October 21, 1996
Annual Meeting of Stockholders
December 10, 1996
Dear Stockholder:
It's a pleasure for us to extend to you a cordial invitation to attend the
Annual Meeting of Magellan Petroleum Corporation for the fiscal year 1996 at the
Orlando Airport Marriott, 7499 Augusta National Drive, Orlando, Florida 32822,
Tuesday, December 10, 1996 at 9:00 A.M.
While we are aware that most of our stockholders are unable personally to
attend the Annual Meeting, proxies are solicited so that each stockholder has an
opportunity to vote on all matters to come before the meeting. Whether or not
you plan to attend, please take a few minutes now to sign, date and return your
proxy in the enclosed postage-paid envelope. Regardless of the number of shares
you own, your vote is important.
Besides helping us conduct business at the annual meeting, there is another
reason for you to return your proxy vote card. Under the abandoned property law
of some jurisdictions, a stockholder may be considered "missing" if that
stockholder has failed to communicate with us in writing. The return of your
proxy vote card qualifies as written communication with us.
The Notice of Annual Meeting and Proxy Statement accompanying this letter
describe the business to be acted on at the meeting.
As in the past, members of management will review with you the Company's
results and will be available to respond to questions during the meeting.
We look forward to seeing you at the meeting.
Sincerely,
James R. Joyce
President
<PAGE>
MAGELLAN PETROLEUM CORPORATION
149 Durham Road
Oak Park - Unit 31
Madison, CT 06443
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
December 10, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of MAGELLAN
PETROLEUM CORPORATION, a Delaware Corporation (the "Company"), for the fiscal
year ended June 30, 1996 will be held on Tuesday, December 10, 1996 at 9:00
A.M., local time at the Orlando Airport Marriott, 7499 Augusta National Drive,
Orlando, Florida 32822 Tuesday, December 10, 1996 at 9:00 A.M. for the following
purposes:
1. To elect two directors of the Company;
2. To ratify the appointment of independent auditors of the Company for the
fiscal year ending June 30, 1997; and
3. To act upon such other matters as may properly come before the meeting
or any adjournments or postponements thereof.
This notice and proxy statement and the enclosed form of proxy are being
sent to stockholders of record at the close of business on October 21, 1996 to
enable such stockholders to state their instructions with respect to the voting
of the shares. Proxies should be returned to American Stock Transfer & Trust
Company, 40 Wall Street, 46th Floor, New York, NY 10269, in the reply envelope
enclosed.
By order of the Board of Directors,
Dated: October 21, 1996 Timothy L. Largay
Secretary
RETURN OF PROXIES
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WE URGE EACH STOCKHOLDER WHO IS UNABLE TO ATTEND THE MEETING TO VOTE BY PROMPTLY
SIGNING, DATING AND RETURNING THE ACCOMPANYING PROXY IN THE REPLY ENVELOPE
ENCLOSED.
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<PAGE>
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MAGELLAN PETROLEUM CORPORATION
149 Durham Road
Oak Park - Unit 31
Madison, CT 06443
PROXY STATEMENT
GENERAL INFORMATION
This proxy statement is furnished to stockholders of Magellan Petroleum
Corporation, a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors for use at the Annual Meeting
of Stockholders to be held on Tuesday, December 10, 1996 at 9:00A.M., local
time, at the Orlando Airport Marriott, 7499 Augusta National Drive, Orlando,
Florida 32822 and at any adjournments or postponements thereof. The notice of
meeting, proxy statement, and proxy are first being mailed to stockholders on or
about October 21, 1996. The proxy may be revoked at any time before it is voted
by (i) so notifying the Company in writing; (ii) signing and dating a new and
different proxy card of a later date; or (iii) voting your shares in person or
by your duly appointed agent at the meeting.
The persons named in the enclosed form of proxy will vote the shares of
Common Stock represented by said proxy in accordance with the specifications
made by means of a ballot provided in the proxy, and will vote the shares in
their discretion on any other matters properly coming before the meeting or any
adjournment or postponement thereof. The Board of Directors knows of no matters
which will be presented for consideration at the meeting other than those
matters referred to in this proxy statement.
The record date for the determination of stockholders entitled to notice of
and to vote at the meeting has been fixed by the Board of Directors as the close
of business on October 21, 1996. On that date, there were 24,691,245 outstanding
shares of Common Stock of the Company, par value $.01 per share ("Common
Stock"). Each outstanding share of Common Stock is entitled to one vote.
PROPOSAL 1
ELECTION OF TWO DIRECTORS
In accordance with the Company's By-Laws, two directors are to be elected
to hold office for terms of three years each, expiring with the 1999 Annual
Meeting of Stockholders. The Company's By-Laws provide for three classes of
directors who are to be elected for terms of three years each and until their
successors shall have been elected and shall have been duly qualified. Both
nominees are currently directors of the Company. If no one candidate for a
directorship receives the affirmative vote of a majority of both the shares
voted and of the stockholders present
<PAGE>
in person or by proxy and voting thereon, then the candidate who receives the
majority in number of the stockholders present in person or by proxy and voting
thereon, shall be elected. The persons named in the accompanying proxy will vote
properly executed proxies for the election of the persons hereinafter named,
unless authority to vote for either or both nominees is withheld.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS
VOTE "FOR" THE ELECTION OF THE NOMINEES.
The following table sets forth certain information about each nominee for
director and each director whose term of office continues beyond the 1996 Annual
Meeting. The information presented includes, with respect to each such person,
his business history for at least the past five years; his age as of the date of
this proxy statement; his other directorships, if any; his other positions with
the Company, if any; and the year during which he first became a director of the
Company.
<TABLE>
<CAPTION>
Other
Director Offices Held
Name Since with Company Age and Business Experience
<S> <C> <C> <C> <C> <C> <C>
Nominees for three year terms expiring at the 1999 Annual Meeting
James R. Joyce 1993 President and Chief Mr. James R. Joyce has been President since July
Financial Officer 1, 1993 and Chief Financial Officer since January
1990. Mr. Joyce has been President of G&O'D INC
since July 1,1994, a firm which provides accounting
and administrative services, office facilities and
support staff to the Company and other clients. He
had been Vice President of G&O'D INC from 1979 until
June 1994. Age fifty-five.
Timothy L. Largay 1996 Secretary Timothy L. Largay has been a partner in the law
firm of Murtha, Cullina, Richter and Pinney
("Murtha Cullina"), Hartford, Connecticut since
1974. He has served as a director and Chairman
of the Board of Raymond Engineering, Inc., a
publicly held defense contractor, from 1984-1986
and as a director of Buell Industries, Inc., a
publicly held manufacturer from 1976-1990.
Murtha Cullina has been retained by the Company
for more than five years and is being retained
during the current year. Age fifty-three.
<PAGE>
Directors continuing in office with terms expiring at the 1997 Annual Meeting:
Walter McCann 1983 Audit Committee Mr. Walter McCann has been the President of
Richmond College, The American International
University, located in London, England, since
January 1993. From 1985 to 1992, he was
President of Athens College in Athens, Greece.
He was the Dean of the Barney School of Business
and Public Administration, University of Hartford
from 1979 to 1985. He is a member of the Bars of
Massachusetts and the District of Columbia. Age
fifty-nine.
C. Dean Reasoner 1986 None Mr. C. Dean Reasoner has been a member of the law
firm of Reasoner, Davis & Fox, Washington, D.C.,
for more than five years. Reasoner, Davis & Fox
has been retained by the Company for more than
five years and is being retained during the
current year. He is a director of Canada
Southern, Coastal Caribbean, and MPAL. Age
seventy-nine
Directors continuing in office with terms expiring at the 1998 Annual Meeting:
Dennis D. Benbow 1985 None Mr. Dennis D. Benbow has been the General Manager
of the Company's majority owned subsidiary,
Magellan Petroleum Australia Limited ("MPAL")
since July 7, 1993. He had served as Operations
Manager of MPAL from 1980 until his election as
General Manager. He has been a director of MPAL
since 1983. Age fifty-seven.
Benjamin W. Heath 1957 None Mr. Benjamin W. Heath was President of the
Company from 1957 until he retired from that
position on June 30, 1993. He continues to be
President and a director of Coastal Caribbean
Oils & Minerals, Ltd. ("Coastal Caribbean"), a
director of Canada Southern Petroleum Ltd.
("Canada Southern") and Chairman of the Board of
MPAL. Age eighty-two.
- -----------------
<FN>
* All of the named companies are engaged in oil, gas or mineral exploration
and/or development, except where noted.
</FN>
</TABLE>
All officers of MPC are elected annually and serve at the pleasure of the
Board of Directors. No family relationships exist between any of the directors
or officers.
<PAGE>
COMMITTEES
The only standing committee of the Board is the Audit Committee. The
principal functions of the Audit Committee are: (1) to meet or otherwise
communicate with the Chief Financial Officer and those assisting him and request
these individuals to undertake such projects and provide such information as the
Audit Committee deems appropriate; (2) to approve the engagement or discharge of
the Company's independent auditors, meet with such auditors at least twice a
year and scrutinize their performance; (3) to require documentation relating to
periodic reports, statements and filings with regulatory agencies to determine
that appropriate review of such material has been made, as provided in the
Company's policies, by qualified individuals such as outside legal counsel,
independent auditors, the Chief Executive Officer, and other individuals as
necessary; (4) to require counsel regularly to advise the Committee as to
current legal requirements applicable to the Company; and (5) to report
regularly to the Board as to the Company's accounting policies and procedures
and compliance therewith.
The Board has no standing nominating, compensation or stock option
committees. The functions that would be performed by such committees are
performed by the full Board.
Six meetings of the Board and one meeting of the Audit Committee were held
during the fiscal year ended June 30, 1996. No director attended less than 75%
of the aggregate number of meetings held by the Board and the committee on which
he served.
<PAGE>
ADDITIONAL INFORMATION
CONCERNING DIRECTORS AND EXECUTIVE OFFICERS
Executive Compensation
The following table sets forth certain summary information concerning the
compensation of Mr. James R. Joyce, who is President and Chief Executive Officer
of the Company, and each of the most highly compensated executive officers of
the Company who earned in excess of $100,000 during fiscal year 1996
(collectively, the "Named Executive Officers").
<TABLE>
<CAPTION>
========================================================================================================
Summary Compensation Table
Long Term All Other
Compensation Compensation
Annual Compensation Awards ($)
=================
Name and Fiscal Salary Options/SARs
Principal Position Year ($) (#)
<S> <C> <C> <C> <C>
James R. Joyce (1) 1996 - - -
President , Chief Financial 1995 - - -
Officer, and a director of 1994 - 100,000 -
the Company
Dennis D. Benbow (2) 1996 178,185 - 10,243
Director and General Manager - MPAL 1995 167,332 - 8,895
1994 113,770 50,000 19,631
<FN>
(1) Fees paid to G&O'D INC for Mr. Joyce's services and related overhead in
fiscal years 1996, 1995 and 1994 were $123,700, $139,100 and $172,203,
respectively. It is expected that G&O'D INC will continue to receive fees for
providing accounting and administrative services, office facilities and support
staff provided to the Company by G&O'D INC, and that Mr. Joyce will receive no
additional compensation or other direct benefits from the Company for serving as
President and Chief Financial Officer and a director of the Company. See
"Certain Business Relationships and Transactions" below.
(2) Mr. Benbow has an employment contract with MPAL that is effective for a
term of three years beginning January 1, 1995. Mr. Benbow's salary is subject to
an annual adjustment for changes in the Australian Consumer Price Index. In the
event that Mr. Benbow is terminated by MPAL prior to December 31, 1997, without
cause, he will be entitled to the balance of his unpaid salary for the remaining
period of the employment agreement. MPAL has a termination policy applicable to
all MPAL employees which provides for three weeks of pay for each year of
service up to a maximum 52 weeks of salary. This policy would also apply to Mr.
Benbow, if such termination payment were greater than the amount due under his
employment agreement.
</FN>
</TABLE>
Defined Benefit or Actuarial Plan Disclosure
Under the terms of MPAL's funded pension plan, Mr. Benbow will receive a
lump sum payment from an insurance carrier upon his retirement which will be a
multiple of 4.6 times the average of his basic salary for his highest average
salary over three consecutive years. Based on Mr. Benbow's annual average salary
for the three years ended June 30, 1996, such lump sum payment would have been
$570,000, if he were eligible to retire or in the event of his death or
disability at that date.
<PAGE>
Mr. Joyce is not covered by any pension plan funded by the Company.
Messrs. Walter McCann and Benjamin W. Heath are each paid director's fees
of $25,000 per annum.
Mr. Benjamin W. Heath retired as President and Chief Executive Officer of
the Company effective June 30, 1993. Effective July 1, 1995, Mr. Heath receives
a reimbursement of $500 per month for office and secretarial expenses from the
Company. Mr. Heath also received a similar reimbursement of $833 per month from
MPAL, in his capacity as Chairman.
Under the Company's medical reimbursement plan for all outside directors,
the Company reimburses directors the cost of their medical premiums, up to $500
per month. During fiscal 1996, the cost of this plan was $6,000.
Stock Options
The following table provides information about stock options exercised
during fiscal 1996 and unexercised stock options held by the Named Executive
Officers at the end of fiscal year 1996.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in 1996 and June 30, 1996
Option/SAR Values Table
Value of
Number of Unexercised
Securities Unexercised In-The-Money
Underlying Options/SARs Options/SARs
Options/SARs Value at 1996 Year-end (#) at 1996 Year-end ($)
Name On Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
James R. Joyce 35,000 41,563 100,000 - $168,750 -
Dennis D. Benbow - - 93,750 - $147,266 -
</TABLE>
Compensation Committee Interlocks and Insider Participation
The only officers or employees of the Company or any of its subsidiaries,
or former officers or employees of the Company of any of its subsidiaries, who
participated in the deliberations of the Board concerning executive officer
compensation during the fiscal year ended June 30, 1996 were Messrs. Benjamin W.
Heath, Dennis B. Benbow and James R. Joyce. At the time of such deliberations,
Messrs. Heath, Benbow and Joyce were directors of the Company and MPAL. None of
the above individuals participated in any discussions or deliberations regarding
their compensation.
<PAGE>
Compensation Committee Report
The Company does not maintain a compensation committee; compensation
decisions are made by the Board of Directors as a whole. The compensation of
each of the Company's executive officers over the past several years has been
determined as discussed below. In establishing compensation, the Company has
considered the value of the services rendered, the skills and experience of each
executive officer, the Company's circumstances and other factors. The Board did
not establish specific guidelines governing last year's compensation for
executive officers, and there was no specific relationship between corporate
performance and the compensation of executive officers in the fiscal year ended
June 30, 1996.
Mr. Benbow's compensation was determined by the independent directors of
MPAL. Consistent with its usual practice on compensation of MPAL employees, the
Board of Directors of the Company did not intervene in that determination. The
Company has for several years maintained an arrangement with G&O'D, INC whereby
G&O'D, INC is compensated for its services on an hourly basis, including Mr.
Joyce's services in fiscal 1996 as President and Chief Financial Officer of the
Company. Statements for such services were submitted to the Company's directors
for review and approval. The Company had no other executive officers in fiscal
1996.
Dennis D. Benbow Timothy L. Largay
Benjamin W. Heath Walter McCann
James R. Joyce C. Dean Reasoner
Tax Deductibility of Compensation.
At this time, The Company does not expect that it will comply with the
Revenue Reconciliation Act of 1993 regarding executive compensation for the
following reasons:
1. It is not likely that compensation to any executive will exceed $1
million.
2. The only executive officer receiving a salary is paid by MPAL, which is
a foreign corporation not subject to the taxation in the United States.
Certain Business Relationships and Transactions
Reasoner, Davis & Fox.
Fees paid or accrued by the Company for legal services rendered by
Reasoner, Davis & Fox, of which firm Mr. C. Dean Reasoner, a director of the
Company, is a partner, during the year ended June 30, 1996 amounted to
$109,000.00.
Murtha, Cullina, Richter and Pinney
Fees paid or accrued by the Company for legal services rendered by Murtha,
Cullina, Richter and Pinney, of which firm Mr. Timothy L. Largay, a director of
the Company, is a partner, during the year ended June 30, 1996 amounted to
$28,449.
<PAGE>
G&O'D INC
During the year ended June 30, 1996, $187,898 was paid or accrued for
providing accounting and administrative services, office facilities and support
staff to the Company by G&O'D INC, a firm that is owned by Mr. James R. Joyce,
President and Chief Financial Officer. The services rendered by G&O'D INC to the
Company include the following: preparation and filing of all reports required by
Federal and State governments, preparations of reports and registration
statements required under the Federal securities laws; preparation and filing of
interim, special and annual reports to Stockholders; maintaining corporate
ledgers and records; furnishing office facilities and record retention. G&O'D is
also responsible for the investment of MPC's available funds and other banking
relations and securing adequate insurance to protect the Company. G&O'D is
responsible for the preparation and maintenance of all the minutes of any
directors' and stockholders' meetings, arranging all meetings of directors and
stockholders, coordinating the activities and services of all companies and
firms rendering services to the Company, responding to stockholder inquiries,
and such other services as may be requested by the Company. G&O'D maintains and
provides current information about the Company's activities so that the
directors of the Company may keep themselves informed as to the Company's
activities. G&O'D's fees are based on the time spent in performing these
services to the Company.
Royalty Interests.
The following directors have overriding royalty interests on certain oil
and gas properties in which the Company also has interests. These royalties were
received directly or indirectly from the Company:
Benjamin W. Heath
Property Royalty
Amadeus Basin, Australia:
Dingo .1285469% (*) and .0770625%
Palm Valley .1480469% (*) and .1758125%
Mereenie .1187969% (*) and .0276875%
Kotaneelee gas field, Canada .128% (*)
(*) Held by a marital trust in which Mr. Heath has a 54.4% income interest.
<PAGE>
C. Dean Reasoner
Property Royalty
Amadeus Basin, Australia:
Dingo .093374%
Palm Valley .12524%
Mereenie .03125%
Kotaneelee gas field, Canada .03125%
Mr. Heath and Mr. Reasoner received (directly and indirectly) gross royalty
payments of $45,657 and $20,071, respectively, with respect to their royalty
interests during the year ended June 30, 1996. These amounts represent payments
by all of the owners of the fields, and not just the Company's share. Messrs.
Heath and Reasoner received these royalty interests between 1957 and 1968, prior
to any oil and gas discoveries.
Security Ownership of Management
The following table sets forth information as to the number of shares of
the Company's Common Stock owned beneficially as of the Record Date by each
director and each Named Executive Officer listed in the Summary Compensation
Table and by all directors and executive officers of the Company as a group:
Amount and Nature of
Name of Individual or Group Beneficial Ownership* Percent of Class
Shares Options
Dennis D. Benbow - 93,750 **
Benjamin W. Heath 7,000 93,750 **
James R. Joyce 66,000 100,000 **
Timothy L. Largay 3,000 50,000 **
Walter McCann 14,368 87,500 **
C. Dean Reasoner 61,949 - **
Directors and Executive
Officers as a Group
(a total of 5) 152,317 425,000 2.3%
* Unless otherwise indicated, each person listed has the sole power to vote
and dispose of the shares listed.
** The percent of class owned is less than 1%..
<PAGE>
The following table sets forth information as to the number of shares of
the Common Stock, par value A.$.50 per share, of the Company's subsidiary, MPAL,
owned beneficially as of the record date by any director of the Company and by
all officers and directors of the Company as a group:
Amount and Nature of Percent of Class
Name of Individual or Group Beneficial Ownership
Dennis D. Benbow 1,756 *
Benjamin W. Heath 6,674 *
James R. Joyce - *
Timothy L. Largay - *
Walter McCann - *
C. Dean Reasoner 11,419 *
Directors and Executive
Officers as a Group
(a total of 4) 19,849 *
(*) The percent of class owned is less than 1%.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending June 30, 1997. Ernst & Young LLP
and its predecessor, have been the Company's independent auditors for many
years. Although ratification by stockholders is not required by law, the Board
requests that stockholders ratify this appointment. The proxy permits a
stockholder to vote for, to vote against, or to abstain from voting for the
ratification of the appointment of auditors. If no specification is indicated,
the shares will be voted in favor of ratifying the appointment of Ernst & Young
LLP. If ratification is not obtained, the Board will reconsider the appointment.
Representatives of Ernst & Young LLP will not be present at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS
VOTE "FOR" PROPOSAL 2.
OTHER MATTERS
If any other matters are properly presented to stockholders for a vote at
the meeting, the persons named as proxies on the proxy card will have
discretionary authority, to the extent permitted by law, to vote on such matters
in accordance with their best judgment. The Board of Directors knows of no other
matters which will be presented to stockholders for consideration at the meeting
other than the matters referred to in Proposals 1 and 2 above.
<PAGE>
VOTE REQUIRED FOR APPROVAL
Each outstanding share of Common Stock is entitled to one vote. Article
Twelfth of the Company's Certificate of Incorporation provides that:
Any matter to be voted upon at any meeting of stockholders must
be approved, not only by a majority of the shares voted at such
meeting (or such greater number of shares as would otherwise be
required by law or this Certificate of Incorporation), but also by a
majority of the stockholders present in person or by proxy and
entitled to vote thereon; provided, however, except and only in the
case of the election of directors, if no candidate for one or more
directorships receives both such majorities, and any vacancies remain
to be filled, each person who receives the majority in number of the
stockholders present in person or by proxy and voting thereon shall be
elected to fill such vacancies by virtue of having received such
majority. When shares are held by members or stockholders of another
company, association or similar entity and such persons act in
concert, or when shares are held by or for a group of stockholders
whose members act in concert by virtue of any contract, agreement or
understanding, such persons shall be deemed to be one stockholder for
the purposes of this Article.
The Company may require brokers, banks and other nominees holding shares for
beneficial owners to furnish information with respect to such beneficial owners
for the purpose of applying the last sentence of Article Twelfth.
Only stockholders of record are entitled to vote; beneficial owners of
Common Stock of the Company whose shares are held by brokers, banks and other
nominees (such as persons who own shares in "street name") are not entitled to a
vote for purposes of applying the provision relating to the vote of a majority
of stockholders. Each stockholder of record is considered to be one stockholder,
regardless of the number of persons who might have a beneficial interest in the
shares held by such stockholder. For example, assume XYZ broker is the
stockholder of record for ten persons who each beneficially own 100 shares of
the Company, eight of these beneficial owners direct XYZ to vote in favor of a
proposal and two direct XYZ to vote against the proposal. For purposes of
determining the vote of the majority of shares, 800 shares would be counted in
favor of the proposal and 200 shares against the proposal. For purposes of
determining the vote of a majority of stockholders, one stockholder would be
counted as voting in favor of the proposal.
The holders of thirty-three and one third percent (33 1/3%) of the total
number of shares entitled to be voted at the meeting, present in person or by
proxy, shall constitute a quorum for the transaction of business. In counting
the number of shares voted, broker nonvotes and abstentions will not be counted
and will have no effect. In counting the number of stockholders voting, (i)
broker nonvotes will have no effect, (ii) abstentions will have the same effect
as a negative vote or, in the case of the election of directors, as a vote not
cast in favor of the nominee.
<PAGE>
PERFORMANCE GRAPH
The graph below compares the cumulative total returns, including
reinvestment of dividends, if applicable, of Company Stock with companies in the
NASDAQ Index and an Industry Group Index (Media General's Oil, Natural Gas
Production Industry Group).
The chart displayed below is presented in accordance with SEC requirements.
Stockholders are cautioned against drawing any conclusions from the data
contained therein, as past results are not necessarily indicative of future
performance.
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Magellan Petroleum 100 61.11 105.56 61.11 172.22 222.22
Industry Index 100 95.29 108.50 112.79 124.54 151.47
Brood Market 100 107.75 132.27 145.04 170.11 214.14
</TABLE>
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The Company knows of no person that owns beneficially more than 5% of the
outstanding common stock of the Company.
SOLICITATION OF PROXIES
The entire expense of preparing and mailing this Proxy Statement and any
other soliciting material (including, without limitation, costs, if any, related
to advertising, printing, fees of attorneys, financial advisors and solicitors,
public relations, transportation and litigation) will be borne by the Company.
In addition to the use of the mails, proxies may be solicited by the Company or
certain of its employees by telephone, telegram and personal solicitation;
however, no additional compensation will be paid to those employees in
connection with such solicitation. In addition, the Company has retained the
firm of Morrow & Co., to assist in the distribution of proxy solicitation
materials for an estimated fee of $6,500 plus out-of-pocket expenses. The cost
of the proxy solicitation will be borne by the Company.
Banks, brokerage houses and other custodians, nominees and fiduciaries will
be requested to forward solicitation material to the beneficial owners of the
Common Stock that such institutions hold of record, and the Company will
reimburse such institutions for their reasonable out-of-pocket disbursements and
expenses.
STOCKHOLDER PROPOSALS
Stockholders who intend to have a proposal included in the notice of
meeting and related proxy statement relating to the Company's Annual Meeting of
Stockholders for the fiscal year ending June 30, 1997, must submit the proposal
by July 12, 1997.
<PAGE>
Article II, Section 2.1, of the Company's By-Laws provides in part that,
At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the board
of directors, (b) otherwise properly brought before the meeting by or at the
direction of the board of directors, or (c) otherwise properly brought before
the meeting by a stockholder. For business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation, not less than sixty (60) days
nor more than ninety (90) days prior to the meeting; provided, however, that in
the event that less than seventy days' notice or prior public disclosure of the
date of the meeting is given or made to stockholders, notice by the stockholder
to be timely must be so received not later than the close of business on the
tenth day following the date on which such notice of the date of the annual
meeting was mailed or such public disclosure was made. For purposes of this
Section 2.1, public disclosure shall be deemed to have been made to stockholders
when disclosure of the date of the meeting is first made in a press release
reported by the Dow Jones News Services, Associated Press, Reuters Information
Services, Inc. or comparable national news service or in a document publicly
filed by the corporation with the Securities and Exchange Commission pursuant to
Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended.
A stockholder's notice to the Secretary shall set forth as to each matter
the stockholder proposes to bring before the annual meeting
(a) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting;
(b) the name and address, as they appear on the corporation's books, of the
stockholder intending to propose such business;
(c) the class and number of shares of the corporation which are
beneficially owned by the stockholder;
(d) a representation that the stockholder is a holder of record of capital
stock of the corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to present such business;
(e) any material interest of the stockholder in such business.
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No stockholder has submitted a proposal for the Annual Meeting of
Stockholders for the fiscal year ended June 30, 1996 which complied with the
above requirements.
All stockholder proposals should be submitted to the Secretary of Magellan
Petroleum Corporation at 149 Durham Road, Oak Park - Unit 31, Madison, CT 06443.
The fact that a stockholder proposal is received in a timely manner does not
insure its inclusion in the proxy material, since there are other requirements
in the Company's By-Laws and proxy rules relating to such inclusion.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS
WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO SIGN, DATE AND
RETURN THE ENCLOSED PROXY IN THE REPLY ENVELOPE PROVIDED.
BY ORDER OF THE BOARD OF DIRECTORS
Timothy L. Largay
Secretary
Dated: October 21, 1996
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PERFORMANCE GRAPH
The graph below compares the cumulative total returns, including
reinvestment of dividends, if applicable, of Company Stock with companies in the
NASDAQ Index and an Industry Group Index (Media General's Oil, Natural Gas
Production Industry Group).
The chart displayed below is presented in accordance with SEC requirements.
Stockholders are cautioned against drawing any conclusions from the data
contained therein, as past results are not necessarily indicative of future
performance.
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