<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
PRIME ENERGY 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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) 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 4, 1998
---------------------
Notice is hereby given that the Annual Meeting of Stockholders of
PrimeEnergy Corporation will be held on Thursday, June 4, 1998, at 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 fifteen (15) 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, 1998, 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 27, 1998
<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 4, 1998
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 Thursday, June 4, 1998, 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 27, 1998.
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, 1998, are
entitled to vote at the 1998 Annual Meeting. At that date, the Company had
outstanding and entitled to vote 4,476,500 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 fifteen (15)
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 1998 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, 1998. 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, 1998, 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>
Charles E. Drimal, Jr. 1,212,706(1) 23.21
One Landmark Square
Stamford, Connecticut 06901
McJunkin Corporation 727,221 16.25
835 Hillcrest Drive
Charleston, West Virginia
25311
Robert de Rothschild 523,361(2) 11.69
1251 Avenue of the Americas
51st Floor
New York, New York 10020
Jan K. Smeets 301,232(3) 6.73
9 Locust Avenue
Larchmont, New York 10538
Clint Hurt 266,269(4) 5.95
107 North "N"
Midland, Texas 79701
Matthias Eckenstein 252,829 5.65
Solothurner Str 94
4008 Basel, Switzerland
</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 all presently
exercisable.
(2) Includes 7,000 shares held directly; 22,629 shares held of record by a trust
of which Mr. de Rothschild is the beneficiary; 493,732 shares held of record
by Amrace, Inc., a private company controlled by, or for the benefit of, Mr.
de Rothschild.
(3) Includes 7,500 shares held by Mr. Smeets as custodian for his minor
children.
(4) Shares held of record by Clint Hurt & Associates, Inc., a private company
controlled by Mr. Hurt.
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, 1998;
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, 1998, 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) 3.60
James E. Clark none Less than one
Beverly A. Cummings 100,000(3) 2.19
Charles E. Drimal, Jr. 1,212,706(4) 23.21
Charles E. Drimal, Sr. 201,000 4.49
Matthias Eckenstein 252,829 5.65
H. Gifford Fong 93,332 2.10
Thomas S. T. Gimbel 75,000 1.70
Clint Hurt 266,269(5) 5.95
Robert de Rothschild 523,361(6) 11.69
Jarvis J. Slade 11,490 Less than one
Jan K. Smeets 301,232(7) 6.73
Bennie H. Wallace, Jr. 54,000(8) 1.20
Gaines Wehrle none(9) Less than one
Michael H. Wehrle 18,000(9) Less than one
All Directors and officers 3,280,536(2)(3)(4)(5)(6) 73.28
as a group (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 5,000 shares held of record by Mr. Campbell's wife, and an
aggregate of 20,000 shares held of record by Mr. Campbell's three adult
children, as to all of which shares Mr. Campbell retains voting rights.
(3) Represents shares subject to options all presently exercisable.
(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 all presently
exercisable.
(5) Shares held of record by Clint Hurt & Associates, Inc., a private company
controlled by Mr. Hurt.
(6) Includes 7,000 shares held directly; 22,629 shares held of record by a
trust of which Mr. de Rothschild is the beneficiary; 493,732 shares held of
record by Amrace, Inc., a private company controlled by, or for the benefit
of, Mr. de Rothschild.
(7) Includes 7,500 shares held by Mr. Smeets as custodian for his minor
children.
(8) Includes 50,000 shares subject to options all presently exercisable.
(9) Does not include any beneficial ownership of such persons in 727,221 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, all presently
exercisable.
3
<PAGE> 6
DIRECTORS AND EXECUTIVE OFFICERS
At the 1998 Annual Meeting, the stockholders of the Company will elect
fifteen (15) 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 1998 Annual Meeting for election as
Directors, the fifteen (15) 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 72 Private Investor, Director November
Southampton, New York 1989
James E. Clark 69 Private Investor and Director June
Financial Consultant, 1996
Calabasas, California
Beverly A. Cummings 45 Executive Vice President and Director; Executive February
Treasurer of the Company; Vice President and 1988
Executive Vice President Treasurer
of PrimeEnergy Management
Corporation
Charles E. Drimal, Jr. 50 President of the Company; Director; President October
President of PrimeEnergy 1987
Management Corporation
Charles E. Drimal, Sr. 79 Private Investor, Director August
New York, New York 1989
Matthias Eckenstein 68 Architect and Developer, Director August
Basel, Switzerland 1989
H. Gifford Fong 53 Investment Technology Director May
Consultant, Lafayette, 1994
California
Thomas S. T. Gimbel 43 Senior Vice President, Director March
PaineWebber, Incorporated, 1989
Investment Bankers and
Brokers, New York, New
York
Clint Hurt 62 President, Clint Hurt & Director February
Associates, Inc., a 1988
private oil and gas
exploration company,
Midland, Texas
Robert de Rothschild 51 Private Investor, 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 72 Merchant Banker Director November
and Consultant, 1989
New York, New York
Jan K. Smeets 50 Private Investor, Director February
Larchmont, New York 1988
Bennie H. Wallace, Jr. 46 Vice President, Corporate Director; Vice June
Development of the President 1993
Company; Vice President of
PrimeEnergy Management
Corporation
Gaines Wehrle 40 Senior Vice President, Director May
McJunkin Corporation, 1987
Charleston, West Virginia
Michael H. Wehrle 42 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 1998
Annual Meeting.
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
Company has an audit committee composed of three Directors, Ms. Cummings and
Messrs. Charles E. Drimal, Sr. and Jan K. Smeets, and a compensation committee
composed of three Directors, Messrs. Thomas S.T. Gimbel, Clint Hurt and Jan K.
Smeets.
The total number of meetings of the Board of Directors during the fiscal
year ended December 31, 1997, was three, and the Executive Committee held two
meetings. Each incumbent Director and member of the Executive Committee attended
at least 75% of the meetings of the Board and Executive Committee, except
Messrs. H. Gifford Fong and Gaines Wehrle, each of whom was absent from one
meeting of the Board, and Mr. Hurt, who was absent from one meeting of the Board
and the Executive Committee. The audit committee and the compensation committee
each held one meeting, and all of the members of those committees attended their
respective meeting. Directors are reimbursed for travel and related expenses in
connection with attendance at Board and committee meetings. All Directors
receive $500 for each Board 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
OFFICER AGE WITH THE COMPANY
------- --- ----------------
<S> <C> <C>
Charles E. Drimal, Jr. 50 President
Beverly A. Cummings 45 Executive Vice President
and Treasurer
Bennie H. Wallace, Jr. 46 Vice President,
Corporate Development
James F. Gilbert 65 Secretary
</TABLE>
Each of the above officers were elected by the Board of Directors to their
respective offices in June, 1997, at the annual meeting of the Board 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 private investor residing 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 was elected a Director of the Company in
November, 1989.
Mr. Clark attended DePaul University and Northwestern University and is a
Chartered Life Underwriter and Chartered Financial Consultant. From 1983 to
1990, he was president, Western Operations, of The Prudential Insurance Company
of America. Since 1990, he has acted as a financial consultant to various
publicly and privately held companies. He serves as a director of U.S. Filter,
Inc., the American Asian Association, Inc. and is a Trustee of the Yul Brenner
Cancer Foundation. He was elected a Director of the Company in June, 1996.
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 Executive Vice President and
Treasurer in May, 1991. She 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
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.
6
<PAGE> 9
Mr. Fong is president of Gifford Fong Associates, investment technology
consultants, Lafayette, 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, 1994.
Mr. Gimbel is a Senior Vice President of PaineWebber, Incorporated,
investment bankers and brokers, New York, New York, 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 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 Chase Bank of Texas, 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 is also Chairman of the board of
MCRB Corporation and a director of ICN Corp. and Lexington Management Group,
Inc. 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 a
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.
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.
7
<PAGE> 10
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, 1997, received by the Company's Chief Executive Officer and
the only two other executive officers of the Company and its subsidiaries.
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. 1997 205,361 300,000 1,500 -- 14,772
President, Chief 1996 199,380 258,000 8,312 -- 14,307
Executive Officer 1995 193,573 110,000 1,500 -- 10,932
and Director
Beverly A. Cummings 1997 186,893 120,000 1,500 -- 11,001
Executive Vice 1996 181,450 108,000 1,500 -- 11,289
President, Treasurer 1995 176,164 50,000 1,500 -- 9,559
and Director
Bennie H. Wallace, Jr. 1997 170,992 100,000 1,500 -- 8,798
Vice President, 1996 166,012 58,000 1,500 -- 7,897
Corporate 1995 161,176 25,000 1,500 -- 8,013
Development and Director
</TABLE>
- ---------------
(1) Each of the named officers hold similar positions with the Company's
subsidiaries and 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 $6,812 received by him in 1996,
pursuant to a marketing agreement between Mr. Drimal and PrimeEnergy
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, Ms.
Cummings, and Mr. Wallace, includes $1,500 paid to each of them as
Director's fees in 1995, 1996 and 1997, respectively.
(4) The amounts in this column represents the Company's contributions to its
401(k) plan to each of the named officers for the years indicated.
8
<PAGE> 11
STOCK OPTION GRANTS, OPTIONS EXERCISES AND HOLDINGS
There were no stock options granted by the Company during the fiscal year
ended December 31, 1997, and no options were exercised during that year. The
following table sets forth information with respect to unexercised options held
by the named executive officers of the Company at December 31, 1997.
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR-END (#) FISCAL YEAR-END ($)(1)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Charles E. Drimal, Jr........................... 747,500 -- $5,911,406 --
Beverly A. Cummings............................. 100,000 -- $ 780,625 --
Bennie H. Wallace, Jr........................... 50,000 -- $ 390,312 --
</TABLE>
- ---------------
(1) The average bid price of the Company's Common Stock on December 31, 1997, as
reported in the over-the-counter market, was $9.00.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company engaged Pustorino, Puglisi & Co. as the principal accountants
for the Company with respect to the audit of the Company's financial statements
for the years ended December 31, 1996 and 1997. There were no disagreements with
Pustorino, Puglisi & Co. on any matters of accounting principles or practices,
financial statement disclosure or auditing scope or procedures in connection
with their audits. The appointment of Pustorino, Puglisi & Co. was effective
October 29, 1996, replacing Coopers & Lybrand, upon approval of the Executive
Committee of the Board of Directors. Coopers & Lybrand acted as the principal
accountants for the Company with respect to the audit of the Company's financial
statements for the years ended December 31, 1995, and 1994. There were no
disagreements with Coopers & Lybrand on any matters of accounting principles or
practices, financial statement disclosure or auditing scope or procedure in
connection with the audit of the Company's fiscal years ended December 31, 1995
and 1994, or subsequent interim period. The audit reports of Coopers & Lybrand
contained no adverse opinion or any disclaimer of opinion, nor were their
reports qualified or modified as to uncertainty, audit scope or accounting
principles. Representatives of Pustorino, Puglisi & Co. are expected to be
present at the Annual Meeting of Stockholders on June 4, 1998, 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 1999 annual meeting, stockholder
proposals must be received by the Company no later than December 23, 1998, 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,
1997, 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 1998 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 27, 1998
10
<PAGE> 13
PRIMEENERGY CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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, 1998, or in respect of which the
undersigned is entitled to vote at the Company's Annual Meeting of
Stockholders, to be held on Thursday, June 4, 1998, 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.
PLEASE SIGN ON REVERSE SIDE AND RETURN PROMPTLY
(Continued and to be signed and dated on reverse side)
Please mark
your votes as X
indicated in
this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1.
WITHHELD
FOR FOR ALL
[ ] [ ]
Item 1- ELECTION OF DIRECTORS to serve until the annual meeting in 1999 and
until their successors are duly elected.
Nominees:
Samuel R. Campbell Beverly A. Cummings
James E. Clark Charles E. Drimal, Sr.
Charles E. Drimal, Jr. H. Gifford Fong
Matthias Eckenstein Clint Hurt
Thomas S. T. Gimbel Jarvis J. Slade
Robert de Rothschild Bennie H. Wallace, Jr.
Jan K. Smeets Michael H. Wehrle
Gaines 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.
Signature(s) Date
----------------------------------------------- ---------------
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
