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
[X] Definitive Information Statement by Rule 14a-6(e)(2))
MEXCO ENERGY CORPORATION
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(Name of Registrant as Specified in Charter)
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<PAGE>
MEXCO ENERGY CORPORATION
Suite 1101
214 W. Texas 79701
Midland, Texas 79701
(915) 682-1119
(915 682-1123 (FAX)
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held September 27, 2000
TO THE STOCKHOLDERS:
Notice is hereby given that the Annual Meeting of the Stockholders of MEXCO
ENERGY CORPORATION (the "Company") will be held at the Company's principal
executive office, Suite 1101, 214 W. Texas Avenue, Midland, Texas 79701, at 2:00
P.M. Central Standard Time on September 27, 2000, for the following purposes:
1. To elect six directors of the Company.
2. To ratify the selection of auditors for the Company.
3. To transact 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 August 14, 2000 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 17th day of August 2000.
BY ORDER OF THE BOARD OF DIRECTORS
DONNA GAIL YANKO, SECRETARY
<PAGE>
MEXCO ENERGY CORPORATION
INFORMATION STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS OF
MEXCO ENERGY CORPORATION
To be held September 27, 2000
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 the Company's principal executive
office, 214 W. Texas Avenue, Suite 1101, Midland, Texas 79701, at 2:00 p.m.,
Central Standard Time.
The Annual Report to stockholders respecting the Company's fiscal year
ending March 31, 2000, and the Information Statement were mailed to stockholders
on or about August 17, 2000.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
VOTING SECURITIES
The close of business as of August 14, 2000 (the "Record Date") has been
fixed as the date of record for the determination of stockholders entitled to
notice of and vote at the Annual Meeting. As of the Record Date, there were
1,623,293 shares of common stock of the Company (the "Common Stock")
outstanding. Holders of shares of Common Stock are entitled to one vote at the
Annual Meeting for each share of Common Stock held of record on the Record Date.
PRINCIPAL STOCKHOLDERS AND STOCKHOLDINGS OF MANAGEMENT
The following table sets forth information, as of June 30, 2000 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.
Number of Shares Percent
of Common Stock of
Beneficially Owned (1) Class
---------------------- -----
Howard E. Cox, Jr. 194,000 11.95
Thomas R. Craddick 7,500 0.46
Linda J. Crass 8,050 0.49
William G. Duncan, Jr. (5) - -
Thomas Graham, Jr. 84,700 5.19
Jack D. Ladd (5) 1,765 0.11
Nicholas C. Taylor (5)(2) 840,828 (3) 51.80
Catherine B. Taylor (2) 269,442 16.60
Donna Gail Yanko 15,952 (4) 0.98
Officers and directors as a group
(7 persons) 958,795 58.17
(1) Included in the number of shares of Common Stock Beneficially Owned
are shares that such persons have the right to acquire within 60 days
of June 30, 2000, pursuant to options to purchase such Common Stock
(Mr. Craddick, 2,500, Ms. Crass, 7,500; Mr. Graham, 7,500; and Ms.
Yanko, 7,500).
(2) Mr. Taylor and Ms. Taylor disclaim any beneficial ownership of common
stock of the Company owned by their two adult children, Nicholas Van
Campen Taylor and Katherine Camilla Taylor, who each own 46,000 shares
of the common stock of the Company.
(3) Of these shares, Christie Hardin Van Vraanken Taylor, who resides in
the home of her father, Mr. Taylor, owns 31,000 shares.
(4) Of these shares, Ms. Yanko's spouse owns 158 shares.
(5) Denotes a non-employee Director.
<PAGE>
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
("SEC") 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 require reporting to the Securities and Exchange
Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934. The
Company is not aware of any director, officer, or beneficial owner of more than
10% of any class of equity securities of the Company that failed to file on a
timely basis except for the following: Thomas R. Craddick and Donna G. Yanko.
DIRECTORS
At the Annual Meeting to be held on September 27, 2000, six persons are to
be elected to serve on the Board of Directors for a term of one 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 six 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
Director of the
Name Age Position with the Company Company Since
---------------------- --- ---------------------------------- ---------------
Thomas R. Craddick 56 Director 1998
William G. Duncan, Jr. 57 Director 1994
Thomas Graham, Jr. 66 Director and Chairman of the Board 1997
Director 1990 to 1994
Jack D. Ladd 50 Director 1998
Nicholas C. Taylor 62 President and Director 1983
Donna Gail Yanko 56 Vice President, Secretary
and Director 1990
THOMAS R. CRADDICK was elected to the Board of Directors of the Company in
March 1998. Since 1968 to the present, Mr. Craddick has served as State
Representative for the State of Texas. Throughout his tenure of the past 17
sessions of the Legislature, Representative Craddick has served on various
committees and conferences, most recently serving on the State Affairs Committee
and the House Ways and Means Committee. For more than the past five years Mr.
Craddick has been sales representative for Mustang Mud, Inc., as well as the
owner of Craddick Properties and owner and President of Craddick, Inc., both of
which invest in oil and gas properties and real estate.
WILLIAM G. DUNCAN, JR., since 1995, has been the President of Southeastern
Financial Services, Louisville, Kentucky, prior to which he had served as Senior
Vice President and Chief Investment Officer since 1991. For the previous 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 has been a Director of the Company since 1994 and is a member of the
compensation committee.
<PAGE>
THOMAS GRAHAM, JR. was appointed Chairman of the Board of Directors, by the
Directors of the Company in July 1997, having served as a director from 1990
through 1994. From 1994 through May 1997, Mr. Graham served as a United States
Ambassador. For more than five years prior thereto, Mr. Graham served as the
General Counsel, United States Arms Control and Disarmament Agency, as well as
Acting Director and as Acting Deputy Director of such agency successively, in
1993 and 1994. Since July 1997, he has served as President of the Lawyers
Alliance for World Security.
JACK D. LADD was elected to the Board of Director of the Company in March
1998 and is a member of the compensation committee. For 24 years, Mr. Ladd has
been a shareholder of the law firm of Stubbeman, McRae, Sealy, Laughlin &
Browder, Inc, Midland, Texas. Mr. Ladd is also a partner in various real estate
partnerships, an arbitrator for the National Association of Securities Dealers,
and a mediator certified by the Attorney Mediation Institute. Mr. Ladd has
served as a director and advisory director of other oil and gas corporations.
NICHOLAS C. TAYLOR was elected President, Treasurer and Director of the
Company in April 1983 and continues to serve as President, Chief Executive
Officer ("CEO") and Director on a part-time basis, as required. Mr. Taylor
served as Treasurer until March 1999. From July 1993 to the present, Mr. Taylor
has been involved in the independent practice of law and other business
activities. For more than the prior 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. In 1995 he was
appointed, by the Governor of Texas, and serves as Chairman of the three member
State Securities Board.
DONNA GAIL YANKO has worked as part-time Administrative Assistant to the
Chief Executive Officer 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 in 1990.
During the year ended March 31, 2000, the Board of Directors met at eleven
regularly scheduled Board meetings and one compensation committee meeting. The
Compensation Committee currently consists of Messrs. Duncan, Ladd and Taylor,
all of whom are non-employee directors. The Board of Directors does not have a
standing audit or nominating committee or any committees performing similar
functions. Board members perform these functions.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company owns a working interest in and serves as the operator of
properties in which the President of the Company also owns a working interest.
The Company operates these wells on a contract basis charging the same
administrative overhead fees as the previous operator. The billings for lease
operating expenses related to these properties totaled approximately $56,775 for
the year ended March 31, 2000.
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, 2000.
<PAGE>
Summary Compensation Table
Securities All
Name and Underlying Other
Principal Position Year Salary Bonus Options Compensation
------------------ ---- -------- ------- ---------- ------------
Nicholas C. Taylor 2000 $ -- $ -- 10,000 $ 1,100
President & CEO 1999 $ -- $ -- -- $ 1,200
1998 $ -- $ -- -- $ 500
Donna Gail Yanko 2000 $ 9,100 $ 2,051 10,000 $ 200
Vice President & 1999 $ 8,100 $ 3,969 20,000 $ 1,200
Secretary 1998 $ 7,875 $ -- -- $ 500
Linda J. Crass 2000 $ 75,600 $ 2,551 10,000 $ --
Treasurer, Controller 1999 $ 51,713 $ 787 20,000 $ --
& Assistant Secretary 1998 $ -- $ -- -- $ --
Thomas Graham, Jr 2000 $ 2,400 $ -- 10,000 $ --
Chairman 1999 $ 600 $ -- 20,000 $ 1,800
1998 $ -- $ -- -- $ 500
Thomas R. Craddick 2000 $ 1,200 $ -- 10,000 $ --
Director 1999 $ 300 $ -- 10,000 $ 900
1998 $ -- $ -- -- $ 500
* All other compensation is comprised of director fees. There are no
employment agreements or retirement benefit plans. Currently non-employee
directors are paid $100 per meeting. The sole compensation received by the
President and CEO of the Company for such period consisted of director's
fees.
Compensation Committee Report on Executive Compensation
-------------------------------------------------------
The Compensation Committee of the Board of Directors is solely responsible
for setting executive compensation including base pay and Directors' fees. Such
payment is based on performance, including hours worked and effectiveness.
Employee Incentive Stock Option Plan
------------------------------------
The Company adopted an employee incentive stock plan effective September
15, 1997. Under the plan, 350,000 shares are available for distribution. Awards,
granted at the discretion of the compensation committee of the Board, include
stock options and restricted stock. Stock options may be incentive stock options
or non-qualified stock options. The exercise price of each option will not be
less than the market price of the Company's stock on the date of grant. The
maximum term of the options is ten years. Restricted stock may be granted with a
condition to attain a specified goal. The purchase price will be at least $5.00
per share of restricted stock. The awards of restricted stock must be accepted
within sixty days and will vest as determined by agreement. Holders of
restricted stock have all rights of a shareholder of the Company. At March 31,
2000, no restricted stock had been granted under the plan.
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR TABLE
<CAPTION>
Potential Realizable
Individual Value After 10 Years
Number of Grants Based on Assumed
Securities Percentage of Compounded Annual Rates
Underlying Total Options Exercise of Stock Price Appreciation
Options Granted to Price Expiration ---------------------------
Name Granted(1) Employees (per Share) Date 5% per Year 10% per Year
------------------ ---------- ------------- ----------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Donna Gail Yanko 10,000 25% $5.25 03/21/10 $33,017 $83,671
Linda J. Crass 10,000 25% $5.25 03/21/10 $33,017 $83,671
Thomas Graham, Jr 10,000 25% $5.25 03/21/10 $33,017 $83,671
Thomas R. Craddick 10,000 25% $5.25 03/21/10 $33,017 $83,671
</TABLE>
(1) Options have a 10-year term and are vested 25% per year on the anniversary
date of the grant. The exercise price is a fair market value on the date of
grant.
<TABLE>
AGGREGATE OPTIONS EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES TABLE
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Shares Options at Options at
Acquired March 31, 2000 March 31, 2000
On Value -------------------------- --------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
------------------ -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Donna Gail Yanko 0 $ 0 5,000 25,000 $ 0 $ 0
Linda J. Crass 0 $ 0 5,000 25,000 $ 0 $ 0
Thomas Graham, Jr. 0 $ 0 5,000 25,000 $ 0 $ 0
Thomas R. Craddick 0 $ 0 2,500 17,500 $ 0 $ 0
</TABLE>
STOCK 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-year period beginning
March 31, 1995 and ending March 31, 2000. The selected Peer Group consists of
several larger independent oil and gas producers: Noble Affiliates, Inc., Pogo
Producing Company, Anadarko Petroleum Corporation, Apache Corporation, and
Parallel Petroleum Corporation. This group of companies is used by the Company
for certain compensation and performance comparisons.
[GRAPH APPEARS HERE]
1995 1996 1997 1998 1999 2000
------ ------ ------ ------ ------ ------
MEXCO $100 $125 $275 $381 $380 $266
S&P 500 $100 $129 $151 $220 $257 $299
PEER GROUP $100 $122 $142 $152 $108 $154
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company, by resolution, has approved the
selection of Grant Thornton LLP as the accountants for the Company for the
fiscal year beginning April 1, 2000. 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.
NEXT ANNUAL MEETING
The next Annual Meeting of the Company's stockholders is scheduled to be
held on September 17, 2001. Appropriate proposals of stockholders intended to be
presented at the 2001 Annual Meeting must be received by Ms. Gail Yanko,
Secretary, no later than June 28, 2001, in order to be included in the Company's
Information Statement relating to such meeting.
OTHER MATTERS
Management knows of no other business that 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 borne
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 ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO,
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED
MARCH 31, 2000, BY WRITING THE SECRETARY, MEXCO ENERGY CORPORATION, SUITE 1101,
214 WEST TEXAS AVENUE, MIDLAND, TEXAS 79701.
