<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. )
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 sec. 240.14a-11(c) or sec. 240.14a-12
PrimeEnergy Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 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> 2
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF
PRIMEENERGY CORPORATION
TO BE HELD
June 14, 1995
---------------------
Notice is hereby given that the Annual Meeting of Stockholders of
PrimeEnergy Corporation will be held on Wednesday, June 14, 1995, 10:00 a.m.,
EDT, at The Landmark Club, 22nd Floor, One Landmark Square, Stamford,
Connecticut, for the following purposes:
1. To elect a Board of Directors of fourteen (14) persons as nominated
in the accompanying Proxy Statement, such Directors to hold office until
the next annual meeting of stockholders and until their successors are
elected; and
2. To transact such other procedural business as may properly be
brought before the meeting or at any adjournment or adjournments thereof.
Said meeting may be adjourned from time to time without other notice than
by announcement at said meeting, or at any adjournment thereof, and any and all
business for which said meeting is hereby noticed may be transacted at any such
adjournment.
The Board of Directors has fixed April 17, 1995, as the date for the taking
of a record of the stockholders entitled to notice of and to vote at the meeting
and at any adjournment or adjournments thereof. The stock transfer books will
not be closed.
Enclosed is a form of proxy solicited by the Board of Directors of the
Company. Stockholders who do not plan to attend the meeting in person are
requested to date, sign and return the enclosed proxy in the enclosed envelope,
to which no postage need be affixed if mailed in the United States. Your proxy
may be revoked at any time before it is exercised and will not be used if you
attend the meeting and prefer to vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
JAMES F. GILBERT
Secretary
April 26, 1995
<PAGE> 3
PRIMEENERGY CORPORATION
ONE LANDMARK SQUARE
STAMFORD, CONNECTICUT 06901
PROXY STATEMENT
SOLICITATION BY THE BOARD OF DIRECTORS OF PROXIES FROM
STOCKHOLDERS FOR ANNUAL MEETING OF STOCKHOLDERS
JUNE 14, 1995
The Board of Directors of PrimeEnergy Corporation, a Delaware corporation,
(hereinafter called the "Company") solicits your proxy in the enclosed form
which, if you do not plan to attend the Annual Meeting of Stockholders of the
Company on Wednesday, June 14, 1995, you are requested to fill out, sign as
indicated and return to the Company in the enclosed self-addressed envelope,
which requires no postage if mailed in the United States. Any proxy given
pursuant to this solicitation may be revoked by the person giving it at any time
before it is exercised by notice in person or in writing to the Company. The
approximate day on which the proxy statement and form of proxy will be sent to
security holders is April 26, 1995.
Proxies are being solicited by mail and all expenses of solicitation have
been or will be borne by the Company. In addition, arrangements may be made with
brokerage houses and other custodians, nominees and fiduciaries to send proxies
and proxy material to their principals, and the Company will reimburse them for
their expenses in so doing.
Only stockholders of record at the close of business on April 17, 1995, are
entitled to vote at the 1995 Annual Meeting. At that date the Company had
outstanding and entitled to vote 5,521,319 shares of Common Stock, each share
entitling the record holder thereof to one vote.
All shares of the Company represented by proxies received in time and in
proper form and condition and not revoked will be voted as specified in the
proxy; or in the absence of specific direction, the proxy will be voted by the
person designated therein:
FOR the election as Directors of the Company of the fourteen (14)
nominees named below, to hold office until the next annual meeting of
stockholders and until their respective successors shall be duly elected.
In the event any of the nominees should become unable to serve as a
Director, the proxies will be voted in accordance with the best judgment of
the person acting under it.
The election of Directors will require the affirmative votes of a plurality
of the shares of the Common Stock voting in person or by proxy at the Annual
Meeting. The Company's transfer agent will tabulate all votes which are received
prior to the date of the Annual Meeting. The Company will appoint two inspectors
of election, who may be officers or employees, to receive the transfer agent's
tabulation, to tabulate all other votes, and to certify the results of the
elections. Abstentions and broker non-votes are each included in the
determination of the number of shares present and voting (i.e., for quorum
purposes), but shall not be counted.
The management knows of no matters to be submitted to the 1995 Annual
Meeting with respect to which the stockholders are entitled to vote other than
the election of Directors, but if other procedural matters do properly come
before the meeting the persons named in the proxy will vote according to their
best judgment.
<PAGE> 4
SECURITIES OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of shares of the
Common Stock of the Company owned beneficially by any person, including any
"group" as that term is defined in Section 12d(3) of the Securities Exchange Act
of 1934, known to the Company to be the beneficial owner of five percent (5%) or
more of the Common Stock, as of April 17, 1995. Information as to beneficial
ownership is based upon statements furnished to the Company by such persons.
Except as indicated, all shares are held directly, with full voting and
dispositive powers, and percentages are calculated on the basis of the shares
issued and outstanding, and with respect to those named persons holding options
presently exercisable or within 60 days of April 17, 1995, includes the number
of shares to be issued upon exercise of such options.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- ------------------------------- ----------------- --------
<S> <C> <C>
McJunkin Corporation 1,127,221 20.42
835 Hillcrest Drive
Charleston, West Virginia 25311
Charles E. Drimal, Jr. 1,212,706(1) 19.35
One Landmark Square
Stamford, Connecticut 06901
Robert de Rothschild 530,361(2) 9.61
1251 Avenue of the Americas
51st Floor
New York, New York 10020
Jan K. Smeets 293,732(3) 5.32
9 Locust Avenue
Larchmont, New York 10538
</TABLE>
- ---------------
(1) Includes 457,506 shares held directly; 7,700 shares held as custodian for
Mr. Drimal's minor son; and 747,500 shares subject to options presently
exercisable or within 60 days.
(2) Includes 14,000 shares held directly; 22,629 shares held of record by a
trust of which Mr. de Rothschild is the beneficiary; 293,732 shares held of
record by The American Energy Co., Inc., a private company controlled by,
or for the benefit of Mr. de Rothschild; 200,000 shares held of record by
Amrace, Inc., a private company controlled by, or for the benefit of, Mr.
de Rothschild.
(3) Shares held of record by Batavia Holdings, Inc., a private company
controlled by Mr. Smeets.
In addition to those persons set forth to the table above, CEDE & Co. was
the record holder of more than 5% of the Common Stock as of April 17, 1995;
however, the Company does not know the nature of the beneficial ownership of
such shares.
2
<PAGE> 5
The following table sets forth information at April 17, 1995, with respect
to the shares of the Company's Common Stock beneficially owned by the Company's
Directors and nominees and by all Directors and officers of the Company as a
group:
<TABLE>
<CAPTION>
AMOUNT
BENEFICIALLY
NAME OWNED(1) PERCENT OF CLASS (1)
- --------------------------------- ------------ ----------------
<S> <C> <C>
Samuel R. Campbell 161,317(2) 2.92
Beverly A. Cummings 100,000(3) 1.78
Charles E. Drimal, Jr. 1,212,706(4) 19.35
Charles E. Drimal, Sr. 201,000 3.64
Matthias Eckenstein 252,289(5) 4.57
H. Gifford Fong 200,000 3.62
Thomas S. T. Gimbel 75,000 1.36
Clint Hurt 274,269(6) 4.97
Robert de Rothschild 530,361(7) 9.61
Jarvis J. Slade 11,490 Less than one
Jan K. Smeets 293,732(8) 5.32
Bennie H. Wallace, Jr. 50,000(3) Less than one
Gaines Wehrle none(9) Less than one
Michael H. Wehrle 18,000(9) Less than one
All Directors and officers 3,390,670(2)(3) 52.74
as a group (4)(5)(6)(7)
(8)(9)(10)
</TABLE>
- ---------------
(1) Unless otherwise indicated, all shares are owned directly and the holder
thereof has sole voting and investment powers with respect thereto, and
percentages are calculated on the basis of the shares issued and
outstanding, and with respect to those persons, or group, holding options
presently exercisable or within 60 days, includes the number of shares to
be issued upon exercise of such options.
(2) Includes 25,000 shares held of record by Mr. Campbell's wife, Camille
Campbell.
(3) Represents shares subject to options presently exercisable or within 60
days.
(4) Includes 457,506 shares held directly; 7,700 shares held as custodian for
Mr. Drimal's minor son; and 747,500 shares subject to options presently
exercisable or within 60 days.
(5) Includes 160,289 shares held directly and 92,000 shares held of record by
Arctic, Inc., a private company controlled by Mr. Eckenstein.
(6) Shares held of record by Clint Hurt & Associates, Inc., a private company
controlled by Mr. Hurt.
(7) Includes 14,000 shares held directly; 22,629 shares held of record by a
trust of which Mr. de Rothschild is the beneficiary; 293,732 shares held of
record by The American Energy Co., Inc., a private company controlled by,
or for the benefit of, Mr. de Rothschild; 200,000 shares held of record by
Amrace, Inc., a private company controlled by, or for the benefit of, Mr.
de Rothschild.
(8) Shares held of record by Batavia Holdings, Inc., a private company
controlled by Mr. Smeets.
(9) Does not include any beneficial ownership of such persons in 1,127,221
shares held of record by McJunkin Corporation, a private company, by reason
of their positions with, or ownership of interests in, McJunkin
Corporation.
(10) Includes 10,000 shares subject to options held by an officer, presently
exercisable or within 60 days and 506 shares held by such officer.
3
<PAGE> 6
DIRECTORS AND EXECUTIVE OFFICERS
At the 1995 Annual Meeting, the stockholders of the Company will elect
fourteen (14) Directors, in each case to hold office until the next annual
meeting or until their respective successors shall be duly elected. There will
be submitted by the management to the 1995 Annual Meeting for election as
Directors, the fourteen (14) nominees whose names, together with certain
information concerning them, are set out below. In the event any of the nominees
shall become unable to serve as a Director, the proxy will be voted in
accordance with the best judgment of the person acting under it; however, no
circumstances are at present known which would render any nominee unavailable.
<TABLE>
<CAPTION>
OFFICES HELD
WITH THE DIRECTOR
NOMINEE AGE PRINCIPAL OCCUPATION COMPANY SINCE
------- --- ----------------------------- ---------------------- ---------
<S> <C> <C> <C> <C>
Samuel R. Campbell 69 Private Investments, Director November
Southampton, New York 1989
Beverly A. Cummings 42 Executive Vice President, Director; Executive February
Finance, and Treasurer of Vice President and 1988
the Company; Executive Vice Treasurer
President, Finance, of
PrimeEnergy Management
Corporation
Charles E. Drimal, Jr. 47 President of the Company; Director; President October
President of PrimeEnergy 1987
Management Corporation
Charles E. Drimal, Sr. 76 Private Investments, Director August
New York, New York 1989
Matthias Eckenstein 65 Architect and Developer, Director August
Basel, Switzerland 1989
H. Gifford Fong 50 Investment Portfolio Director May
Manager, Walnut 1994
Creek, California
Thomas S. T. Gimbel 40 Senior Vice President, Director March
PaineWebber, Incorporated, 1989
Investment Bankers and
Brokers, Weehawken, New
Jersey
Clint Hurt 59 President, Clint Hurt & Director February
Associates, Inc., a private 1988
oil and gas exploration
company and drilling
contractor, Midland, Texas
Robert de Rothschild 48 Private Investments, Director February
New York, New York 1988
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
OFFICES HELD
WITH THE DIRECTOR
NOMINEE AGE PRINCIPAL OCCUPATION COMPANY SINCE
------- --- ----------------------------- ---------------------- ---------
<S> <C> <C> <C> <C>
Jarvis J. Slade 69 Merchant Banker Director November
and Consultant, 1989
New York, New York
Jan K. Smeets 47 Private Investments, Director February
Larchmont, New York 1988
Bennie H. Wallace, Jr. 43 Vice President, Corporate Director; Vice June
Development of the Company; President 1993
Vice President of
PrimeEnergy Management
Corporation
Gaines Wehrle 37 Senior Vice President, Director May
McJunkin Corporation, 1987
Charleston, West Virginia
Michael H. Wehrle 39 Senior Vice President and Director May
Chief Financial Officer, 1987
McJunkin Corporation,
Charleston, West Virginia
</TABLE>
All of the above named nominees are currently Directors of the Company, and
each has served continuously as a Director since the date indicated. Mr. Charles
E. Drimal, Jr. is the son of Mr. Charles E. Drimal, Sr. and Messrs. Gaines
Wehrle and Michael H. Wehrle are brothers. There is no other family relationship
between any nominee for Director or executive officer of the Company. The
agreements between the Company and The American Energy Group entered into in
October, 1987, pursuant to which The American Energy Group acquired 2,900,000
shares of the Company's Common Stock, provide that so long as McJunkin
Corporation shall be the holder of ten percent or more of the Company's Common
Stock, two persons designated by McJunkin Corporation will be nominated for
election as Directors of the Company. Messrs. Gaines Wehrle and Michael H.
Wehrle, who are presently serving as such Directors, have been designated by
McJunkin Corporation and are nominees for election as Directors at the 1995
Annual Meeting.
The Company does not have an audit, nominating, compensation or similar
committee. The Board of Directors has an Executive Committee, composed of
Messrs. Charles E. Drimal, Jr., Clint Hurt, Jan K. Smeets and Ms. Beverly A.
Cummings, which Committee is authorized to exercise all the authority of the
Board in the business and affairs of the Company, except as limited by
applicable law.
The total number of meetings of the Board of Directors during the fiscal
year ended December 31, 1994, was three, and the Executive Committee held three
meetings. Each incumbent Director attended at least 75% of the meetings of the
Board and/or Executive Committee, except Messrs. Campbell, Fong, Gaines Wehrle
and Michael Wehrle, each of whom was absent from one meeting of the Board and
Mr. Gimbel, who was absent from two meetings of the Board. Directors are
reimbursed for travel and related expenses in connection with attendance at
Board and committee meetings. All Directors receive $500 for each Board or
committee meeting attended.
5
<PAGE> 8
The executive officers of the Company, together with certain information
concerning them, are set out below.
<TABLE>
<CAPTION>
OFFICES HELD WITH THE
OFFICER AGE COMPANY
- ----------------------- ---- -------------------------
<S> <C> <C>
Charles E. Drimal, Jr. 47 President
Beverly A. Cummings 42 Executive Vice President,
Finance, and Treasurer
Bennie H. Wallace, Jr. 43 Vice President, Corporate
Development
Robert J. Kennedy, Jr. 30 Controller, PrimeEnergy
Corporation and
PrimeEnergy Management
Corporation, a wholly-
owned subsidiary of the
Company
Lynne G. Pizor 35 Controller, Prime
Operating Company,
Eastern Oil Well
Service Company and
Southwest Oilfield
Construction Company,
Subsidiaries of the
Company
James F. Gilbert 62 Secretary
</TABLE>
Each of the above officers were elected by the Board of Directors to their
respective offices in May, 1994, at the annual meeting of the Board, except as
noted below, and each will hold their respective offices until their successors
are elected by the Board.
The principal occupation and employment for the past five years of each of
the Directors and nominees for Director and of each of the executive officers of
the Company is as follows:
Mr. Campbell is a real estate and business consultant in Southampton, New
York. He is a graduate of Harvard College and holds a Certificate in Real Estate
from New York University Graduate School. He is a director of a number of
private companies and was elected a Director of the Company in November, 1989.
Ms. Cummings is a Certified Public Accountant and holds a Bachelor of
Science degree from the State University of New York and a Master of Business
Administration from Rutgers University. She has been Vice President, Finance of
PrimeEnergy Management Corporation since August, 1985, Secretary from May, 1983,
to June, 1990, and was Controller from June, 1981, to January, 1986, and is a
director of PrimeEnergy Management. She was elected Vice President, Finance and
Treasurer of the Company in October, 1987, and has served as a Director of the
Company since February, 1988.
Mr. Charles E. Drimal, Jr. has served as a Director and President and Chief
Executive Officer of the Company since October, 1987. He also is President and a
director of PrimeEnergy Management Corporation, the Company's wholly-owned
subsidiary and has held those positions since May, 1983. Mr. Drimal is a
graduate of the University of Maryland and Samford University School of Law and
is a member of the New York State Bar.
Mr. Charles E. Drimal, Sr. is a private investor in New York, New York. He
holds a Master of Sciences in Financial Services from The American College and
is a Certified Life Underwriter and a Charter Financial Consultant. For 37 years
he was a general agent for Penn Mutual Life Insurance Company and following his
retirement continued to be active in private companies specializing in financial
services and money management of pension and profit sharing plans. He is past
president of the Center for Financial Studies in New York City and is active in
civic groups in the New York City area. Mr. Drimal is a director and
6
<PAGE> 9
secretary-treasurer of PEG Capital Management Corp., a registered investment
advisory company. He was elected a Director of the Company in August of 1989.
Mr. Eckenstein is a Swiss citizen and a resident of Switzerland. He studied
law and architecture in Basel, Switzerland, and at the University of Geneva and
the Ecole des Beaux Arts, Paris, France. He is a director and principal in
several privately held companies providing financial consulting services in
construction, hotel management and architectural matters. He was elected a
Director of the Company in August, 1989.
Mr. Fong is president of Gifford Fong Associates, investment portfolio
managers, Walnut Creek, California. He holds a Bachelor of Science, a Master of
Business Administration and law degrees from the University of California. He is
on the editorial boards of The Journal of Portfolio Management and The Financial
Analysts Journal and is the author and contributor of numerous trade journal
publications. Mr. Fong was elected a Director of the Company in May, 1944.
Mr. Gimbel is a Senior Vice President of PaineWebber, Incorporated,
investment bankers and brokers, Weehawken, New Jersey, where he has been
employed since January, 1995, approximately the time of the acquisition of
certain Kidder, Peabody & Co., Incorporated assets by PaineWebber, Incorporated.
He is currently Director of Product Origination and Futures in the Retail
Underwriting and Trading areas of the firm. Prior to January, 1995, and for more
than five years, Mr. Gimbel was with Kidder, Peabody & Co., Incorporated,
investment bankers and brokers in New York, New York. Mr. Gimbel holds a
Bachelor of Arts degree in economics from Bowdoin College and a Master of
Business Administration from Columbia University Graduate School of Business. He
was elected a Director of the Company in March, 1989.
Mr. Hurt is president of Clint Hurt & Associates, Inc., a private oil and
gas exploration company and drilling contractor located in Midland, Texas. He is
past president and a director of the Independent Oil & Gas Association of West
Virginia and is a director of Texas Commerce Bank, Midland, Texas. He was
elected a Director of the Company in February, 1988.
Mr. de Rothschild, a citizen of France and a resident of the United States,
is a private investor and Assistant Vice President of Rothschild Inc. He was a
director of Rothschild North America from February, 1988, to January 1, 1994. He
was elected a Director of the Company in February, 1988.
Mr. Slade is a graduate of Yale University and holds a Master of Business
Administration from Stanford Business School. For more than ten years he has
acted as a merchant banker in New York City and serves as a director of Church &
Dwight, Inc., a publicly traded company. He was elected a Director of the
Company in November, 1989.
Mr. Smeets, a citizen of the Netherlands and a resident of the United
States, is a private investor in Larchmont, New York. He was elected as a
Director of the Company in February, 1988. He is a graduate of M.I.T. and holds
a Master of Business Administration from Stanford Business School. He was
elected a Director of the Company in February, 1988.
Mr. Wallace, who serves as Vice President, Corporate Development of the
Company, has held the position of Vice President of the Company since March,
1989, and has been a director and Vice President and Acquisition Manager of
PrimeEnergy Management Corporation since October, 1987. From 1983 to 1987, he
was an independent petroleum engineer engaged in the evaluation and operation of
oil and gas properties. He is a graduate of Louisiana State University with B.S.
degree in petroleum engineering and is a registered professional engineer in the
States of Texas and Louisiana. He was elected a Director of the Company in June,
1993.
Mr. Gaines Wehrle is a Senior Vice President of McJunkin Corporation,
Charleston, West Virginia, a privately held company and has held that position
since April, 1987. McJunkin Corporation is a national distributor, primarily of
pipes, valves and fittings. Prior to that date, he was manager of corporate
development of the Company. He was elected a Director of the Company in May,
1987.
Mr. Michael H. Wehrle is a Senior Vice President and Chief Financial
Officer of McJunkin Corporation and has held that position since April, 1987.
Prior to that date, he was vice president of Hillcrest Oil and Gas Company, a
private company. He was elected a Director of the Company in May, 1987.
7
<PAGE> 10
Mr. Gilbert was a Director of the Company from its organization in March,
1973, to October, 1987. He has been Secretary of the Company from March, 1973,
and Secretary of PrimeEnergy Management Corporation since June, 1990, and is an
attorney in Dallas, Texas.
Ms. Pizor has been Controller of Prime Operating Company since January,
1992, Eastern Oil Well Service Company since September, 1990, and Southwest
Oilfield Construction Company since October, 1992. She also held that position
with PrimeEnergy Management Corporation from January, 1986, through August,
1994, and with the Company from May, 1990, through August, 1994. She joined
PrimeEnergy Management Corporation in October, 1984, as Manager of Partnership
Accounting. She is a graduate of Wagner college with a Bachelor of Science
degree in Economics and Business Administration and is a Certified Public
Accountant.
Mr. Kennedy was appointed Controller of PrimeEnergy Management Corporation
and the Company in August, 1994. He joined PrimeEnergy Management Corporation in
April, 1991, as Supervisor of Financial Reporting. He is a graduate of Fairfield
University with a Bachelor of Science degree in Accounting and is a Certified
Public Accountant.
EXECUTIVE COMPENSATION AND OTHER MATTERS
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table discloses compensation for the last three fiscal years
ended December 31, 1994, received by the Company's Chief Executive Officer and
the only three other executive officers of the Company or any of its
subsidiaries, each of whose annual salary and bonus in any of such years
exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
AWARDS
OTHER ------------
ANNUAL COMPENSATION ANNUAL (2) ALL OTHER
NAME AND PRINCIPAL ----------------------------- COMPENSATION OPTIONS COMPENSATION
POSITION(1) YEAR SALARY($) BONUS($) ($)(3) (#) ($)(4)
- ----------------------------- ---- --------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Charles E. Drimal, Jr.(5) 1994 187,935 110,000 5,668 -- 9,992
President, Chief 1993 182,461 65,545 42,649 -- 9,830
Executive Officer 1992 177,147 65,545 56,043 -- 8,856
and Director
Beverly A. Cummings 1994 171,033 50,000 1,500 -- 7,727
Executive Vice 1993 166,052 43,528 1,500 -- 8,886
President, Treasurer 1992 161,215 43,528 2,000 -- 9,086
and Director
Bennie H. Wallace, Jr. 1994 156,482 25,000 1,500 -- 6,818
Vice President, 1993 151,924 10,000 1,500 -- 6,924
Corporate 1992 147,499 39,825 -- -- 8,312
Development
Lynne G. Pizor 1994 90,275 5,000 -- -- 3,711
Controller 1993 90,275 1,806 -- -- 3,824
1992 90,275 11,805 26,800 -- 5,082
</TABLE>
- ---------------
(1) Each of the named officers hold similar positions with the Company's
subsidiaries and Mr. Drimal, Ms. Cummings and Mr. Wallace also serve as
directors of each of the subsidiaries.
(2) References to "Restricted Stock Awards", "SARs" and "LTIP Payouts" in the
Summary Compensation Table and to SARs in the Fiscal Year End Option Values
table below have been omitted as the Company has no Restricted Stock
Awards, SARs or LTIP Payouts.
(3) With respect to Mr. Drimal, includes $54,043, $41,149 and $4,168 received by
him in each of 1992, 1993 and 1994, respectively, pursuant to a marketing
agreement between Mr. Drimal and PrimeEnergy
8
<PAGE> 11
Management Corporation, the Company's wholly-owned subsidiary, in
connection with the organization and marketing of oil and gas partnerships,
joint ventures and other investment vehicles of which PrimeEnergy
Management is to serve as general or managing partner; with respect to Mr.
Drimal and Ms. Cummings, includes $2,000, $1,500 and $1,500 paid to each of
them as Director's fees in 1992, 1993 and 1994, respectively; with respect
to Mr. Wallace includes $1,500 and $1,500 paid as Director's fees in 1993
and 1994; and with respect to Ms. Pizor, includes $26,800 paid in
connection with moving and relocation expenses in 1992.
(4) The amounts in this column represents the Company's matching contributions
to its 401(k) plan to each of the named officers for the years indicated.
(5) In May, 1989, the Company entered into an employment agreement with Mr.
Drimal providing for his employment as a principal executive officer of the
Company for a term of seven and one half years at a minimum annual salary
of $125,000, participation in other benefits provided by the Company to its
employees and continuation of his then current salary for the remainder of
the employment term in the event of disability.
STOCK OPTION GRANTS, OPTIONS EXERCISES AND HOLDINGS
There were no stock options granted by the Company during the fiscal year
ended December 31, 1994, and no options were exercised during that year. The
following table sets forth information with respect to unexercised options held
by the named executive officers of the Company at December 31, 1994.
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR-END (#) FISCAL YEAR-END ($)(1)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Charles E. Drimal, Jr............................ 747,500 -- 820,931 --
Beverly A. Cummings.............................. 100,000 -- 99,625 --
Bennie H. Wallace, Jr............................ 50,000 -- 49,813 --
Lynne G. Pizor................................... 10,000 -- 6,900 --
</TABLE>
- ---------------
(1) The average bid price of the Company's Common Stock on December 31, 1994, as
reported in the over-the-counter market was $2.19.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company engaged Coopers & Lybrand as the principal accountants for the
Company with respect to the audit of the Company's financial statements for the
years ended December 31, 1994, and 1993, and for the current year. The
appointment of Coopers & Lybrand was effective December 15, 1993, upon approval
of the Executive Committee of the Board of Directors.
Representatives of Coopers & Lybrand are expected to be present at the
Annual Meeting of Stockholders on June 14, 1994, and will be available to answer
stockholders' questions.
STOCKHOLDERS' PROPOSALS
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended, stockholders may present proper proposals for inclusion in the
Company's proxy statement and form of proxy and for consideration at its annual
meeting of stockholders by submitting their proposals to the Company in a timely
manner. In order to be so included for the 1996 annual meeting, stockholder
proposals must be received by the Company no later than December 29, 1995, and
must otherwise comply with the requirements of Rule 14a-8.
9
<PAGE> 12
ANNUAL REPORT AND FINANCIAL STATEMENTS
The Annual Report of the Company for its fiscal year ended December 31,
1994, accompanies this Proxy Statement. The audited financial statements of the
Company are included in such Annual Report.
It is important that proxies be returned promptly. Stockholders are
requested to date, sign and return the enclosed proxy in the enclosed envelope,
to which no postage need be affixed if mailed in the United States. If you
attend the 1995 Annual Meeting, you may revoke your proxy and vote in person if
you so desire, otherwise your proxy will be voted for you.
BY ORDER OF THE BOARD OF DIRECTORS
JAMES F. GILBERT
Secretary
Stamford, Connecticut
April 26, 1995
10
<PAGE> 13
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PRIMEENERGY CORPORATION
PLEASE SIGN
ON REVERSE
SIDE AND
RETURN
PROMPTLY
The undersigned shareholder of PrimeEnergy Corporation (the "Company"),
revoking all prior proxies, does by these presents name, constitute and appoint
Charles E. Drimal, Jr. and James F. Gilbert, and each of them, the true and
lawful proxy and attorney-in-fact of the undersigned, with full power of
substitution, to vote all shares of the Common Stock, par value $.10 per share,
of the Company standing in the name of the undersigned on the books of the
Company at the close of business on April 17, 1995, or in respect of which the
undersigned is entitled to vote at the Company's Annual Meeting of
Stockholders, to be held on Wednesday, June 14, 1995, at 10:00 a.m., and at any
and all adjournments of said meeting, hereby granting to said proxies and
attorneys-in-fact, and each of them, full power and authority to vote in the
name of the undersigned at said meeting, and at any and all adjournments
thereon, on the matters set forth on reverse side.
(CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE)
- --------------------------------------------------------------------------------
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED BY
THE SHAREHOLDER(S). IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS
RETURNED, SUCH SHARES WILL BE VOTED "FOR" THE ELECTION OF THE DIRECTOR
NOMINEES NAMED.
/X/ Please mark
______________________ your votes
COMMON as this
ITEM 1 - ELECTION OF DIRECTORS TO SERVE UNTIL THE ANNUAL MEETING IN 1996 AND
UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED.
FOR all nominees listed WITHHOLD AUTHORITY to vote
at the right (except for all nominees
as marked to the contrary) listed at the right
/ / / /
NOMINEES: SAMUEL R. CAMPBELL, BEVERLY A. CUMMINGS, CHARLES E. DRIMAL, JR.,
CHARLES E. DRIMAL, SR., MATTHIAS ECKENSTEIN, H. GIFFORD FONG, THOMAS S. T.
GIMBEL, CLINT HURT, ROBERT DE ROTHSCHILD, JARVIS J. SLADE, JAN K. SMEETS,
BENNIE H. WALLACE, JR., GAINES WEHRLE AND MICHAEL H. WEHRLE
To withhold authority to vote for any individual nominee(s) enter the name of
the nominee(s) in the space below:
________________________________________________________________________________
ITEM 2 - In their discretion the proxies appointed herein are authorized to
vote upon any other business as may properly come before the meeting
or any adjournments thereof.
The undersigned hereby revokes any proxy or proxies heretofore given and
ratifies and confirms all that the proxies appointed hereby, or either of
them, may lawfully do or cause to be done by virtue thereof. The undersigned
hereby acknowledges receipt of a copy of the Notice of Annual Meeting and
Proxy Statement both dated April 26, 1995, and a copy of the Company's Annual
Report for the fiscal year ended December 31, 1994.
(Please sign as your name appears on this proxy. If signing for an estate,
trust or corporation, title or capacity should be stated. If shares are held
jointly, each holder should sign. Attorneys should submit powers of attorney.)
DATED: ____________________________________, 1995
___________________________________________
Signature
___________________________________________
Signature
