SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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
------------------------------------------------------------------
(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)(4) and 0-11
1) Title of each class of securities to which transaction
applies:
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applies:
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computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
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[ ] 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:
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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, 1999
The annual meeting of stockholders of MAYNARD OIL COMPANY will be
held on Thursday, May 20, 1999, 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
2000 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 5,
1999, 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, 1999
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, 1999
GENERAL INFORMATION
This Proxy Statement is furnished to stockholders of Maynard Oil
Company on or about April 16, 1999, in connection with the solicitation of
proxies for use at the annual meeting of stockholders of the Company to be
held on May 20, 1999, 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 5, 1999, 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 5, 1999, there were outstanding and entitled to vote at
the meeting 4,885,993 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
On April 5, 1999, 4,885,993 shares of the Company's Common Stock were
issued and outstanding. The following persons were known by the Company
to be the beneficial owners of more than 5% of the Company's Common Stock:
James G. Maynard 2,756,596 56.42
9933 Lawler Avenue
Suite 344
Skokie, IL 60077
Franklin Resources, Inc. (1) 566,500 11.59
777 Mariners Island Blvd.
San Mateo, CA 94404
Dimensional Fund Advisors Inc. (2) 378,200 7.74
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
FMR Corp. (3) 297,800 6.09
82 Devonshire Street
Boston, MA 02109
(1) The Securities reported on herein are beneficially owned by one or
more open or closed-end investment companies or other managed
accounts which are advised by direct and indirect investment advisory
subsidiaries (the "Adviser Subsidiaries") of Franklin Resources, Inc.
("FRI"). Such advisory contracts grant to such Adviser Subsidiaries
all investment and/or voting power over the securities owned by such
advisory clients and therefore, the Advisor Subsidiaries may be
deemed to be the beneficial owner of the securities listed above.
Additionally, Charles B. Johnson and Rupert H. Johnson, Jr. each own
in excess of 10% of the outstanding Common Stock of FRI and are the
principal shareholders of FRI and may be deemed to be the beneficial
owner of securities held by persons and entities advised by FRI
subsidiaries.
(2) Dimensional Fund Advisers, Inc. ("Dimensional"), a registered
investment advisor, furnishes investment advice to four
investment companies and serves as investment manager to certain
other investment vehicles, including commingled group trusts
(these investment companies and investment vehicles are the
"Portfolios"). In its role as investment advisor and manager,
Dimensional possesses both voting and investment power over the
securities owned by the Portfolios and may be deemed to be the
beneficial owner of such securities.
(3) FMR Corp. is the parent holding company which has the right to
receive or the power to direct the receipt of dividends or the
proceeds from the sale of the above referenced securities, on behalf
of Fidelity Low-Priced Stock Fund, a registered investment company,
and as such, FMR maybe deemed to be the beneficial holder of such
securities.
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 5, 1999, 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) 56.42
Franklin Resources,
Inc. 566,500 11.59
Dimensional Fund
Advisors, Inc 378,200 7.74
FMR Corp. 297,800 6.09
Robert B. McDermott 5,000 0.10
Ralph E. Graham 2,200 0.04
Glenn R. Moore -- --
L. Brent Carruth -- --
Kenneth W. Hatcher -- --
Linda K. Burgess -- --
All directors and executive
officers as a group
(7 persons) 2,763,796 56.56
------------------------------
(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 79 Director of the Company since 1993.
Partner of Day Oil Company, an oil and
gas exploration and drilling
partnership.
James G. Maynard 73 Chief Executive Officer and Chairman of
the Board of the Company, since its
incorporation in 1971.
Robert B. McDermott 71 Director of the Company since 1971.
Business Consultant and Director of The
Cherry Corporation, a manufacturer of
switches, sensors, controls, and
specialized semiconductors.
Meetings of the Board of Directors and the Committees of the Board of
Directors
During the past fiscal year, the Board of Directors met eight 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 twice. The Audit Committee recommended,
and the Board of Directors selected PricewaterhouseCoopers LLP to audit
the Company's financial statements for the year ended December 31, 1998.
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, 1998, 1997 and 1996, of those
persons who were, at December 31, 1998 (i) the chief executive officer,
and (ii) the other four executive officers of the Company.
<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 1998 $105,000 $ -0- $10,500(5)
Chairman of the Board, 1997 105,000 -0- 10,500
Chief Executive 1996 105,000 -0- 7,900
Officer and
Treasurer
Glenn R. Moore 1998 169,962 -0- 16,000(6)
President 1997 165,885 -0- 15,976
1996 159,615 8,150 12,000
L. B. Carruth 1998 143,794 -0- 14,380(7)
Vice President of 1997 140,394 -0- 14,730
Operations 1996 135,144 6,900 11,115
Kenneth W. Hatcher 1998 130,050 -0- 13,006(8)
Vice President of 1997 126,456 -0- 13,264
Finance 1996 121,062 6,180 9,957
Linda K. Burgess 1998 102,433 -0- 10,242(9)
Controller and 1997 99,125 -0- 9,913
Corporate Secretary 1996 95,100 4,755 7,731
</TABLE>
(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 1996 and 5%
of annual salary for 1997 and 1998 and (ii) the Thrift Investment
Plan for the remainder.
(5) During 1998, $5,250 was accrued in the Retirement Plan and $5,250 in
the Thrift Investment Plan on behalf of Mr. Maynard.
(6) During 1998, $8,000 was accrued in the Retirement Plan and $8,000 in
the Thrift Investment Plan on behalf of Mr. Moore.
(7) During 1998, $7,190 was accrued in the Retirement Plan and $7,190 in
the Thrift Investment Plan on behalf of Mr. Carruth.
(8) During 1998, $6,503 was accrued in the Retirement Plan and $6,503 in
the Thrift Investment Plan on behalf of Mr. Hatcher.
(9) During 1998, $5,121 was accrued in the Retirement Plan and $5,121 in
the Thrift Investment Plan on behalf of Ms. Burgess.
The table below summarizes certain information with respect to the value
of the stock participation units held by executive officers at
December 31, 1998.
Aggregated Stock Participation (SPAR) Exercises in 1998
and December 31, 1998 Stock Participation (SPAR) Values
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
SPARs at SPARs(1) at
12/31/98 (#) 12/31/98 ($)
Exercisable/ Exercisable/
Unexercisable Unexercisable
------------- -------------
Maynard 0/0 $0/0
Moore 29,000/0 71,250/0
Carruth 15,000/0 36,563/0
Hatcher 13,500/0 33,750/0
Burgess 11,000/0 26,813/0
(1) Based upon a price of $7.50 per share, the last bid price on NASDAQ
of the Company's Common Stock on December 31, 1998.
All prior awards of stock participation units are 100% vested at
December 31, 1998. There were no awards of stock participation units to
any employee in 1998.
COMPENSATION OF DIRECTORS
During 1998, 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 $4,000.
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 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 1998.
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. The executive
officers of the Company 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 1998, the Company
continued to search for a significant reserve acquisition to replace those
volumes produced in 1998, while at the same time maximizing cash flow.
1998 was also a year in which the energy sector witnessed a virtual price
collapse for crude oil with average prices received by the Company falling
$7 per barrel between 1997 and 1998. However, the Company was successful
in acquiring three fields in West Texas for cash consideration of
$2,684,000, funded its scheduled bank loan payments of $5,000,000 and
continued maintenance activities on existing properties while reducing the
cash balance approximately $3,700,000. 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 1998. 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 1998.
During 1998, 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 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, 1998.
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, 1998. This graph assumes that $100 was invested
on December 31, 1993 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.
<TABLE>
Comparison of Five-Year-Cumulative Total Returns
<CAPTION>
CRSP Index
CRSP Index For
for NASDAQ
Nasdaq Stock Stocks (SIC
Fiscal Year Maynard Oil Market 1300-1399
Covered Company (US Companies) US Cos.)*
----------- ----------- -------------- -----------
<S> <C> <C> <C>
12/31/93 100.0 100.0 100.0
12/31/94 95.2 97.8 93.4
12/31/95 128.6 138.3 115.6
12/31/96 357.1 170.0 189.1
12/31/97 195.2 208.5 204.6
12/31/98 142.9 293.8 92.3
</TABLE>
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 199 Companies over the period presented and
90 active at December 31, 1998.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP audited the Company's financial statements
for the year ending December 31, 1998 and has been selected as the
independent accounting firm who will audit the Company's financial
statements for the year ending December 31, 1999. Representatives of
PricewaterhouseCoopers 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
In accordance with the Company's By-laws, any stockholder proposals
with respect to nominations or other actions to be taken by the Company's
Board of Directors must be made by notice in writing, delivered or mailed
by first class United States mail, postage prepaid, to the Company's
Secretary no later than May 6, 1999. Such notice shall set forth (i) the
name, age, business address and residence address of the proponent of each
proposal in such notice, (ii) the principal occupation or employment of
such proponent, and (iii) the number of shares of the Company's stock
beneficially owned by such proponent.
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, 1999, and must also comply with other requirements of the
proxy solicitation rules of the Securities and Exchange Commission.
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, 1999
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 5, 1999, at the Annual Meeting of Stockholders to be held on May 20,
1999, 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 2000
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 ENCOURAGES 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
