<PAGE> 1
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
/ / 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
CLINTON GAS SYSTEMS
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CLINTON GAS SYSTEMS
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<PAGE> 2
CLINTON GAS SYSTEMS, INC.
4770 Indianola Avenue
Columbus, Ohio 43214
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 20, 1995
To the Shareholders of
Clinton Gas Systems, Inc.
The 1995 Annual Meeting of Shareholders of Clinton Gas Systems, Inc. (the
"Company") will be held at Columbus Marriott Inn North, 6500 Doubletree Avenue,
Columbus, Ohio on Tuesday, June 20, 1995 at 9:30 a.m., local time, or at any
adjournments thereof (the "Annual Meeting"), for the following purposes:
1. To elect eight (8) directors to serve for a term of one year each and
until their respective successors are duly elected and qualified.
2. To transact such other business as may properly come before the Annual
Meeting.
Only shareholders of record at the close of business on April 25, 1995 are
entitled to notice of and to vote at the Annual Meeting.
By Order of the Board of Directors
May 12, 1995 R. L. Richards, Secretary
The accompanying Proxy Statement is being furnished to shareholders of the
Company to solicit their proxies for use at the Annual Meeting.
PLEASE MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE WHICH IS INTENDED FOR YOUR CONVENIENCE AND WHICH REQUIRES NO POSTAGE
IF MAILED IN THE U.S.A.
<PAGE> 3
CLINTON GAS SYSTEMS, INC.
4770 Indianola Avenue
Columbus, Ohio 43214
PROXY STATEMENT
The enclosed Proxy is being solicited on behalf of the Board of Directors of
Clinton Gas Systems, Inc., an Ohio corporation (the "Company" or "CGAS"), for
use at the Company's 1995 Annual Meeting of Shareholders called to be held at
9:30 a.m., local time, at the Columbus Marriott Inn North, 6500 Doubletree
Avenue, Columbus, Ohio on Tuesday, June 20, 1995, or at any adjournments
thereof (the "Annual Meeting"). Without affecting any vote previously taken, a
Proxy may be revoked by a shareholder by a duly executed Proxy bearing a later
date or by giving notice of revocation to the Company in writing or in open
meeting, although attendance at the Annual Meeting will not in and of itself
constitute a revocation of a Proxy. Unless otherwise specified, all properly
executed Proxies received by the Board of Directors will be voted "FOR" the
election as directors of the nominees listed under "ELECTION OF DIRECTORS."
The solicitation of Proxies may be made by written communication, telephone,
telegraph or personal interview by the directors, officers and regular
employees of the Company, each of whom will be reimbursed by the Company for
actual expenses incurred in connection therewith, but none of whom will receive
any additional compensation therefor. All costs in connection with the
solicitation of Proxies on behalf of the Company, including reimbursement of
clearing agencies, fiduciaries, nominees and other persons for their actual
expenses in forwarding proxy materials to the beneficial owners, will be borne
by the Company. This Proxy Statement, including the Notice of Annual Meeting,
is being first sent to shareholders on or about May 12, 1995.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
VOTING RIGHTS
The total number of outstanding common shares entitled to vote at the Annual
Meeting is 5,657,626. Only shareholders of record at the close of business on
April 25, 1995 are entitled to notice of and to vote at the Annual Meeting.
Each shareholder is entitled to one vote for each common share held and has
cumulative voting rights in the election of directors. A shareholder wishing
to exercise cumulative voting must so notify the President, a Vice President or
the Secretary of the Company in writing not less than forty-eight hours before
the Annual Meeting. Announcement of such notice must be made upon the
convening of the Annual Meeting. If cumulative voting is requested, each
shareholder will have a number of votes equal to the number of directors to be
elected, multiplied by the number of shares owned by him and will be entitled
to distribute his votes among the nominees as he sees fit. If cumulative
voting is requested, as described above, the enclosed Proxy would grant
discretionary authority to the proxies named therein to cumulate votes and to
distribute the votes among the candidates as they see fit.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of April 25, 1995, certain information
with respect to the Company's common shares owned beneficially by the only
persons known to the Company to be the beneficial owners of more than five
percent (5%) of the outstanding common shares of the Company, by each director
and nominee for director, and by all directors and officers as a group:
<TABLE>
<CAPTION>
Amount and Nature of Percent of Common
NAME AND ADDRESS* Beneficial Ownership (1) Shs. (2)
- - --------------------------- ------------------------ -----------------
<S> <C> <C>
Jerry D. Jordan (3) 697,814 (4) 12.3%
4770 Indianola Ave.
Columbus, OH 43214
Duke W. Thomas (3) 616,895 10.9%
52 East Gay Street
Columbus, OH 43215
<PAGE> 4
NAME AND ADDRESS* Beneficial Ownership (1) Shs. (2)
- - --------------------------- ------------------------ -----------------
<S> <C> <C>
Thomas B. Ridgley 616,895 10.9%
52 East Gay Street
Columbus, OH 43215
Hal W. Field (3) 592,530 (5) 10.2%
6251 Crooked Creek Road
Norcross, GA 30092
F. Daniel Ryan (3) 579,246 (6)(7) 10.2%
4770 Indianola Ave.
Columbus, OH 43214
R. David Thomas (3) 234,273 (8) 4.1%
Donald A. Nay (3) 129,540 (7)(9) 2.3%
Michael S. Guy (3) 75,194 (10) 1.3%
R. L. Richards (3) 19,125 **
All directors and officers as a group 2,944,617 (4)(5)(6)(7)(8)(9) 52%
(8 persons)
<FN>
* Address shown for beneficial owners of more than 5% only.
** Represents less than 1% of class.
(1) Represents sole voting and investment power except as otherwise noted. The
information with respect to beneficial ownership is based upon information
furnished by each director or officer, or information contained in filings
made with the Securities and Exchange Commission.
(2) Based upon 5,657,626 of the Company's common shares outstanding as of April
25, 1995.
(3) Director of the Company.
(4) Does not include 2,756 common shares held of record by Mr. Jordan's wife as
to which Mr. Jordan disclaims any beneficial ownership.
(5) All of Mr. Field's common shares are held of record by Mr. Field's wife,
but Mr. Field has retained sole voting and investment power.
(6) Mr. Ryan has sole voting and investment power with respect to 578,546 of
these common shares. Includes 700 shares which Mr. Ryan holds as custodian
for his two minor children.
(7) Includes shares held in the 401(k) accounts of Mr. Ryan (4,063 shares) and
Mr. Nay (2,691 shares).
(8) Does not include 47,249 common shares held of record by the wife of Mr. R.
David Thomas as to which Mr. Thomas disclaims any beneficial interest.
Does not include 40,000 common shares held of record by the wife of Mr.
Thomas for the benefit of six grandchildren of Mr. Thomas and his wife for
which his wife serves as custodian and as to which Mr. Thomas disclaims any
beneficial interest. Also does not include 1,867 common shares which may
be acquired upon conversion of $14,000 in face amount of 9% Convertible
Subordinated Debentures of the Company (the "Debentures") held of record by
the wife of Mr. Thomas, or 6,133 in the aggregate of common shares which
may be acquired upon conversion of $46,000 in the aggregate of Debentures
held of record by trust for the benefit of four grandchildren of Mr. Thomas
and his wife for which his wife serves
<PAGE> 5
as custodian and as to which Mr. Thomas disclaims any beneficial interest.
The Debentures are immediately convertible into common shares of the
Company at an initial conversion price of $7.50 per share, subject to
adjustment under certain circumstances.
(9) Includes 1,391 shares held in Mr. Nay's IRA account. Does not include
1,043 shares held in the IRA account of Mr. Nay's wife as to which Mr. Nay
disclaims any beneficial ownership.
(10) Includes 7,033 common shares held of record by Michael S. Guy Keogh #1 and
27,150 common shares held of record by Michael S. Guy IRA Rollover.
</TABLE>
ELECTION OF DIRECTORS
The Board of Directors has nominated the following eight (8) individuals as
candidates for election as directors of the Company.
<TABLE>
<CAPTION>
NAME AGE OFFICE HELD WITH THE COMPANY AND ITS DIRECTOR
PRINCIPAL SUBSIDIARIES, PRINCIPAL OCCUPATION OF THE
AND CERTAIN DIRECTORSHIPS HELD COMPANY
SINCE
- - ------------------ --------- ------------------------------------------------------------------- --------
<S> <C> <C> <C>
Jerry D. Jordan 60 Director of CGAS; Chairman of the Board and Chief Executive 1986
Officer of CGAS, The Clinton Oil Company ("Clinton Oil) and
Clinton Gas Marketing, Inc. ("CGM") effective June, 1988; prior
thereto, attorney and partner with Vorys, Sater, Seymour and
Pease, Columbus, Ohio. Clinton Oil and CGM are subsidiaries of
CGAS. Currently President of the Ohio Oil and Gas Association, a
representative to The Natural Gas Council, and a member of the
Board of Directors of the Gas Industry Standards Board.
F. Daniel Ryan 45 President and Director of CGAS; Vice Chairman and Director of 1987
Clinton Oil since January, 1989; President and Director of CGM
since April 1990 and Vice Chairman from January 1989 to April
1990.
Donald A. Nay 62 Director of CGAS; Vice President, Treasurer and Chief Financial 1988
Officer of CGAS since June, 1987.
R. L. Richards 46 Director and Secretary of CGAS; Since December, 1994, Managing 1986
Director of RDT, Ltd., Dublin, Ohio; President of RDT Corp.,
Dublin, Ohio prior thereto. Also Director of Acceptance Insurance
Co.
Hal W. Field 65 Director of CGAS; Since June, 1994, Consultant, Amcena 1987
Corporation, New York, New York, a holding company owning
Specialty Department Stores, Inc. and other companies. From 1984
to May, 1994, Group Executive for Amcena Corporation.
Michael S. Guy 57 Director of CGAS; President of Michael S. Guy and Associates, 1981
Inc., Hilliard, Ohio, a firm involved in insurance and financial
planning.
Duke W. Thomas 58 Director of CGAS; Attorney and partner with Vorys, Sater, Seymour 1986
and Pease, Columbus, Ohio. Director of Symix Systems, Inc. and
Ohio Bar Liability Insurance Company.
R. David Thomas 62 Director of CGAS; Senior Chairman of the Board, Director and 1986
Founder of Wendy's International, Inc., Dublin, Ohio, a restaurant
operator and franchisor.
</TABLE>
Each director of the Company is elected for a one-year term and until his
successor is duly elected and qualified. The executive officers of the Company
are appointed by, and serve at the pleasure of, the Board of Directors. There
are no family relationships among the executive officers and directors of the
Company.
The enclosed Proxy will be voted as specified thereon, or, if no
instructions are given, it will be voted FOR the nominees of the Board of
Directors. The persons designated as proxies reserve full discretion to cast
votes for other persons designated by the Board of Directors in the event a
nominee who would otherwise receive the votes is unable or unwilling to serve.
The Board of Directors has no reason to believe that any of the nominees will
be unable or unwilling to serve.
<PAGE> 6
Under Ohio law and the Company's regulations, the eight nominees receiving
the greatest number of votes shall be elected as directors. Shares as to which
the authority to vote is withheld and broker non-votes are not counted toward
the election of directors, or toward the election of the individual nominees
specified on the form of Proxy.
MEETINGS OF DIRECTORS
Four meetings of the Board of Directors were held during 1994. Each
director nominated by the Board of Directors for re-election except Mr. R.
David Thomas attended at least seventy-five percent of the aggregate of (1) the
total number of meetings of the Board of Directors and (2) the total number of
meetings of all committees of the Board of Directors on which that director
served during the period he served.
The Board of Directors has standing Audit and Executive Committees but has
no standing Nominating Committee.
The Audit Committee of the Board of Directors, comprised of Messrs. Nay,
Guy and Richards, met three times during 1994. The Audit Committee's function
is to recommend to the Board of Directors the selection, retention or
termination of the Company's independent public accountants and to review with
such accountants the Company's accounts, procedures and controls.
The Executive Committee of the Board of Directors, comprised of Messrs.
Guy, Jordan, Richards, Ryan and Duke Thomas, met three times during 1994. The
Executive Committee is authorized to exercise, during the intervals between
meetings of the Board of Directors, all powers of the Board in the management
of the business of the Company.
Each director of the Company, other than directors who were salaried
employees of the Company, was paid $300 for each Board of Directors meeting
attended and $100 for each Committee meeting attended during 1994.
COMPENSATION OF EXECUTIVE MANAGEMENT
<TABLE>
CASH COMPENSATION
The following table sets forth the cash compensation paid to the Company's
executive officers during fiscal years 1994, 1993, and 1992:
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION (2)
---------------------------------------------- --------------------- ALL OTHER
NAME AND COMPEN-
PRINCIPAL POSITION YEAR SALARY BONUS(2) AWARDS PAYOUTS SATION (4)
- - ---------------------------- ------ ---------- ------------ -------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Jerry D. Jordan 1994 $200,000 (3) --- --- $6,088
Chairman, Chief 1993 $200,000 $17,500 --- --- $7,050
Executive Officer 1992 $200,000 $15,000 --- --- $6,737
F. Daniel Ryan 1994 $150,000 (3) --- --- $5,286
President, Chief 1993 $150,000 $8,750 --- --- $5,192
Operating Officer 1992 $150,000 $5,000 --- --- $5,438
Donald A. Nay 1994 $140,000 (3) --- --- $5,451
Vice President, Chief 1993 $140,000 $8,750 --- --- $5,364
Financial Officer 1992 $140,000 $10,000 --- --- $5,408
<FN>
(1) The Company has no long-term compensation plans.
(2) Bonus payments earned for 1992 and 1993 were paid to the recipients in 1993
and 1994, respectively.
(3) Bonus payment earned for 1994, if any, has not yet been determined.
<PAGE> 7
(4) "All Other Compensation" includes the following: (i) contributions of
$4,500 each to the Company's 401(k) Plan on behalf of Messrs. Jordan, Ryan
and Nay; (ii) the compensation element of premiums for Split Dollar
policies for the partial benefit of the heirs of Messrs. Jordan, Ryan and
Nay of $1,588, $786 and $951, respectively.
</TABLE>
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION IN GENERAL
The Company does not have a Compensation Committee. Historically, the
compensation of the Company's executive officers has been approved by the
Company's non-employee directors, who constitute a majority of the directors of
the Company, based upon recommendations of the Company's Executive Committee.
The compensation paid to the Company's executive officers consists
primarily of a base salary and an annual bonus. The only stock-based
compensation program maintained by the Company is a Company common stock fund
investment option of the Company's 401(k) Savings Plan which is generally
available to all employees of the Company and its subsidiaries who meet
eligibility requirements. The 1994 salaries of the executive officers remained
unchanged from 1994; the bonuses for 1993 which were paid in 1994 were
recommended to and approved by the non-employee directors of the Company on
April 28, 1994. The bonus for 1994, if any, will be finalized by the Executive
Committee after the date of this Proxy Statement. If the Executive Committee
recommends that a bonus be paid to the executive officers for 1994, such
recommendation will be submitted to the non-employee directors for their
consideration and approval.
In setting executive compensation, the Company has not followed a formula
approach that links compensation directly to Company performance. Instead, in
establishing its salary and bonus recommendations to the Board of Directors,
the Executive Committee reviews and considers a number of factors, including
individual performance, the Company's financial performance as compared with
previously established goals and as compared with the financial performance of
other companies of similar size in its industry, general economic conditions
and whether the Company's executive compensation is adequate to attract and
retain outstanding executives. No particular weight is assigned to any of
these factors, although in establishing bonus amounts for 1993 (which were paid
in 1994), the Executive Committee gave special consideration to the Company's
growth and expansion.
CHIEF EXECUTIVE OFFICER COMPENSATION
The compensation of the Company's Chief Executive Officer, including his
1994 base salary, has been established substantially in conformance with the
policies described above for all other executives of the Company. In
recommending a base salary or bonus, the Executive Committee evaluates the
CEO's contribution to the Company's achievement of its long-term financial and
non-financial objectives. In addition, the Executive Committee considers the
other factors it deems important in recommending executive compensation levels
as described above. The Chief Executive Officer, who is a member of the
Executive Committee, does not participate in any decision of the Executive
Committee pertaining to his compensation. The Executive Committee's
recommendation is submitted to the non-employee directors of the Company for
their consideration.
Respectfully submitted,
Hal W. Field Michael S. Guy
Jerry D. Jordan Donald A. Nay
R. L. Richards F. Daniel Ryan
Duke W. Thomas R. David Thomas
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG THE COMPANY, THE S&P 500 AND THE S&P NATURAL GAS INDEX
This graph compares the five year cumulative total return of the common
shares of the S&P Natural Gas Group, the S&P 500 and the Company for the five
fiscal years ended December 31, 1994. The basis for the comparison is the
investment of $100 on December 31, 1989 in each of the S&P Natural Gas Index,
the S&P 500 and the Company's
<PAGE> 8
common shares. No dividends have been paid by the Company during the five-year
period. The S&P 500 Natural Gas Index represents the performance of fifteen
publicly-held natural gas producing, transportation and marketing companies.
Those companies are larger and generally more geographically diversified than
the Company. In 1992 the Company used the Value Line Diversified Natural Gas
Index for its Performance Graph. The graph also provides information with
respect to the Value Line Diversified Natural Gas Index which the Company used
in its Performance Graph for 1993. That index is no longer available.
PERFORMANCE GRAPH
EXECUTIVE COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Executive Committee consists of five Directors, including Mr. Jordan
and Mr. Ryan, who serve as executive officers of the Company. As such, Messrs.
Jordan and Ryan participated in deliberations of the Committee concerning
recommendations to the Board on executive compensation, although neither voted
on any policy or action which affected his own salary or bonus.
Duke W. Thomas, who serves on the Executive Committee, is a partner in the
law firm of Vorys, Sater, Seymour and Pease, which serves as legal counsel to
the Company.
CERTAIN TRANSACTIONS INVOLVING MANAGEMENT
From time to time, officers and directors of the Company have purchased
interests in natural gas and oil drilling programs sponsored by the Company.
Such interests have been purchased by officers and directors of the Company on
terms which are not more favorable than the terms offered to other persons who
are not affiliated with the Company.
During the early 1980's, predecessors of the Company made loans to general
partnerships composed of their employees to provide funds for investment in
certain drilling programs sponsored by affiliated companies. Donald A.
<PAGE> 9
Nay is the only executive officer or director of the Company who is a partner
in any of these partnerships. In 1987, these loans were transferred to the
Company as a part of the merger of the Clinton American Companies into the
Company. The proceeds attributable to each partnership's interest in
drilling programs has been applied to pay interest and principal on each
partnership's loan until the loan is paid in full. Interest accrues on the
loans at the rate of 1% over the Bank One, Columbus, N.A. prime lending rate.
The largest aggregate amount of indebtedness outstanding in 1994 with respect
to loans to the partnerships in which Donald A. Nay is one of the general
partners was $221,000. As of December 31, 1994, the outstanding aggregate
principal balance of such loans was $218,000. The Company established an
allowance for uncollectible amounts of $120,000 in 1992 to reflect the
estimated future value of the natural gas and oil reserves that will be used to
repay those loans. No interest income was recorded on the loans in 1994 based
on the Company's assessment of collectibility.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
own more than ten percent of the Company's common shares to file reports of
ownership and changes in ownership on Forms with the Securities and Exchange
Commission ("SEC"). Officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish the Company with copies
of all such Forms. Based on the Company's review of the copies of such Forms,
the Company believes that all of its officers, directors and greater than ten
percent shareholders complied with all filing requirements applicable to them
with respect to transactions during 1994, except for Mr. Field, who overlooked
reporting a Form 4 transaction. The transaction was subsequently reported on
Form 5 and the Company believes all officers, directors and greater than ten
percent shareholders are current in regarding their Section 16(a) filings.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Deloitte & Touche served as the Company's independent public accountants
during 1994. A representative of Deloitte & Touche is expected to be present
at the Annual Meetings, will have the opportunity to make a statement if the
representative desires to do so and is expected to be available to respond to
appropriate questions. Certified public accountants for the current fiscal
year will be selected by the Board of Directors after the Annual Meeting.
PROPOSALS OF SECURITY HOLDERS AND OTHER MATTERS
Any proposals of security holders intended to be included int he Company's
proxy statement for the 1996 Annual Meeting of Shareholders for presentation at
that meeting must be received by the Company by January 12, 1996.
Management knows of no other business which may be brought before the
Annual Meetings. However, if any other matters properly come before the Annual
Meeting, it is the intention of the persons named in the enclosed form of Proxy
to vote such Proxy in accordance with their best judgment on such matters.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT
YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE URGED TO PROMPTLY
MARK, DATE, SIGN AND RETURN THE PROXY IN THE ENCLOSED STAMPED, SELF-ADDRESSED
ENVELOPE.
By Order of the Board of Directors
May 12, 1995 R. L. Richards, Secretary
<PAGE> 10
CLINTON GAS SYSTEMS, INC.
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints F. Daniel Ryan and Michael S. Guy, or either
of them, each with full power of substitution, proxy or proxies to vote at the
Annual Meeting of Shareholders of Clinton Gas Systems, Inc. ("the Company") to
be held on June 20, 1995, at 9:30 a.m., local time, and at any adjournment or
adjournments thereof, hereby revoking any proxies heretofore given, to vote all
shares of common stock of the Company held or owned by the undersigned as
directed on the reverse side of this proxy, and in their discretion upon such
other matters as may come before the meeting.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<TABLE>
<S> <C>
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE. Nominees: Hal W. Field
FOR WITHHELD Michael S. Guy
1. ELECTION Jerry D. Jordan THIS PROXY WHEN EXECUTED WILL BE VOTED IN
OF [ ] [ ] Donald A. Nay THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
DIRECTORS. R. L. Richards SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
F. Daniel Ryan WILL BE VOTED IN FAVOR OF ALL NOMINEES LISTED FOR
For, except vote withheld from the following nominee(s). Duke W. Thomas ELECTION AS DIRECTORS, AND IN ACCORDANCE WITH THE
R. David Thomas PROXIES' BEST JUDGMENT UPON OTHER MATTERS PROPERLY
COMING BEFORE THE MEETING AND ANY ADJOURNMENT
________________________________________________________ THEREOF.
Please mark, sign, date and return this proxy card
using the enclosed envelope.
Signature_______________________________________ Date____________ Signature_______________________________________ Date____________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor administrator,
trustee or guardian, please give full title as such.
</TABLE>
