<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:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 3, 1999
---------------------
Notice is hereby given that the Annual Meeting of Stockholders of
PrimeEnergy Corporation will be held on Thursday, June 3, 1999, 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 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;
2. To consider and vote upon a proposal to amend the Certificate of
Incorporation of the Company to reduce the number of authorized shares of
Common Stock and Preferred Stock; and
3. 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 16, 1999, 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, 1999
<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 3, 1999
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 3, 1999, 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, 1999.
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 16, 1999, are
entitled to vote at the 1999 Annual Meeting. At that date, the Company had
outstanding and entitled to vote 4,439,124 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; and
FOR the proposal to amend the Company's Certificate of Incorporation
to reduce the number of authorized shares of Common Stock and Preferred
Stock.
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 affirmative vote of the majority of the issued and outstanding
shares of Common Stock is required to adopt the proposed amendment to the
Company's Certificate of Incorporation to reduce the number of authorized shares
of Common Stock and Preferred Stock. 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.
<PAGE> 4
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 1999 Annual
Meeting with respect to which the stockholders are entitled to vote other than
the election of Directors and the proposal to amend the Company's Certificate of
Incorporation, but if procedural matters do properly come before the meeting the
persons named in the proxy will vote according to their best judgment.
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 16, 1999. 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 16, 1999, 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) 23.38
One Landmark Square
Stamford, Connecticut 06901
McJunkin Corporation 727,221 16.38
835 Hillcrest Drive
Charleston, West Virginia
25311
Robert de Rothschild 516,361(2) 11.63
1251 Avenue of the Americas
51st Floor
New York, New York 10020
Jan K. Smeets 301,232(3) 6.79
9 Locust Avenue
Larchmont, New York 10538
Clint Hurt 266,269(4) 5.99
107 North "N"
Midland, Texas 79701
Matthias Eckenstein 252,829 5.69
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 22,629 shares held of record by a trust of which Mr. de Rothschild
is the beneficiary and 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.
2
<PAGE> 5
The following table sets forth information at April 16, 1999, 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) 3.63
James E. Clark none Less than one
Beverly A. Cummings 100,000(3) 2.20
Charles E. Drimal, Jr. 1,212,706(4) 23.28
Matthias Eckenstein 252,829 5.69
H. Gifford Fong 93,332 2.10
Thomas S. T. Gimbel 75,000 1.90
Clint Hurt 266,269(5) 5.95
Robert de Rothschild 516,361(6) 11.63
Jarvis J. Slade 11,490 Less than one
Jan K. Smeets 301,232(7) 6.79
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 3,062,536(2)(3)(4)(5)(6) 57.39
as a group (7)(8)(9)
</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 28,900 shares held of record by Mr. Campbell's immediate family,
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 22,629 shares held of record by a trust of which Mr. de Rothschild
is the beneficiary and 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.
3
<PAGE> 6
DIRECTORS AND EXECUTIVE OFFICERS
At the 1999 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 1999 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 73 Private Investor, Director November
Southampton, New York 1989
James E. Clark 70 Private Investor and Director June
Financial Consultant, 1996
Calabasas, California
Beverly A. Cummings 46 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. 51 President of the Company; Director; President October
President of PrimeEnergy 1987
Management Corporation
Matthias Eckenstein 69 Architect and Developer, Director August
Basel, Switzerland 1989
H. Gifford Fong 54 Investment Technology Director May
Consultant, Lafayette, 1994
California
Thomas S. T. Gimbel 44 Senior Vice President, Director March
PaineWebber, Incorporated, 1989
Investment Bankers and
Brokers, New York, New
York
Clint Hurt 63 President, Clint Hurt & Director February
Associates, Inc., a 1988
private oil and gas
exploration company,
Midland, Texas
Robert de Rothschild 52 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 73 Merchant Banker Director November
and Consultant, 1989
New York, New York
Jan K. Smeets 51 Private Investor, Director February
Larchmont, New York 1988
Bennie H. Wallace, Jr. 47 Vice President, Corporate Director; Vice June
Development of the President 1993
Company; Vice President of
PrimeEnergy Management
Corporation
Gaines Wehrle 41 Senior Vice President, Director May
McJunkin Corporation, 1987
Charleston, West Virginia
Michael H. Wehrle 43 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. 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. By agreements entered into in October, 1987, and 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 1999
Annual Meeting.
The Board of Directors met three times in 1998. All of the incumbent
Directors attended at least 75% of the meetings of the Board and committees on
which they served, except Messrs. de Rothschild, Fong, Gaines Wehrle and Michael
Wehrle. 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.
The Board of Directors has an Executive Committee, Audit Committee and a
Compensation Committee, but no other standing committees. The Board as a whole
functions as the nominating committee to select management's nominees for
election as Directors of the Company.
The Executive Committee, composed of Messrs. Drimal, Jr., Hurt, Smeets and
Ms. Cummings, 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
Executive Committee met one time during 1998, but conducts informal meetings by
telephone or office conference on a regular basis, usually weekly, during the
year.
The Audit Committee, composed of Messrs. Drimal, Sr., Smeets and Ms.
Cummings in 1998, met one time in 1998. The Committee selects and engages
independent auditors to audit the books, records and accounts of the Company,
determines the scope of such audits, and reviews the financial policies and
control procedures of the Company.
The Compensation Committee, composed of Messrs. Hurt, Gimbel and Smeets in
1998, met once in 1998. The Committee evaluates the Company's compensation
policies and establishes salaries, bonuses and other compensation for the
Company's executive officers.
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. 51 President
Beverly A. Cummings 46 Executive Vice President
and Treasurer
Bennie H. Wallace, Jr. 47 Vice President,
Corporate Development
James F. Gilbert 66 Secretary
</TABLE>
Each of the above officers were elected by the Board of Directors to their
respective offices in June, 1998, 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. 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 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 board of The Journal of Portfolio Management and is the editor
of 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.
6
<PAGE> 9
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 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. He is 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, 1998, 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. 1998 211,522 -0- 1,500 -- 12,330
President, Chief 1997 205,361 300,000 1,500 -- 14,772
Executive Officer 1996 199,380 258,000 8,312 -- 14,307
and Director
Beverly A. Cummings 1998 211,522 -0- 1,500 -- 12,330
Executive Vice 1997 186,893 120,000 1,500 -- 11,001
President, Treasurer 1996 181,450 108,000 1,500 -- 11,289
and Director
Bennie H. Wallace, Jr. 1998 176,122 -0- 1,500 -- 11,622
Vice President, 1997 170,992 100,000 1,500 -- 8,798
Corporate 1996 166,012 58,000 1,500 -- 7,897
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 $1,500 paid to each of them as
Director's fees in 1996, 1997 and 1998, respectively.
(4) The amounts in this column represents the Company's contributions to its
401(k) plan to each of the named officers for the years indicated.
8
<PAGE> 11
STOCK OPTION GRANTS, OPTIONS EXERCISES AND HOLDINGS
There were no stock options granted by the Company to the named executive
officers during the fiscal year ended December 31, 1998, and no options were
exercised by any of them during that year. The following table sets forth
information with respect to unexercised options held by the named executive
officers of the Company at December 31, 1998.
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR-END (#) FISCAL YEAR-END ($)(1)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Charles E. Drimal, Jr........................... 747,500 -- $2,030,906 --
Beverly A. Cummings............................. 100,000 -- $ 480,625 --
Bennie H. Wallace, Jr........................... 50,000 -- $ 240,312 --
</TABLE>
- ---------------
(1) The average bid price of the Company's Common Stock on December 31, 1998, as
reported in the over-the-counter market, was $6.00.
SECTION 16(a) BENEFICIAL OWNER COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and Directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership of such securities with the Securities and
Exchange Commission and to furnish the Company with copies of such reports. To
the Company's knowledge, based solely on review of the copies of such reports
furnished to the Company with respect to the fiscal year ended December 31,
1998, all required reports were timely filed by such persons, except that Mr. de
Rothschild failed to file a Form 4, "Statement of Changes in Beneficial
Ownership" with respect to three transactions of the sale by him of shares of
the Company's common stock in May, 1998, which transactions were subsequently
reported by him in January, 1999, on a Form 5, "Annual Statement of Changes in
Beneficial Ownership".
PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION
TO REDUCE THE NUMBER OF AUTHORIZED SHARES
Article Fourth of the Certificate of Incorporation of the Company provides
that the aggregate number of shares of capital stock which the Company shall
have authority to issue is Twenty-Five Million (25,000,000), consisting of
Fifteen Million (15,000,000) shares of Common Stock, par value $.10 per share
and Ten Million (10,000,000) shares of Preferred Stock, par value $.10 per
share, which shares of Preferred Stock shall be issuable in one or more series.
At present there are issued 7,607,970 shares of Common Stock, of which 4,439,124
shares are outstanding and 3,168,846 shares are held as treasury shares. An
aggregate of 926,500 shares are reserved for issuance upon exercise of
outstanding options. There are no agreements or understandings with respect to
the issuance of any additional shares of Common Stock. There are no shares of
Preferred Stock outstanding, and there are no agreements or understandings with
respect to the issuance of any of those shares.
The Board of Directors of the Company has adopted an amendment to the
Certificate of the Company to reduce the number of shares of authorized Common
Stock from 15,000,000 to 10,000,000 and to reduce the number of authorized
shares of Preferred Stock from 10,000,000 to 5,000,000. This action was taken by
the Board to reduce applicable franchise taxes by about $5,000 annually. The
adoption of the proposed amendment will have no effect on the issued and
outstanding shares of Common Stock or any rights of the holders of the Common
Stock, and will have no effect on the authorized Preferred Stock. The
affirmative vote of the holders of a majority of the issued and outstanding
shares of Common Stock is required to adopt this amendment. Each of McJunkin
Corporation and the Directors of the Company, holding in the aggregate more
9
<PAGE> 12
than a majority in number of the issued and outstanding shares of Common Stock,
have indicated that they will vote in favor of the proposed amendment, assuring
the adoption of the proposal.
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, 1997 and 1998. 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. Representatives of Pustorino, Puglisi & Co. are not expected
to be present at the Annual Meeting of Stockholders, but will be available by
speaker telephone during the Meeting and will have the opportunity to make a
statement if they desire to do so, 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 2000 annual meeting, stockholder
proposals must be received by the Company no later than December 22, 1999, and
must otherwise comply with the requirements of Rule 14a-8.
Stockholder proposals to be brought before the 2000 annual meeting, made
outside the Rule 14a-8 processes, must be submitted to the Company pursuant to
Rule 14a-4, no later than March 12, 2000, or will be considered untimely and
entitle the Company discretionary voting under Rule 14a-4.
ANNUAL REPORT AND FINANCIAL STATEMENTS
The Annual Report of the Company for its fiscal year ended December 31,
1998, 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 1999 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, 1999
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 16, 1999, 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 3, 1999 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
thereof, 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)
<PAGE> 14
Please mark
your votes as
indicated in
this example [X]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 & 2.
Item 1 - ELECTION OF DIRECTORS to serve until the annual meeting in 2000 and
until their successors are duly elected.
WITHHELD
FOR FOR ALL
[ ] [ ]
Nominees:
Samuel R. Campbell Beverly A. Cummings
James E. Clark H. Gifford Fong
Charles E. Drimal, Jr. Clint Hurt
Matthias Eckenstein Jarvis J. Slade
Thomas S. T. Gimbel Bennie H. Wallace, Jr.
Robert de Rothschild Michael H. Wehrle
Jan K. Smeets
Gaines Wehrie
Item 2 - Amendment of the Certificate of Incorporation of the Company to reduce
the number of shares of authorized Common Stock and Preferred Stock.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Item 3 - 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.
To withhold authority to vote for any individual nominee(s), enter the name of
the nominee(s) in the space below.
- --------------------------------------------------------------------------------
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.
