
Company's proxy statement and form of proxy relating to the next annual meeting
of stockholders must advise the Secretary of the Company of such proposals in
writing by December 18, 1995. All such proposals must comply with Rule 14a-8
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended.
PLEASE DATE, SIGN AND RETURN THE PROXY CARD AT YOUR EARLIEST CONVENIENCE IN THE
ENCLOSED RETURN ENVELOPE.
By Order of the Board of Directors
Dallas, Texas Joyce Berthier
April 14, 1995 Secretary
19
<PAGE>
CODA ENERGY, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints T.W. Eubank and Douglas H. Miller, or either
of them with full power of substitution, proxies to vote at the Annual Meeting
of Stockholders of Coda Energy Inc. (the "Company") to be held on May 17, 1995
at 10:00 a.m., Dallas time, and at any adjournment or adjournments thereof,
hereby revoking any proxies heretofore given, to vote all shares of Common
Stock of the Company held or owned by the undersigned as directed on the
reverse, and in their discretion upon such other matters as may come before
the meeting.
(TO BE SIGNED ON REVERSE SIDE)
- - --------------------------------------------------------------------------------
[X] Please mark your
votes as in this
example
1. Election of Directors
[ ]FOR [ ]WITHHELD
For except vote withheld from the following nominee(s)
- - ------------------------------------------------------
Nominees: Earl E. Ellis, T.W. Eubank, Walter B. Hailey, Jr., Grant W. Henderson,
Frank P. Horlock, Jarl P. Johnson, David A. Keener, Tommie E. Lohman,
Douglas H. Miller, Worthy R. Warnack, M.D.
PLEASE SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
Signature____________________
Date_________________________
Signature____________________
Date_________________________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full name as such.
