SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
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|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
ISRAMCO, INC.
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(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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|X| No Fee Required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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|_| Check box if any part of the fee is offset as provided by Exchange Act
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<PAGE>
ISRAMCO, INC.
11767 Katy Freeway,
Houston, Texas 77079
Notice of Annual Meeting of Stockholders
NOTICE IS HEREBY GIVEN that the 2000 annual meeting (the "Annual Meeting")
of stockholders of ISRAMCO, INC. (the "Company") will be held at the Company's
premises at 11767 Katy Freeway, Houston, Texas 77079, in the 4th Floor
Conference Room, on October 24, 2000 at 10:00 A.M., local time, for the
following purposes:
(i) to elect five directors of the Company to hold office until the next
annual meeting of the stockholders and until their respective successors shall
have been duly elected and qualified;
(ii) to ratify the appointment of KPMG LLP, as independent public
accountants of the Company for the year ending December 31, 2000; and
(iii) to transact such other business as may properly come before the
Annual Meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on September 25,
2000, as the record date for the determination of stockholders entitled to
notice of, and to vote at, the Annual Meeting or any adjournment thereof.
If you do not expect to be personally present at the Annual Meeting but
wish your stock to be voted for the business to be transacted thereat, the Board
of Directors requests that you complete, sign and date the enclosed proxy and
promptly return it by mail in the postage paid envelope provided.
By Order of the Board of Directors
Haim Tsuff
Chairman of the Board
Chief Executive Officer
October 10, 2000
PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND PROMPTLY RETURN IT IN THE
ENVELOPE PROVIDED. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.
<PAGE>
2
ISRAMCO, INC.
11767 Katy Freeway,
Houston, Texas
PROXY STATEMENT
For the Annual Meeting of Stockholders
To be held on October 24, 2000
Introduction
This Proxy Statement is sent to stockholders of Isramco, Inc., a Delaware
corporation (the "Company"), in connection with the solicitation of proxies by
the Board of Directors of the Company for use at the 2000 annual meeting (the
"Annual Meeting") of Stockholders of the Company to be held at the Company's
premises at 11767 Katy Freeway, Houston, Texas 77079, in the 4th Floor
Conference Room, on Tuesday October 24, 2000 at 10:00 A.M., local time, and any
adjournment(s) thereof. The purposes of the Annual Meeting are:
(i) to elect five directors of the Company to hold office until the next
annual meeting of the stockholders and until their respective successors shall
have been duly elected and qualified;
(ii) to ratify the appointment of KPMG, LLP, as independent public
accountants of the Company for the year ending December 31, 2000; and
(iii) to transact such other business as may properly come before the
Annual Meeting and any adjournment thereof.
If proxy cards in the accompanying form are properly executed and
returned, the shares of Common Stock represented thereby will be voted as
instructed on the proxy. If no instructions are given, such shares will be voted
for the (i) election as directors of the nominees of the Board of Directors
named below; (ii) proposal to ratify the appointment of KPMG, LLP, as
independent public accountants of the Company for the year ending December 31,
2000; and (iii) in the discretion of the Proxies named in the proxy card, on any
other proposals to properly come before the Annual Meeting or any adjournment
thereof.
Any stockholder returning the accompanying proxy may revoke such proxy at
any time prior to its exercise by filing with the Secretary of the Company a
duly executed proxy bearing a later date or a written instrument revoking the
proxy or by personally appearing at the Annual Meeting. This Proxy Statement is
first being mailed to stockholders on or about October 10, 2000.
VOTING RIGHTS AND VOTING SECURITIES
All voting rights are vested exclusively in the holders of the Common
Stock. Only holders of Common Stock of record at the close of business on
September 25, 2000, will be entitled to receive notice of and to vote at the
Annual Meeting. As of September 25, 2000 the Company had outstanding a total of
2,639,853 shares of Common Stock. Each holder of Common Stock is entitled to one
vote for each share held either in person or by proxy.
The holders of a majority of the issued and outstanding Common Stock,
present in person or by proxy, will constitute a quorum for the transaction of
business at the Annual Meeting or any adjournment thereof. Abstentions and
broker non-votes are counted as shares that are present and
<PAGE>
3
entitled to vote for purposes of determining the presence of a quorum. Assuming
a quorum is present, the affirmative vote of a plurality of the shares present
in person or by proxy is required for approval of Proposal No. 1 (Election of
Directors); and the affirmative vote of a majority of the shares present in
person or by proxy is required for approval of Proposal No. 2 (Ratification of
Independent Public Accountants). Abstentions will have no effect on Proposal No.
1 and will be counted as votes against Proposal No. 2. Broker non-votes will
have no effect on Proposals No. 1 and 2.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of September 25, 2000, certain
information with respect to the beneficial ownership of common stock by (i) each
director, (ii) each executive officer named in the Summary Compensation Table
and (iii) all directors and executive officers as a group:
Shares of common stock Percent of
Name and Address of Beneficial Owner Beneficially Owned Class (1)
Haim Tsuff (2) 1,395,217(3) 50.19%
Jackob Maimon (2) 69,995(4) 2.52%
Daniel Avner(2) 0 *
Yossi Levy(2) 0 *
Pinchas Pinchas(2) 0 *
Tina Maimon Arckens(2) 0 *
Prof. Avihu Ginzburg(2) 0 *
Prof. Linda Canina(2) 0 *
All directors and
Officers as a group 1,465,212 52.71%
* Less than 1%
(1) Unless otherwise noted, the Company believes that all persons named in the
table have sole voting and investment power with respect to all shares of common
stock beneficially owned by them. A person is deemed to be the beneficial owner
of securities that can be acquired by such person within 60 days from September
25, 2000 upon the exercise of warrants or options. Each beneficial owner's
percentage ownership is determined by assuming that options or warrants that are
held by such person (but not those held by any other person) and which are
exercisable within 60 days from September 25, 2000 have been exercised.
(2) The address of such person is c/o Isramco, Inc., 1770 St. James Place, Suite
607, Houston Texas
(3) Haim Tsuff owns 100% of United Kingsway Ltd., which through YHK General
Manager Ltd., controls various entities, which may be deemed to control the
Company. In March 2000, Mr. Tsuff was granted five year options to purchase up
to 69,995 shares of the Company's stock
<PAGE>
4
(4) In March 2000, Mr. Maimon was granted five year options to purchase up to
69,995 shares of the Company's stock.
The following table sets forth, as of September 25, 2000, certain
information with respect to the beneficial ownership of common stock by each
person who, to the best of the Company's knowledge, beneficially owned on that
date more than 5% of the outstanding Common Stock:
Shares of common stock Percent of
Name and Address of Beneficial Owner Beneficially Owned Class (1)
Naphtha Holdings Ltd. * 1,325,222 47.67%
Haim Tsuff * 69,995 2.52%
United Kingsway Ltd. *
YHK Investment Limited Partnership *
(1) Unless otherwise noted, the Company believes that all persons named in the
table have sole voting and investment power with respect to all shares of common
stock beneficially owned by them. A person is deemed to be the beneficial owner
of securities that can be acquired by such person within 60 days from September
25, 2000 upon the exercise of warrants or options. Each beneficial owner's
percentage ownership is determined by assuming that options or warrants that are
held by such person (but not those held by any other person) and which are
exercisable within 60 days from September 25, 2000 have been exercised.
* Haim Tsuff owns and controls 100% of United Kingsway Ltd. (Kingsway) which
holds a 74% interest in YHK Investment Limited Partnership (YHK). Avraham Livnat
Ltd. through its subsidiary Carmen Management and Assets (1997) Ltd. owns 26% of
YHK. The General Partner of YHK is YHK General Manager Ltd. and Haim Tsuff,
Joseph Tsuff (the father of Haim Tsuff) and Tina Maimon-Arckens (the sister of
the Chairman of the Board of Naphtha are the directors of YHK General Manager
Ltd. YHK owns of record 42.4% of Equital Ltd. (formerly known as Pass-port
Ltd.), Equital Ltd. owns 42.4% of J.O.E.L. - Jerusalem Oil Exploration Ltd.
(JOEL), JOEL owns 86.6% of Naphtha, which holds 100% of Naphtha Holdings Ltd.
JOEL also owns 8.2% of the shares of Equital Ltd.. Naphtha Holdings Ltd. owns of
record approximately 47.67% of the issued and outstanding common stock of the
Company.
Information regarding these relationships is set forth on the Chart of
Ownership and in Schedule 13d filings and amendments made thereto made on behalf
of the above entities, which are on file with the Securities and Exchange
Commission.
As a result of the foregoing, Haim Tsuff, Kingsway, YHK, Equital Ltd.,
JOEL, Naphtha and Naphtha Holdings Ltd. may be deemed to control the Company.
EXECUTIVE COMPENSATION
The following table sets forth all compensation awarded to, earned by, or
paid for all services rendered to the Company during the Company's fiscal years
ended December 31, 1999, 1998 and 1997 by the Company's former Chief Executive
Officer and other "named executive
<PAGE>
5
officers," as defined under the rules and regulations of the Securities Act of
1933, as amended (the "Securities Act").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Name and
Principal Position Annual Compensation Long-Term Compensation
Awards
Restricted Securities
Other Annual Stock Underlying
Year Salary Bonus Compensation Award(s)($) Options(#)
($) ($) ($)
<S> <C> <C> <C> <C> <C> <C>
Haim Tsuff 1999 240,000 60,000 -- -- --
Chairman of the Board 1998 240,000 -- -- -- --
and Chief Executive 1997 216,000 -- -- -- --
Officer
Jackob Maimon 1999 40,000 -- -- -- --
President(1) 1998 -- -- -- -- --
1997 -- -- -- -- --
Daniel Avner 1999 172,500 45,000 -- -- --
Vice President, 1998 90,000 -- -- -- --
Former President(2) 1997 37,900 -- -- -- --
Yossi Levy 1999 109,000 23,700 -- -- --
Branch Manager 1998 88,000 -- -- -- --
1997 92,230 -- -- -- --
Pinchas Pinchas 1999 48,000 -- -- -- --
Controller Branch 1998 48,000 -- -- -- --
Office 1997 -- -- -- -- --
[Joshua Folkman 1999 101,000 9,400 -- -- --
Exploration Manager 1998 95,600 -- -- -- --
Branch Office 1997 101,128 -- -- -- --]
</TABLE>
(1) Mr. Maimon was elected to the position of President and elected as a
director in November of 1999.
(2) Mr. Avner resigned from his position as President of the Company in October
1999, whereupon he was elected as a Vice-President.
OPTIONS GRANTED IN 1999
There were no grants of any options in 1999.
AGGREGATED OPTION EXERCISES IN 1999 AND 1999 YEAR END OPTION VALUES
<PAGE>
6
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Number of Options at in-the-Money Options
Shares December 31, 1999(#) at December 31, 1999($)
Acquired on Value
Name Exercise (#) Realized ($) Exercisable / Unexercisable Exercisable(1)/Unexercisable
<S> <C> <C> <C> <C>
Joshua Folkman 0 0 2,000(2) 0
Raanan Wiessel(1) 0 0 2,500(2) 0
</TABLE>
(1) The services of Raanan Wiessel, the Company's former treasurer and
controller of the Company's Israel Branch, were terminated as of December 1997.
(2) The value reported is based on the closing price of the common stock of the
Company as reported on NASDAQ on the date of the exercise less the exercise
price.
Stock Option Plan
Directors, officers, employees and consultants of the Company and its
subsidiaries adopted the Company's Stock Option Plan with the intention of
encouraging stock ownership. The plan provides for stock options of up to 50,000
shares of common stock of the Company (after giving effect to the reverse stock
split). Options may either be options intended to qualify as "incentive stock
options" or "non-statutory stock options", as those terms are defined in the
Internal Revenue Code.
Employees (including officers) of the Company are eligible to
receive incentive stock options, however, non-statutory stock options may be
granted to officers, directors, employees and consultants of the Company and its
subsidiaries. Options are granted for a period of up to ten (10) years from the
grant date for an exercise price of not less than 100% of the fair market value
of the securities of the Company's common stock on the date of grant. As of this
date no persons have been appointed to fill the current vacancies on the
committee which administers this plan.
The full board of directors of the Company participates in
deliberations concerning executive officers' compensation.
Employment/Consulting Agreements
In May of 1996 the Company entered into a Consulting Agreement with
Goodrich Global L.T.D. B.V.I., a company owned and controlled by Haim Tsuff, the
Chairman of the Board of Directors and Chief Executive Officer of the
Corporation. Pursuant to this Consulting Agreement which had a term of two (2)
years, the Company agreed to pay the sum of $144,000 per annum in installments
of $12,000 per month, in addition to reimbursing all reasonable business
expenses incurred during the term in connection with the performance of services
on behalf of the Company. In April 1997 the consulting compensation was
increased to $240,000 per annum and in December 1997 the term of the Agreement
was extended to May 31, 2001. The Consulting Agreement provides that the term
shall be automatically extended for an additional term of three (3) years,
commencing June 1, 2001, unless the Company has given notice at least ninety
(90) days prior to June 1, 2001, that it does not intend that the term be
renewed.
In November of 1999 the Company entered into a Consulting Agreement
with Worldtech Inc., a Mauritus company of which Jackob Maimon, the President of
the Company, is a director. Pursuant to this Consulting Agreement which is in
effect through May 31, 2001, the Company agreed to pay the sum of $240,000 per
annum in installments of $20,000 per month, in addition to reimbursing all
reasonable business expenses incurred during the term in connection with the
performance of services on behalf of the Company. The Consulting Agreement as
amended, provides that the term shall be automatically extended for an
additional term of three (3) years, unless the Company has given notice at least
ninety (90) days prior to the scheduled expiration, that it does not intend that
the term be renewed.
<PAGE>
7
In August of 1997 the Company entered into a Consulting Agreement
with Romulas Investment Ltd. (which Agreement has been assigned to Remarkable
Holdings Ltd.), a company which is wholly owned and controlled by Daniel Avner,
the Vice-President of the Company. Pursuant to this Agreement which has a term
of one (1) year through July 31, 1998, the Company has agreed to pay the
Consultant the sum of $7,500 per month plus expenses. In February 1999, the
Consulting Agreement was amended to increase the monthly compensation payable
thereunder to $15,000 and pursuant to the amendment, the reimbursement of
expenses was disallowed. The Company has also agreed to make provide a company
car and company furnished apartment to Consultant, if available. The Consulting
Agreement is in effect through July 2001.
In November of 1996 the Company entered into an Employment Agreement
with Yossi Levy, the Managing Director of Naphtha Israel Petroleum Company Ltd.
to employ Mr. Levy as the General Manager of the Israel Branch of the Company.
Mr. Pinchas is employed as Controller of Naphtha and J.O.E.L.,
affiliates of the Company. As of January 1, 1998, the Company participates in
the payment by J.O.E.L. of Mr. Pinchas' salary in an aggregate monthly amount of
$4,000.
Joshua Folkman is employed as Explorations Manager. In the event
that the Company elects to terminate Mr. Folkman's employment hereunder for any
reason other than cause, then Mr. Folkamn is entitled to a one-lump sum payment
of $63,000.
PERFORMANCE GRAPH
The following graph compares the yearly percentage of change
in the Company's cumulative stockholder return on its Common Stock (assuming
reinvestment of dividends at date of payment into Common Stock of the Company)
to the cumulative total return on the NASDAQ Market Index ("NASDAQ Index") and
the cumulative total return on the Standard & Poors Oil Composite Index ("Peer
Index") for the period of five years commencing on January 1, 1995 and ending on
December 31, 1999. The graph assumes that $100 was invested on January 1, 1995
in the Common Stock of the Company, The NASDAQ Index and the Peer Index, and
further assumes no payment or reinvestment of dividends.
The graph shall not be deemed filed or incorporated by
reference into any filing under the Securities Act of 1933, as ammended, or
under the Securities Exchange Act of 1934, except to the extent that we
specifically incorporate this graph by reference.
PEER
NASDAQ INDEX Company
------ ----- --------
$ $ $
12/31/95 140 125 62
12/31/96 172 153 42
12/31/97 209 183 67
12/31/98 292 194 21
12/31/99 541 224 32
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On January 21, 1998, the Company entered into a Inventory Management
Agreement with Equital Ltd. pursuant to which the Company is obligated to pay to
Equital Ltd. $1,650 plus VAT payable December, March, June and September of each
year during the term of the Agreement. In the case of the drilling of a well if
the total monthly hours of services provided to the Company by Equital Ltd.
exceed 30 hours per month, then the Company shall pay an additional $40.00 per
hour plus VAT for services rendered. The Agreement may be terminated on three
(3) month's written notice. The Company believes that the prices charged by
Equital Ltd. to the Company for
<PAGE>
8
these services are comparable to the cost for such services negotiated in arm's
length transactions. Equital Ltd. may be deemed to be a control person to the
Company.
Pursuant to the agreement terminating the employment of Mr. Toledano as
the Company's President and Chief Operating Officer in October 1995, Mr.
Toledano executed a Covenant Not to Compete Agreement with the Company. Pursuant
to the terms of the Covenant Not to Compete, Mr. Toledano agreed that for a
period of five (5) years he would not directly or indirectly compete with the
Company in connection with the exploration for oil and gas in the State of
Israel, the territorial waters off Israel or the territories currently under
control of the State of Israel. In consideration for the Covenant Not To
Compete, the Company paid to Mr. Toledano the sum of $200,000. The Company also
entered into a Consulting Agreement with Natural Resources Exploration Services
B.V., a Netherlands corporation controlled by Mr. Toledano. Pursuant to the
Consulting Agreement between the Company and Natural Resources Exploration
Services B.V., the Company paid a lump sum payment of $72,000 to Natural
Resources Exploration Services B.V. to provide the services of Mr. Toledano to
the Company through June 23, 1997.
In July of 1995 the Company formalized its existing oral consulting
agreement with Dr. Joseph Elmaleh and entered into a written Consulting
Agreement for the payment to Dr. Elmaleh of an annual fee of $99,000 payable in
equal monthly installments of $8,250. The expiration of the term of the
Consulting Agreement commenced August 1, 1995 and was to expire July 31, 1997.
Under the terms of a Termination Agreement made on April 17, 1996, Dr. Elmaleh
resigned as the Chairman of the Board, Chief Executive Officer and a director of
Isramco and its subsidiaries, the Company terminated the 1995 Consulting
Agreement with Dr. Elmaleh and (i) paid to him the sum of $123,750 representing
the balance of unpaid consulting fees; (ii) paid to him the sum of $270,000 for
a non-compete agreement for a term of three (3) years in connection with the
exploration for oil and gas in the State of Israel, the territorial waters off
Israel or the territories currently under control of the State of Israel. The
Company also purchased from Southern Shipping and Energy Inc. (a company
controlled by Dr. Elmaleh) 292,675 shares of the common stock of the Company
held by Southern Shipping and Energy Inc. for a purchase price of $208,238.
In March 2000, each of Messrs. Tsuff and Maimon were granted five
year options to purchase up to 69,995 shares of the Company's common stock at an
exercise price per share of $4.28.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") requires the Company's executive officers, directors and
persons who beneficially own more than 10% of a registered class of the
Company's equity securities (collectively, the "Reporting Persons") to file
certain reports regarding ownership of, and transactions in, the Company's
securities with the Securities and Exchange Commission (the "SEC"). These
officers, directors and stockholders are also required by SEC rules to furnish
the Company with copies of all Section 16(a) reports that they file with the
SEC.
<PAGE>
9
PROPOSAL NO. 1
Election of Directors
The Board of Directors of the Company currently consists of five (5)
members. The five persons named below have been nominated by the Board of
Directors for election to hold office until the next annual meeting and until
their successors are elected and have been qualified.
It is the intention of the persons named in the accompanying proxy
to vote FOR the election of the persons named below as directors of the Company,
unless authority to do so is withheld. Proxies cannot be voted for a greater
number of persons than the nominees named. If events not now known or
anticipated make any of the nominees unwilling or unable to serve, the proxies
will be voted (in the discretion of the holders of such proxies) for other
nominees not named herein in lieu of those unwilling or unable to serve. The
Board of Directors is not aware of any circumstances likely to cause any nominee
to become unavailable for election.
Information Concerning Directors, Director Nominees and Executive Officers
The following table sets forth the name, age and position of each
Director and Director nominee:
Name Age Position
---- --- --------
Haim Tsuff ........................ 42 Chairman of the Board, Chief
Executive Officer and Director
Jackob Maimon ..................... 44 President, Director
Tina Maimon Arckens ............... 46 Director, Secretary
Avihu Ginzberg .................... 74 Director
Linda Canina ...................... 46 Director
All officers serve until the next annual meeting of directors and until
their successors are elected and qualified.
Haim Tsuff has been a director of the Company since January 1996 and the
Chairman of the Board of Directors and Chief Executive Officer since May 1996.
Mr. Tsuff is the sole director and owner of United Kingsway Ltd. and Chairman of
YHK General Manager Ltd. (which entity effectively controls Equital Ltd., JOEL
Ltd., Naphtha, Naphtha Holdings Ltd., public companies in Israel) and may be
deemed to control the Company. During the past five years, Mr. Tsuff has served
as General Manager of Painton Chemical Industries Ltd., a private company, which
produces printed material. Mr. Tsuff is also the Managing Director of Y. Habaron
Ltd. (real estate), Painton Chemical Factors Ltd. (printed material), Madad Ltd.
(printed material), Benfica Holdings Ltd. (construction) and Benfica Ltd.
(construction), all of which are private companies. See Security Ownership of
Certain Beneficial Owners.
Jackob Maimon has been President of the Company since November of 1999.
Mr. Maimon is the Chairman of the Board of Directors of Naphtha Israel Petroleum
Corporation Ltd. ("Naphtha") an Israeli entity, which holds indirectly through
Naphtha Holdings, Ltd. Another
<PAGE>
10
Israeli entity, over 50% of the issued and outstanding stock of the Company. Mr.
Maimon has held the position at Naphtha since August 1996. Mr. Maimon is the
brother of Tina Maimon Arckens, a director of the Company.
Tina Maimon Arckens has been a director of the Company since March 1997
and Secretary of the Company since July 14, 1998. Mrs. Arckens is a director of
YHK General Manager Ltd. Mrs. Arckens is the sister of Jackob Maimon, the
Chairman of the Board of Directors of Naphtha Israel Petroleum Corp. Ltd. Mrs.
Maimon Arckens is a housewife.
Linda Canina has been a director of the Company since December 1997. From
1993 to the present Dr. Canina has held the position of Professor of Finance at
Cornell University, Ithaca, New York. From August 1996 through July 1998 Dr.
Canina also held the position of Visiting Assistant Professor of Finance at the
Recanati School of Business in Tel Aviv, Israel. From July 1992 - January 1993
Dr. Canina was a Research Fellow, Johnson Graduate School of Management, Cornell
University.
Avihu Ginzburg has been a director of the Company since July 1997. Dr.
Ginzburg is currently Emeritus Professor in Geophysics at Tel Aviv University.
In 1996 he was Visiting Professor in Exploration Geophysics at Curtin
University, Perth, Western Australia; and, Research Fellow at the Department of
Geological Sciences, University College, London. From 1992 - 1995 Dr. Ginzburg
held the position of Chairman of Geophysics and Planetary Science at Tel Aviv.
Except as noted above, there are no family relationships between any
of the above executive officers, and there is no arrangement or understanding
between any of the above executive officers and any other person pursuant to
which he was selected as an officer. Each of the above executive officers was
elected by the Board of Directors to hold office until the next annual election
of officers and until his successor is elected and qualified or until his
earlier resignation or removal.
The following individuals are not Directors or Director nominees,
but serve as Executive Officers of the Company or its subsidiaries.
Name Age Position
---- --- --------
Daniel Avner 38 Vice President
Yossi Levy 48 Branch Manager, Israel Branch
Pinchas Pinchas 46 Chief Controller, Israel
Daniel Avner has been President of the Company from July 1997 through
October 1999, whereupon he resigned. Upon his resignation from the position of
president, Mr. Avner was elected in October 1999 as Vice President. On July 9,
1998, Mr. Avner resigned as director and as Secretary of the Company, positions
which he has held since May 1996. Since 1992, Mr. Avner has been the General
Manager of E.D.R. GMBH Co., a company that engages in investment, development
and management of residential property in Germany. From 1991 to 1992 Mr. Avner
was a Financial Analyst with Proctor & Gamble Company in Germany. Mr. Avner
holds a BA Degree in Accounting and Economics from the University of Tel Aviv
and a Masters of Business Administration from Duke University.
<PAGE>
11
Yossi Levy has been Branch Manager of the Company's Branch Office in
Israel since August 1996. Since 1988 Mr. Levy has held the position of General
Manager of Naphtha - Israel Petroleum Corp. Ltd. (Naphtha), a public company in
the oil and gas business in Israel. Since 1995.
Pinchas Pinchas has been the Chief Controller of the Company's
Israel Branch since December 31, 1997. Mr. Pinchas serves as the Controller of
Naphtha (which holds 100% of Naphtha Holdings Ltd., which company holds 50.2% of
the outstanding common stock of the Company and also as controller of J.O.E.L.
(which holds approximately 87% of Naphtha).
Board Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF ALL OF
THE NOMINEES TO THE BOARD OF DIRECTORS.
PROPOSAL NO. 2
Ratification of Independent Public Accountants
The Board of Directors has appointed the firm of KPMG LLP, as
independent auditors to audit the Company's consolidated financial statements
for the fiscal year ending December 31, 2000, subject to ratification by the
Company's stockholders. A representative of KPMG LLP is expected to attend the
Annual Meeting and will be available to respond to appropriate questions. Such
representative also will have the opportunity, if desired, to make a statement
to the stockholders.
Board Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT AUDITORS.
OTHER MATTERS
Management does not intend to present to the meeting any matters
other than matters referred to herein, and as of this date Management does not
know of any matter that will be presented by other persons named in the attached
proxy to vote thereon in accordance with their best judgment on such matters.
STOCKHOLDER PROPOSALS
Under the rules of the SEC, proposals of stockholders intended to be
presented at the 2001 Annual Meeting of Stockholders must be made in accordance
with the By-laws of the Company and received by the Company, at its principal
executive offices, for inclusion in the Company's proxy statement for that
meeting, no later than April 1, 2001. The Company's Board of Directors will
review any stockholder proposals that are filed as required and will determine
whether such proposals meet applicable criteria for inclusion in its 2001 proxy
statement.
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12
ANNUAL AND QUARTERLY REPORTS
Enclosed is the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999, including audited financial statements, and the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
Such Annual Report on Form 10-K and Quarterly Report on Form 10-Q do not form
any part of the material for the solicitation of proxies.
SOLICITATION OF PROXIES
The Company will pay the cost of the solicitation of proxies.
Solicitation of proxies may be made in person or by mail, telephone, or telecopy
by directors, officers, and employees of the Company. The Company may also
engage the services of others to solicit proxies in person or by telephone or
telecopy. In addition, the Company may also request banking institutions,
brokerage firms, custodians, nominees, and fiduciaries to forward solicitation
material to the beneficial owners of Common Stock held of record by such
persons, and the Company will reimburse such persons for the costs related to
such services.
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13
ISRAMCO, INC.
11767 Katy Freeway,
Houston, Texas 77079
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
FOR THE ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 24, 2000
The undersigned hereby constitutes and appoints HAIM TSUFF AND J.
MONROE CUTLER, and each of them, with full power of substitution, attorneys and
proxies to represent and to vote all the shares of common stock, par value $.001
per share, of ISRAMCO, INC., that the undersigned would be entitled to vote,
with all powers the undersigned would possess if personally present, at the
Annual Meeting of Stockholders of ISRAMCO, INC., to be held on October 24, 2000,
and at any adjournment thereof, on the matters set forth on the reverse side and
such other matters as may properly come before the meeting.
1. ELECTION OF DIRECTORS. Nominees: HAIM TSUFF, JACKOB MAIMON,
TINA ARCKENS MAIMON, LINDA CANINA and AVIHU GINZBERG (Mark
only one of the following boxes.)
VOTE FOR all nominees listed above, except vote withheld
as to the following nominees (if any): _________________
VOTE WITHHELD from all nominees.
2. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP, AS THE
COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2000.
FOR AGAINST ABSTAIN
3. In their discretion, upon any other business that may properly
come before the meeting or any adjournment thereof.
(Continue and sign on other side)
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14
(Continued from other side)
The shares of Common Stock represented by this proxy will be voted
in accordance with the foregoing instructions. In the absence of any
instructions, such shares will be voted for the election of the nominees listed
in Proposal No. 1 and for Proposal No. 2 and will be voted in the discretion of
the proxies on such other matters as may properly come before the Annual
Meeting.
The undersigned acknowledges receipt of the accompanying Proxy
Statement dated October 24, 2000.
Dated: ____________________, 2000
_________________________________________
_________________________________________
Signature of Shareholder(s)
(When signing as attorney, trustee,
executor, administrator, guardian,
corporate officer, etc., please give full
title. If more than one trustee, all
should sign. Joint owners must each
sign.)
Please date and sign exactly as name
appears above.
I plan I do not plan
to attend the Annual Meeting.
