<PAGE>
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
[_] Preliminary Information Statement [_] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Information Statement
MEXCO ENERGY CORPORATION
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(Name of Registrant As Specified In Charter)
NICHOLAS C. TAYLOR, PRESIDENT
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(Name of Person(s) Filing the Information Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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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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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
MEXCO ENERGY CORPORATION
Suite 1101
214 W. Texas Avenue
Midland, Texas 79701
(915) 682-1119
(915) 682-1123 (FAX)
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held November 27, 1996
TO THE STOCKHOLDERS:
Notice is hereby given that the Annual Meeting of the Stockholders of MEXCO
ENERGY CORPORATION (the "Company") will be held at Suite 1101, 214 W. Texas
Avenue, Midland, Texas 79701 at 10:00 A.M. Central Standard Time on November 27,
1996, for the following purposes:
1. Electing three directors of the Company.
2. Ratifying the selection of auditors for the Company.
3. Transacting such other business as may properly come before the
meeting.
The stock transfer records for the Company will not be closed. The close of
business on November 5, 1996, has been fixed by the Board of Directors as the
record date for determining the shareholders of the Company entitled to notice
of and to vote at the meeting.
DATED this 30th day of October, 1996.
BY ORDER OF THE BOARD OF DIRECTORS
DONNA GAIL YANKO, Corporate Secretary
<PAGE>
INFORMATION STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS OF
MEXCO ENERGY CORPORATION
To be held November 27, 1996
This Information Statement is furnished by the management of MEXCO ENERGY
CORPORATION (the "Company"), in connection with the Annual Meeting of
Stockholders of the Company to be held at Suite 1101, 214 W. Texas Avenue,
Midland, Texas 79701, at 10:00 a.m., Central Standard Time.
The Annual Report to stockholders respecting the Company's fiscal year
ending March 31, 1996, was mailed to stockholders November 6, 1996.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
VOTING SECURITIES
The close of business of November 5, 1996 has been fixed as the time and
record date for the determination of stockholders entitled to notice of and vote
at the Annual Meeting. At the record date, there were issued and outstanding
and entitled to vote 1,423,229 shares of Common Stock, $.50 par value per share,
of the Company (the "Common Stock"). Holders of shares of Common Stock are
entitled to one (1) vote for each share owned at the record date on all business
to come before the meeting.
PRINCIPAL STOCKHOLDERS AND STOCKHOLDINGS OF MANAGEMENT
The following table sets forth information, as of November l, 1996
concerning the Common Stock beneficially owned by each director and nominee of
the Company, by all officers, directors and nominees as a group, and by each
stockholder known by the Company to be the beneficial owner of more than five
percent (5%) of the outstanding Common Stock.
<TABLE>
<CAPTION>
Number of Shares Percent
of Common Stock of
Beneficially Owned (1) Class
------------------ -------
<S> <C> <C>
Howard E. Cox, Jr. 160,000 11.24
Nicholas C. Taylor 1,062,770 (1) 74.67
Donna Gail Yanko 7,140 .50
</TABLE>
(1) Mr. Taylor, by virtue of his ownership, may be deemed to be a "parent"
of the Company, as defined under Rule 405 promulgated by the SEC under the
Securities Act of 1933.
1
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All shares listed in the table are directly owned, and the named individual
has sole voting and investment power with respect to such shares.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
- --------------------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent
(10%) of a registered class of the Company's equity securities (collectively
"Reporting Persons"), to file with the Securities and Exchange Commission and
the National Association of Securities Dealers, Inc. initial reports of
ownership and reports of changes in ownership of Common Stock and other equity
securities of the Company. Officers, Directors and greater than ten percent
(10%) shareholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.
Ownership of and transactions in Company stock by executive officers and
Directors of the Company are required to be reported to the Securities and
Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of
1934. To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations of Reporting
Persons that no other reports were required with respect to fiscal 1995, all
Section 16(a) filing requirements applicable to the Reporting Persons were
complied with.
DIRECTORS AND EXECUTIVE OFFICERS
At the Annual Meeting to be held on November 27, 1996, three (3) persons
are to be elected to serve on the Board of Directors for a term of one (1) year
and until their successors are duly elected and qualified. All of the current
Directors will be available for election to the Board of Directors. The Company
nominees for the three (3) directorships are set forth in the following table,
together with certain information as to each person as of the date of this
Information Statement.
NOMINEES FOR ELECTION AS DIRECTORS
<TABLE>
<CAPTION>
Director of the
Name Age Position with the Company Company Since
<S> <C> <C> <C>
William G. Duncan 54 Director 1994
Nicholas C. Taylor 59 President, Treasurer, and Director 1983
Donna Gail Yanko 52 Vice President, Corporate Secretary 1990
and Director
</TABLE>
WILLIAM G. DUNCAN, JR., 54, since October 1991, has been the Senior
Vice President and Chief Investment Officer of Southeastern Financial
Services, Louisville, Kentucky. For the previous twenty-five (25) years,
he held several positions at Liberty National Bank and Trust Company,
Louisville, Kentucky, serving as Senior Vice President and Manager of the
bank's Personal Trust Investment Section, member of Liberty's Trust
Executive Committee, and several positions in Liberty's Commercial Banking
Division. Mr. Duncan was appointed to the position of Director on July 22,
1994, after the resignation of Thomas Graham,
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<PAGE>
Jr. to become a United States Ambassador. He was elected a Director at
the 1994 Annual Meeting of the Company.
NICHOLAS C. TAYLOR, 59, was elected President, Treasurer and Director
of the Registrant on April 8, 1983 and continues to serve in such
capacities on a part-time basis, as required. From July 15, 1993 to the
present, Mr. Taylor has been involved in the independent practice of law
and business interests. For more than the prior nineteen (19) years, Mr.
Taylor was a Director and Shareholder of the law firm of Stubbeman, McRae,
Sealy, Laughlin & Browder, Inc., Midland, Texas, and a partner of the
predecessor firm.
DONNA GAIL YANKO, 52, has worked as part-time Administrative Assistant
to the Chief Executive Officer and controlling shareholder and as Assistant
Secretary of the Company until June 1992 when she was appointed Corporate
Secretary. Mrs. Yanko was appointed to the position of Vice President and
elected to the Board of Directors at the Annual Meeting held on July 10,
1990.
During the year ended March 31, 1996, two (2) meetings of the Board of
Directors were held and attended by all three (3) Directors. One meeting was
held in the first quarter ending June 30, 1996. The Board of Directors does not
have a standing audit, nominating or compensation committee, nor any committees
performing similar functions, since the Board of Directors itself performs these
functions. There are no other executive officers than those listed above.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's principal shareholder owns working interests varying from
ninety-three percent (93%) to one hundred percent (100%) in certain wells which
it operates. Registrant operates these wells on a contract basis charging the
same administrative fees as the previous operator. The billings for such lease
operating expenses totaled approximately $106,198 for the year ended March 31,
1996, with accounts receivable credit balance at that date of approximately
$12,297.
EXECUTIVE COMPENSATION
The following table sets forth information concerning annual and long-term
compensation paid or accrued to executive officers for services in all
capacities to the Company for the fiscal year ended March 31, 1996.
Summary Compensation Table*
--------------------------
<TABLE>
<CAPTION>
Name and
Principal
Position Year Salary
--------- ---- -------
<S> <C> <C>
4 Officers 1996 $37,800
& Directors 1995 $32,959
as a group 1994 $29,400
</TABLE>
* All annual compensation is comprised of salary. There are no long-term
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compensation awards, stock options, insurance, employment agreements, retirement
benefits or any other basis of compensation. Directors are paid $100 per
meeting of which there were two (2) during the year ended March 31, 1996 and one
(1) in the quarter ended June 30, 1996. The sole compensation received by the
President of the Company for such period consisted of director's fees.
Board of Directors Report of Executive Compensation
- ---------------------------------------------------
The Board of Directors is solely responsible for setting executive
compensation which includes base pay and Board of Directors' fees. Such payment
is based on performance, including hours worked and effectiveness.
PERFORMANCE GRAPH
The following graph shows how an initial investment of $100 in the
Company's Common Stock would have compared to an equal investment in the S&P 500
Index or in an index of Peer Group Competitors over a five (5) year period
beginning December 31, 1990 and ending December 31, 1995. The selected Peer
Group consists of several larger independent oil and gas producers: Noble
Affiliates, Pogo Producing, Sun Energy Partners, and Oryx Energy Company. This
group of companies is used by the Company for certain compensation and
performance comparisons.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
MEC # $100 $100.00 $100.00 $120.00 $220.00 $320.00
S&P 500 + $100 $131.00 $146.00 $165.00 $171.00 $221.00
PEER GROUP * $100 $ 74.27 $ 64.21 $ 80.28 $ 81.95 $ 84.95
</TABLE>
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company, by resolution, has approved the
selection of Grant Thornton as the accountants for the Company for the fiscal
year beginning April 1, 1996. A representative of said accountants will not be
present at the Annual Meeting, but will be available by telephone to make a
statement, if they so desire and to respond to appropriate questions. The Board
of Directors does not have an audit or similar committee.
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<PAGE>
OTHER MATTERS
Management knows of no other business which will be presented at the Annual
Meeting other than as explained herein.
A majority in interest of the issued and outstanding Common Stock entitled
to vote shall constitute a quorum at the Annual Meeting and shall be necessary
to elect the Board of Directors and transact any business.
The cost of preparing and mailing this Information Statement will be paid
by the Company. The Company will, upon request, reimburse brokers for the cost
incurred by them in mailing copies of this Statement and the Annual Report of
the Company to such of their customers as are beneficial owners of the Common
Stock of the Company registered in the names of such brokers.
STOCKHOLDERS MAY OBTAIN WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL
REPORT 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED MARCH 31,
1996, BY WRITING THE CORPORATE SECRETARY, MEXCO ENERGY CORPORATION, SUITE 1101,
214 WEST TEXAS AVENUE, MIDLAND, TEXAS 79701.
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