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 Sections 240.14a-11(c) or
Section 240.14a-12
MAYNARD OIL COMPANY
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
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[ X ] No fee required
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and 0-11
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computed pursuant to Exchange Act Rule 0-11 (set forth the
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[ ] Fee paid previously with preliminary materials
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4) Date Filed:
MAYNARD OIL COMPANY
8080 N. Central Expressway
Suite 660
Dallas, Texas 75206
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held May 20, 1998
The annual meeting of stockholders of MAYNARD OIL COMPANY
will be held on Wednesday, May 20, 1998, at 9:30 A.M., Dallas
Time, at the offices of the Company, 8080 N. Central Expressway,
Suite 660, Dallas, Texas, for the following purposes:
1. To elect three directors to hold office in
accordance with the Company's Certificate of Incorporation,
as amended, until the 1999 Annual Meeting of Stockholders,
or until their successors shall be duly elected.
2. To transact such other business as may properly
come before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on
April 6, 1998, as the record date for determination of
stockholders entitled to notice of and to vote at the meeting.
Please sign, date and return the accompanying Proxy in the
enclosed envelope which requires no postage if mailed in the
United States. All stockholders of the Company are invited to
attend the meeting in person.
By order of the Board of Directors
Linda K. Burgess
Secretary and Controller
Dallas, Texas
April 16, 1998
YOUR VOTE IS IMPORTANT. TO VOTE YOUR SHARES, PLEASE
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND MAIL IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
PROXY STATEMENT
MAYNARD OIL COMPANY
ANNUAL MEETING OF STOCKHOLDERS
May 20, 1998
GENERAL INFORMATION
This Proxy Statement is furnished to stockholders of Maynard
Oil Company on or about April 16, 1998, in connection with the
solicitation of proxies for use at the annual meeting of
stockholders of the Company to be held on May 20, 1998, at the
time and place and for the purposes set forth in the accompanying
Notice of the meeting.
The accompanying proxy is solicited on behalf of the Board
of Directors of the Company and is revocable at any time prior to
being voted. All shares of the Company's Common Stock, par value
$.10, represented by properly executed and unrevoked proxies will
be voted, if the proxies are received in time for the meeting.
Any Stockholder giving a proxy has the right to revoke it at any
time before the proxy is exercised by giving notice to the
Company in writing or in open meeting.
The Company will bear the cost of solicitation of the
proxies. In addition to solicitation by mail, certain directors,
officers and other employees of the Company, not specifically
employed for the purpose, may solicit proxies, without additional
remuneration therefor, by personal interview, mail, telephone or
telegraph. The Company may also reimburse brokers or other
persons holding shares in their name, or in the names of
nominees, for expenses in sending proxy material to principals
and obtaining their proxies.
Each holder of Common Stock of record at the close of
business on April 6, 1998, is entitled to one vote per share on
all matters to come before the meeting. Cumulative voting is not
permitted under the Company's Certificate of Incorporation and
By-Laws. At the close of business on April 6, 1998, there were
outstanding and entitled to vote at the meeting 4,889,450 shares
of Common Stock. A majority of the outstanding shares must be
represented at the meeting in person or by proxy in order to have
a quorum to conduct business at the meeting.
A stockholder may, with respect to the election of
directors, (i) vote for all nominees named herein, (ii) withhold
authority to vote for all such nominees or (iii) vote for all
such nominees other than any nominee with respect to whom the
stockholder withholds authority to vote. The nominees receiving
the highest number of votes cast for the number of positions to
be filled shall be elected. Accordingly, withholding authority
to vote for a director nominee will not prevent him from being
elected. On any other matter which may properly come before the
meeting, the affirmative vote of the holders of a majority of the
shares represented in person or by proxy at the meeting and
entitled to vote is required. Broker non-votes will have no
effect on any matter at the meeting.
PRINCIPAL STOCKHOLDERS
James G. Maynard (whose address is 9933 Lawler Avenue, Suite
344, Skokie, Illinois, 60077, and whose shareholdings are shown
below), Dimensional Fund Advisors, Inc. ("Dimensional"), a
registered investment advisor, located at 1299 Ocean Avenue, 11th
Floor, Santa Monica, CA 90401, and Ryback Management
Corporation/Lindner Investment Series Trust ("Lindner") located
at 7711 Carondelet, Box 16900, St. Louis, MO 63105, are the only
persons known to the Company to be the beneficial owners of more
than 5% of the outstanding Common Stock of the Company.
As set forth in the table below, Dimensional is deemed to
have beneficial ownership of 375,400 shares of Common Stock as of
April 6, 1998. All of such shares are held in portfolios of DFA
Investment Dimensions Group Inc., a registered open-end
investment company, or in series of the DFA Investment Trust
Company, a Delaware business trust, or the DFA Group Trust and
DFA Participation Group Trust, investment vehicles for qualified
employee benefit plans.
In addition, Lindner is deemed to have beneficial ownership
of 598,500 shares of Common Stock as of April 6, 1998. Of the
above referenced shares, 110,800 are managed by Ryback Management
Corporation, a registered investment company adviser, and 487,700
shares are held by Lindner Growth Fund, a registered investment
company.
The following table shows with respect to each director and
nominee for director of the Company, each 5% stockholder, each
executive officer named in the Summary Compensation Table below,
and with respect to all directors and executive officers as a
group: (i) the total number of shares of Common Stock
beneficially owned as of April 6, 1998, and (ii) the percent of
the total number of shares of Common Stock outstanding as of that
date:
Amount and
Name of Nature of Percent
Beneficial Beneficial of
Owner Ownership(1) Class
James G. Maynard 2,756,596(2) 56.38
Ryback Management
Corporation/ Lindner
Investment Series Trust 598,500 12.24
Dimensional Fund
Advisors, Inc 375,400 7.68
Robert B. McDermott 5,000 0.10
Ralph E. Graham 2,200 0.04
Glenn R. Moore -- --
L. Brent Carruth -- --
Kenneth W. Hatcher -- --
All directors and executive
officers as a group
(6 persons) 2,763,796 56.53
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(1) In accordance with regulations of the Securities and
Exchange Commission, stock ownership reflects shares with
respect to which the director, nominee, principal
stockholder or executive officer has voting power or
investment power, or has a right to acquire such power.
Each director, nominee, principal stockholder or executive
officer has both sole voting power and sole investment power
with respect to the shares set forth in the table.
Beneficial ownership is disclaimed by each director,
nominee, principal stockholder or executive officer of
shares listed of which he or it would not, but for Rule 13d-
3 under the Securities Exchange Act of 1934, be deemed to be
the beneficial owner.
(2) Includes 300,000 shares held of record by a corporation
controlled by Mr. Maynard and 2,456,596 shares held of
record by Mr. Maynard, as trustee of a trust for his
benefit.
ELECTION OF DIRECTORS
In accordance with the Company's By-laws, three directors
are to be elected at the annual meeting. Each director elected
will hold office until the next annual meeting and until his
successor is elected and qualifies. Shares represented by valid
proxies will be voted for the election of the three nominees
listed below.
The nominees have consented to serve on the Board, if
elected, but should any of the three be unable to serve in this
capacity at the time of the meeting, the proxies will be voted by
the proxy holders in their discretion for any substitute nominee
who may be designated by Management. It is anticipated that the
nominees will be available to serve as directors.
Names of Nominees Position with Company, Business
for Election Age Experience and other
Directorships
Ralph E. Graham 78 Director of the Company since
1993. Partner of Day Oil
Company, an oil and gas
exploration and drilling
partnership.
James G. Maynard 72 Chief Executive Officer and
Chairman of the Board of the
Company, since its
incorporation in 1971.
Robert B. McDermott 70 Director of the Company since
1971. Business Consultant and
Director of The Cherry
Corporation, an electronics
manufacturer.
Meetings of the Board of Directors and the Committees of the
Board of Directors
During the past fiscal year, the Board of Directors met six
times, the Compensation Committee of the Board, comprised of
Messrs. Maynard, Graham and McDermott, met once and the Audit
Committee, comprised of Messrs. McDermott and Graham, met three
times. The Audit Committee recommended, and the Board of
Directors selected Price Waterhouse to audit the Company's
financial statements for the year ended December 31, 1997. The
Compensation Committee sets the compensation of the officers of
the Company and the Audit Committee meets with the public
accountants and accounting personnel of the Company for review of
their respective information, opinions and functions. Mr.
Maynard's compensation was determined by Messrs. McDermott and
Graham as more fully described in the Compensation Committee
Report on Executive Compensation. The Board of Directors does
not have a nominating committee. No incumbent director attended
fewer than 75% of the total number of meetings of the Board of
Directors and of the committees on which he served.
EXECUTIVE COMPENSATION
The table below sets forth certain information concerning the
annual and long-term compensation for services in all capacities
to the Company for the fiscal years ended December 31, 1997, 1996
and 1995, of those persons who were, at December 31, 1997 (i) the
chief executive officer, and (ii) the other three executive
officers of the Company with compensation in excess of $100,000.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation(1) All Other
Name and Principal Fiscal Compen-
Position Year Salary(2) Bonus(3) sation(4)
<S> <C> <C> <C> <C>
James G. Maynard 1997 $105,000 $ -0- $10,500(5)
Chairman of the Board, 1996 105,000 -0- 7,900
Chief Executive 1995 105,000 -0- 3,150
Officer and
Treasurer
Glenn R. Moore 1997 165,885 -0- 15,976(6)
President 1996 159,615 8,150 12,000
1995 152,692 4,400 12,000
L. B. Carruth 1997 140,394 -0- 14,730(7)
Vice President of 1996 135,144 6,900 11,115
Operations 1995 128,846 3,800 10,808
Kenneth W. Hatcher 1997 126,456 -0- 13,264(8)
Vice President of 1996 121,062 6,180 9,957
Finance 1995 115,446 3,400 9,683
(1) The Company does not maintain a "long term incentive
plan" as that plan is defined in the applicable rules.
(2) Includes amounts deferred under the Company's Thrift
Investment Plan.
(3) Includes bonus awards earned for performance in the fiscal
year even though such amounts could be payable in subsequent
years.
(4) Totals shown consist of the Company's contributions to (i)
the Retirement Plan in the amount of 3% of annual salary for
1995 and 1996 and 5% of annual salary for 1997 and (ii) the
Thrift Investment Plan for the remainder.
(5) During 1997, $5,250 was accrued in the Retirement Plan and
$5,250 in the Thrift Investment Plan on behalf of Mr.
Maynard.
(6) During 1997, $8,000 was accrued in the Retirement Plan and
$7,976 in the Thrift Investment Plan on behalf of Mr. Moore.
(7) During 1997, $7,365 was accrued in the Retirement Plan and
$7,365 in the Thrift Investment Plan on behalf of Mr.
Carruth.
(8) During 1997, $6,632 was accrued in the Retirement Plan and
$6,632 in the Thrift Investment Plan on behalf of Mr.
Hatcher.
</TABLE>
The table below summarizes certain information with respect to the
value of the stock options exercised and the stock participation
units held by executive officers at December 31, 1997.
Aggregated Option/Stock Participation (SPAR) Exercises in 1997
and December 31, 1997 Stock Participation (SPAR) Values
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
SPARs at SPARs(2) at
12/31/97 (#) 12/31/97 ($)
Exercisable/ Exercisable/
Unexercisable Unexercisable
Maynard 0/0 $ 0/0
Moore 25,500/3,500(3) 134,813/16,187
Carruth 13,125/1,875(4) 69,141/8,672
Hatcher 12,000/1,500(5) 63,938/6,938
(1) The Company's Stock Option Plan expired March 31, 1992 and,
therefore, no additional stock options can be granted. All
options were exercised in September, 1995.
(2) Based upon a price of $10.25 per share, the last bid price on
NASDAQ of the Company's Common Stock on December 31, 1997.
(3) Represents 29,000 SPARs of which 25,500 have vested.
(4) Represents 15,000 SPARs of which 13,125 have vested.
(5) Represents 13,500 SPARs of which 12,000 have vested.
There were no awards of stock participation units to any employee
in 1997.
Compensation of Directors
During 1997, each director, who was not an employee of the
Company, received an annual retainer of $10,000. In addition,
each committee member, who was not an employee of the Company,
(two each for both the Compensation and Audit Committees) received
an annual amount of $3,500.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Committee's objective is to maintain a competitive
industry posture by compensating all executives fairly, for both
their long-term and recent contributions to the Company. The
Committee believes that services of outstanding value can be
rendered in periods of financial or operating stringency, as well
as in boom times.
Compensation for each executive includes a salary and from
time to time longer-term incentive compensation, such as stock
options and stock participation units. The Committee considers
the total compensation (earned or potentially available) of each
executive officer in establishing each element of compensation.
No cash bonuses were authorized for 1997.
Salaries for executives are reviewed by the Committee on an
annual basis and may be increased to reflect the individual's
contribution to the Company or changes in the competitive level of
pay. The Committee has access to a national survey on oil and gas
compensation, which includes executives in both larger and smaller
companies. Companies which participated in the compensation
survey include privately held corporations, as well as companies
on NASDAQ, the American Stock Exchange, and the New York Stock
Exchange. This national survey is believed to be the best
available information for the intended purpose. Mr. Maynard, Mr.
Moore, Mr. Carruth and Mr. Hatcher are paid compensation which
generally ranks them in or below the mid-range of executives in
similar positions for corporations of similar size.
The Compensation Committee evaluates the salary of Mr.
Maynard, the Chief Executive Officer, based largely on the
Committee's assessment of his past and current performance and its
expectation as to his future contributions in leading the Company
and its business. The Compensation Committee believes a key
indicator for an oil and gas company, such as Maynard Oil, is the
accretion of shareholder value. Ordinarily, this is measured by
the replacement of hydrocarbon reserves through drilling or
acquisition, at advantageous cost, and the extent of the risk to
which the shareholder's investment has been subjected. During
1997, the Company continued to search for a significant reserve
acquisition to replace those volumes produced in 1997 and those
volumes from properties disposed of in 1996, while at the same
time maximizing cash flow. The Company did not make an
acquisition in 1997, but concluded the year having made all
scheduled debt payments, having funded its development and
exploratory drilling programs, and having added $2.76 million in
cash to its bank account and almost $4.5 million to shareholders
equity. The Committee believes that Mr. Maynard's contributions
to the Company warrant a salary substantially in excess of what he
is paid; it has limited Mr. Maynard's compensation at Mr.
Maynard's express request.
The Committee also considered the Company's performance in
determining other salaries for 1997. It considered these factors
both on an absolute basis and relative to the oil and gas
industry, in general. In determining salaries for employees,
other than Mr. Maynard, the Committee reviewed the Chief Executive
Officer's recommendations based upon individual performance, as
well as the factors mentioned in the above paragraph.
Since the price of the Company's stock is affected to a
significant degree by oil and gas prices, over which executives
have no control, and various other factors over which they have
limited control, the Committee has focused on salaries as the
principal means of providing incentives and rewarding executive
performance. The Company did not award stock options or stock
participation units ("shadow stock") in 1997.
During 1997, the Compensation Committee consisted of Ralph E.
Graham, James G. Maynard and Robert B. McDermott, all directors of
the Company. Mr. Maynard does not take part in the determination
of his compensation.
The Compensation Committee Report on Executive Compensation
shall not be deemed incorporated by reference by any general
statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933 or under the Securities
Exchange Act of 1934, except to the extent that the Company
specifically incorporates the information by reference, and shall
not otherwise be deemed filed under such Acts.
For the Compensation Committee
James G. Maynard
Robert B. McDermott
Ralph E. Graham
Compensation Committee Interlocks and Insider Participation
James G. Maynard is Chief Executive Officer and Chairman of
the Board of the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires
that certain of the Company's officers, its directors and 10%
shareholders file with the Securities and Exchange Commission and
Nasdaq an initial statement of beneficial ownership and certain
statements of changes in beneficial ownership of Common Stock of
the Company. Based solely on its review of such forms received by
the Company and written representation from the directors and
officers that no other reports were required, the Company is
unaware of any instances of noncompliance, or late compliance,
with such filings during the fiscal year ended December 31, 1997.
PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly
cumulative total stockholder return on the Company's Common Stock
against the cumulative total return of the NASDAQ Stock Market for
U.S. Companies and the NASDAQ Industry Index for oil and gas
production companies for the five fiscal years ending December 31,
1997. This graph assumes that $100 was invested on December 31,
1992 and that all dividends were reinvested. The performance
shown on the graph below is not necessarily indicative of future
performance. The Company will make available to requesting
stockholders the identities of the companies within the CRSP Index
for NASDAQ stock (SIC-1300-1399 US Companies). All of the
companies listed in this index are involved in oil and gas
extraction.
The Performance Graph below shall not be deemed incorporated
by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of
1933 or under the Securities Exchange Act of 1934, except to the
extent that the Company specifically incorporates this information
by reference, and shall not otherwise be deemed filed under such
Acts.
Comparison of Five-Year-Cumulative Total Returns
CRSP Index
CRSP Index For
for NASDAQ
Nasdaq Stock Stocks (SIC
Fiscal Year Maynard Oil Market 1300-1399
Covered Company (US Companies) US Cos.)*
12/31/92 100.0 100.0 100.0
12/31/93 113.5 114.8 128.5
12/31/94 108.1 112.2 120.0
12/31/95 145.9 158.7 148.4
12/31/96 405.4 195.2 242.9
12/31/97 221.6 239.6 263.2
Note:
* The peer index includes results from all US companies trading
on NASDAQ in the 130 SIC group, oil and gas extraction and
production companies, which includes 211 Companies over the
period presented and 106 active at December 31, 1997.
INDEPENDENT ACCOUNTANTS
Price Waterhouse audited the Company's financial statements
for the year ending December 31, 1997 and has been selected as the
independent accounting firm who will audit the Company's financial
statements for the year ending December 31, 1998. Representatives
of Price Waterhouse are expected to be present at the meeting and
will be given the opportunity to make a statement if they desire
to do so and are expected to be available to respond to
appropriate questions.
STOCKHOLDER'S PROPOSALS
Any proposal by a stockholder of the Company intended to be
presented at the next annual meeting of stockholders and included
in the Company's proxy statement and form of proxy relating to
that meeting, must be received by the Company at its principal
executive office not later than December 17, 1998, and must also
comply with other requirements of the proxy solicitation rules of
the Securities and Exchange Commission. In addition, the notice
provisions contained in the Company's By-laws must be satisfied in
order for a stockholder to bring business properly before any
meeting of stockholders.
OTHER MATTERS
The Management of the Company does not know of any other
matters that are to be presented for action at the annual meeting.
Should any other matter come before the meeting, however, the
persons named in the enclosed proxy will have discretionary
authority to vote all proxies with respect to such matter in
accordance with their judgment.
By Order of the Board of Directors
Linda K. Burgess
Secretary and Controller
Dallas, Texas
April 16, 1998
MAYNARD OIL COMPANY
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints James G. Maynard and Glenn R. Moore as
Proxies, each with the power to appoint a substitute, and hereby authorizes them
to vote, as designated on the reverse side, all shares of common stock of
Maynard Oil Company held of record by the undersigned on April 6, 1998, at the
Annual Meeting of Stockholders to be held on May 20, 1998, or any adjournment or
adjournments thereof.
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting. THIS PROXY WHEN PROPERLY
EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE DIRECTOR
NOMINEES.
(continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER, IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
1. To vote for the election of James G. Maynard, Ralph E. Graham, and
Robert B. McDermott as directors, to hold office until the 1999 Annual
Meeting of Stockholders. If it is desired that votes be withheld from the
election of any of the individual nominees, his name should be written in
the following space.
---------------------------------------------
WITHHOLD
AUTHORITY
FOR TO VOTE
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE
COMPANY'S BOARD OF DIRECTORS WHICH ENC OURAGES
EACH SHAREHOLDER OF RECORD TO VOTE.
Please sign exactly as name appears hereon.
When share are held by joint tenants, both
should sign. When signing as attorney, as
executor, administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full corporate
name by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
- ------------------------- ------------------------- ------------------
Signature(s) Signature(s) Date
