<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
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:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
AMERICAN OIL AND GAS CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
THOMAS W. POUNDS
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $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 transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/ / 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:
- --------------------------------------------------------------------------------
- ---------------
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE> 2
[LOGO] AMERICAN OIL AND GAS CORPORATION
April 11, 1994
Dear Stockholder:
You are cordially invited to attend the 1994 Annual Meeting of
Stockholders of American Oil and Gas Corporation to be held at the Doubletree
Hotel, 400 Dallas Street, Houston, Texas, on May 19, 1994 at 1:30 p.m., Houston
time.
At the Annual Meeting, you will be asked to consider and vote upon (i) the
election of eight directors, (ii) the approval of the appointment of independent
public accountants of the Company and (iii) such other business as may properly
come before the Annual Meeting or any adjournment thereof.
We hope you will find it convenient to attend in person. Whether you
expect to attend, to assure representation of your shares at the Annual Meeting
and the presence of a quorum, please date, sign and mail promptly the enclosed
proxy in the return envelope provided.
Sincerely,
/s/ DAVID M. CARMICHAEL
David M. Carmichael
Chairman of the Board and
Chief Executive Officer
<PAGE> 3
AMERICAN OIL AND GAS CORPORATION
333 CLAY STREET, SUITE 2000
HOUSTON, TEXAS 77002
------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 19, 1994
------------------------------------
Notice is hereby given that the Annual Meeting of Stockholders of American
Oil and Gas Corporation (the "Company") will be held at the Doubletree Hotel,
400 Dallas Street, Houston, Texas, on May 19, 1994 at 1:30 p.m., Houston time,
for the following purposes:
1. To elect a board of eight directors to serve until the next Annual
Meeting of Stockholders or until their successors are elected and
qualified;
2. To approve the appointment of Arthur Andersen & Co. as independent
public accountants of the Company for the year ending December 31, 1994;
and
3. To consider and act upon such other business as may properly be
presented at the Annual Meeting or any adjournment thereof.
A record of stockholders has been taken as of the close of business on
March 24, 1994. Only stockholders of record on that date are entitled to notice
of and to vote at the Annual Meeting and any adjournment thereof.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING
REGARDLESS OF THE NUMBER OF SHARES YOU HOLD AND WHETHER OR NOT YOU ARE
PERSONALLY ABLE TO ATTEND. ACCORDINGLY, PLEASE SIGN AND DATE THE ENCLOSED PROXY
AND RETURN IT AS SOON AS POSSIBLE IN THE ENCLOSED ENVELOPE PROVIDED FOR YOUR
CONVENIENCE.
By Order of the Board of Directors,
/s/ THOMAS W. POUNDS
Thomas W. Pounds
Secretary
<PAGE> 4
AMERICAN OIL AND GAS CORPORATION
333 CLAY STREET, SUITE 2000
HOUSTON, TEXAS 77002
------------------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
MAY 19, 1994
------------------------------------
GENERAL INFORMATION
This Proxy Statement and the enclosed form of proxy are being mailed to
stockholders, commencing on or about April 11, 1994, in connection with the
solicitation by the Board of Directors of American Oil and Gas Corporation (the
"Company") of proxies to be voted at the Annual Meeting of Stockholders ("Annual
Meeting") to be held in Houston, Texas on May 19, 1994 and at any adjournment
thereof. The Company will bear all costs relating to the solicitation of proxies
and will reimburse brokers or other persons holding stock in their names or in
the names of their nominees for their reasonable expenses in forwarding proxy
material to beneficial owners of stock.
At the Annual Meeting, the Company's stockholders will be asked to consider
and vote upon proposals to (i) elect a board of eight directors to serve until
the next Annual Meeting of Stockholders or until their successors are elected
and qualified, (ii) approve the appointment of Arthur Andersen & Co. as
independent public accountants of the Company for the year ending December 31,
1994 and (iii) consider and act upon such other business as may properly be
presented at the Annual Meeting or any adjournment thereof.
The principal executive offices of the Company are located at 333 Clay
Street, Suite 2000, Houston, Texas 77002 (telephone 713/739-2900).
DATE, TIME AND PLACE OF ANNUAL MEETING
The Annual Meeting will be held on May 19, 1994 at 1:30 p.m., Houston time,
at the Doubletree Hotel, 400 Dallas Street, Houston, Texas.
RECORD DATE; VOTING
The close of business on March 24, 1994 has been fixed by the Board of
Directors of the Company as the record date for the determination of the
stockholders of the Company entitled to notice of, and to vote at, the Annual
Meeting and any adjournment thereof. On such date, there were issued and
outstanding 25,894,395 shares of the Company's common stock, $.04 par value per
share (the "Common Stock"). The presence, in person or by proxy, of the holders
of a majority of the shares outstanding and entitled to vote will constitute a
quorum at the Annual Meeting.
The matters to be voted on at the Annual Meeting are required to be
approved by the holders of a majority of the shares of Common Stock voting in
person or by proxy at the Annual Meeting. The holders of Common Stock are
entitled to one vote per share on each of the matters to be voted on at the
Annual Meeting. In connection with the Company's acquisition of the natural gas
pipeline business of Cabot Corporation ("Cabot") on November 13, 1989, the
Company and Cabot entered into a Standstill and Registration Rights Agreement
(the "Standstill Agreement"). Pursuant to the Standstill Agreement, Cabot is
required to vote its shares of Common Stock for the election of the nominees to
the Board of Directors of the
1
<PAGE> 5
Company in the same proportion as the remaining outstanding shares of Common
Stock are voted. See "Compensation Committee Interlocks and Insider
Participation; Certain Relationships and Related Transactions" for a detailed
description of the Standstill Agreement.
The execution of a proxy will not affect a stockholder's right to attend
the Annual Meeting and vote in person. A stockholder who has given a proxy may
revoke it at any time before it is exercised at the Annual Meeting. A proxy may
be revoked by delivery to the Secretary of the Company of a written notice
stating the proxy is revoked, by execution of a proxy bearing a later date or by
attendance at the Annual Meeting and voting in person.
All shares of Common Stock represented at the Annual Meeting by valid
proxies will be voted in accordance with the instructions contained in such
proxies. If a proxy is signed, dated and returned without indication as to how
the stockholder desires the shares to be voted, such shares will be voted in
favor of Proposals 1 and 2 as set forth herein at the Annual Meeting. If any
other business is brought before the Annual Meeting, the shares represented by
proxies will be voted in accordance with the judgment and discretion of the
persons voting them with respect to (i) matters, which are not currently known
by the Company and the Board of Directors, that may be presented by the
stockholders and (ii) matters incident to the conduct of the meeting including
approval of the minutes of the prior annual meeting of stockholders; provided,
however, that the person voting shall not in any event have the discretion to
vote for the election of any person to any office of the Company for which a
nominee is not named in this Proxy Statement.
In accordance with Delaware law, a stockholder entitled to vote for the
election of directors can withhold authority to vote for all nominees for
directors or can withhold authority to vote for certain nominees for directors.
Abstentions from either the proposal to approve the appointment of auditors or
the proposal to elect directors are treated as votes against the particular
proposal. Broker non-votes on the proposal to approve the appointment of
auditors or on the election of directors are treated as shares as to which
voting power has been withheld by the beneficial holders of those shares and,
therefore, as shares not entitled to vote on the proposal as to which there is
the broker non-vote.
PROXY SOLICITATION
In addition to the solicitation of proxies by mail, proxies may be
solicited by telephone, facsimile transmissions or personal interviews by
officers and regular employees of the Company. Officers and employees of the
Company will be specially compensated for soliciting proxies. The Company may
also engage solicitation agents to solicit proxies. The Company will bear all
costs relating to the solicitation of proxies and will reimburse brokers or
other persons holding stock in their names or in the names of their nominees for
their reasonable expenses in forwarding proxy material to beneficial owners of
stock.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
No person (or "group" within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934) is known to the Company to have beneficially
owned on March 24, 1994, more than 5% of the Common Stock entitled to vote at
any meeting of stockholders of the Company other than as indicated in the
following table:
SHARES OF COMMON STOCK BENEFICIALLY OWNED AT MARCH 24, 1994
<TABLE>
<CAPTION>
PERCENT
NAME AND ADDRESS OF NUMBER OF OF
BENEFICIAL OWNER SHARES CLASS
----------------------------------------------- ------------- --------
<S> <C> <C>
Cabot Corporation 10,298,270(1) 37.8%(2)
75 State Street
Boston, Massachusetts 02109-1806
The Prudential Insurance 2,114,500(3) 7.8%(4)
Company of America ("Prudential")
751 Broad Street
Newark, New Jersey 07102-3777
</TABLE>
(See notes on following page)
2
<PAGE> 6
- ---------------
(1) Comprised of (i) 8,931,818 shares of Common Stock owned of record by Cabot,
which represents approximately 34.5% of the outstanding shares of Common
Stock of the Company and (ii) 1,366,452 shares of Common Stock issuable upon
the exercise of warrants held by Cabot.
(2) Assumes (i) exercise of all warrants to acquire additional shares of Common
Stock held by Cabot and (ii) no exercise of warrants to acquire additional
shares of Common Stock held by any other person.
(3) Comprised of (i) 954,500 shares of Common Stock owned by Prudential, which
represents approximately 3.7% of the outstanding shares of Common Stock of
the Company, as reported as beneficially owned on Schedule 13G and (ii)
1,160,000 shares of Common Stock issuable upon the exercise of warrants held
by Prudential.
(4) Assumes (i) exercise of all warrants to acquire additional shares of Common
Stock held by Prudential and (ii) no exercise of warrants to acquire
additional shares of Common Stock held by any other person.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of March 24, 1994 concerning
the shares of Common Stock beneficially owned by (i) each of the directors and
nominees of the Board of Directors of the Company, (ii) each of the executive
officers of the Company named in the Summary Compensation Table and (iii) all
directors and executive officers as a group:
SHARES OF COMMON STOCK BENEFICIALLY OWNED AT MARCH 24, 1994 (1)
<TABLE>
<CAPTION>
PERCENT
NUMBER OF OF
NAME OF BENEFICIAL OWNER POSITIONS SHARES CLASS
- --------------------------------- -------------------------------- --------- ----
<S> <C> <C> <C>
Edward H. Austin Jr. Director 312,949(2) 1.2%
Samuel W. Bodman Director 157,141(3)(4) *
David M. Carmichael Chairman of the Board and Chief 639,660(5) 2.4%
Executive Officer
William P. Conner Director and Executive Vice 343,324(6) 1.3%
President
C. Wendell Creamer Senior Vice President, 58,500(7) *
Operations and Engineering
John D. Curtin Jr. Director -0-(3) *
Daniel L. Dienstbier Director, President and Chief 400,000(8) 1.5%
Operating Officer
Donald L. Evans Director 1,000 *
Michael T. Fadden
150,000(9) *
Thomas W. Pounds Senior Vice President, General 62,898(10) *
Counsel and Secretary
Edward Randall III Director 560,756(11) 2.2%
All directors and executive
officers as a group (15
persons)
2,596,461(12) 9.7%
</TABLE>
- ---------------
(1) Except as otherwise indicated, each director or executive officer has sole
voting and investment power with respect to the shares owned. Percentages
are rounded to the nearest one-tenth of one percent. An asterisk indicates
the percentage is less than 1.0%.
(2) Includes (i) 164,361 shares of Common Stock owned by a family partnership
of which Mr. Austin is the sole managing general partner and (ii) 7,017
shares of Common Stock owned indirectly by Mr. Austin through his mother.
Mr. Austin is a principal of Austin, Calvert & Flavin, Inc. and disclaims
beneficial ownership of all shares in which Austin, Calvert & Flavin, Inc.
has shared voting and investment power.
(3) Messrs. Bodman and Curtin are senior executive officers of Cabot.
(4) Includes 15,714 shares of Common Stock held in trust for Mr. Bodman's
children as to which Mr. Bodman and his brother act as trustees and share
voting and investment power. Mr. Bodman disclaims beneficial ownership of
the shares held in trust for his children.
(Notes continued on following page)
3
<PAGE> 7
(5) Includes 290,000 shares of Common Stock that Mr. Carmichael has the right
to acquire within 60 days of March 24, 1994 pursuant to the exercise of
stock options and 50,000 shares of restricted stock awarded to Mr.
Carmichael under the Company's Stock Incentive Plan with respect to which
he has sole voting power. Restrictions will be removed from 25,000 shares
of restricted stock on September 15, 1994 and from the remainder on
September 15, 1995, assuming Mr. Carmichael remains an officer or director
of the Company until such dates.
(6) Includes 70,000 shares of Common Stock that Mr. Conner has the right to
acquire within 60 days of March 24, 1994 pursuant to the exercise of stock
options. Does not include 28,700 shares owned by Mr. Conner's children for
which Mr. Conner disclaims beneficial ownership.
(7) Includes 57,500 shares of Common Stock that Mr. Creamer has the right to
acquire within 60 days of March 24, 1994 pursuant to the exercise of stock
options.
(8) Includes 250,000 shares of Common Stock that Mr. Dienstbier has the right
to acquire within 60 days of March 24, 1994 pursuant to the exercise of
stock options and 75,000 shares of restricted stock with respect to which
he has sole voting power. Restrictions will be removed from the restricted
stock on October 28, 1994, assuming Mr. Dienstbier is employed by the
Company on such date, or such earlier date as elected by Mr. Dienstbier in
the event of a "change in control" of the Company or upon his termination
without cause.
(9) Includes 150,000 shares of Common Stock that Mr. Fadden has the right to
acquire within 60 days of March 24, 1994 pursuant to the exercise of stock
options. Mr. Fadden resigned from all positions with the Company effective
August 31, 1993 and currently serves as consultant to the Company.
(10) Includes 52,500 shares of Common Stock that Mr. Pounds has the right to
acquire within 60 days of March 24, 1994 pursuant to the exercise of stock
options.
(11) Includes a total of 416,920 shares of Common Stock held by family trusts in
which Mr. Randall, as trustee, exercises sole voting and investment power.
Mr. Randall disclaims beneficial ownership of the shares held by the family
trusts.
(12) Includes an aggregate of 770,833 shares of Common Stock that the executive
officers of the Company have the right to acquire within 60 days of March
24, 1994 pursuant to the exercise of stock options.
4
<PAGE> 8
PROPOSAL 1:
ELECTION OF DIRECTORS OF THE COMPANY
At the Annual Meeting, eight nominees are to be elected to the Board of
Directors. Two of the nominees are to be elected pursuant to the Standstill
Agreement with Cabot, as more fully described under the caption "Compensation
Committee Interlocks and Insider Participation; Certain Relationships and
Related Transactions." Each director is to hold office until the next Annual
Meeting of Stockholders or until his successor has been elected and qualified.
The persons named in the accompanying proxy have been designated as nominees to
the Board of Directors and, unless authority is withheld, the persons named as
proxies intend to vote for the election of the nominees named below to the Board
of Directors. If any nominee should become unavailable for election, the proxy
may be voted for a substitute nominee selected by the persons named in the proxy
or the Board of Directors may be reduced accordingly; however, the Board of
Directors is not aware of any circumstances likely to render any nominee
unavailable for election.
NAMES AND BUSINESS EXPERIENCE OF THE NOMINEES
The following table sets forth information concerning the eight nominees
for election as directors at the 1994 Annual Meeting, including the business
experience of each during the past five years:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
NAME DURING PAST FIVE YEARS AGE SINCE
- ------------------------------ --------------------------------------------- ---- --------
<S> <C> <C> <C>
Edward H. Austin Jr. Principal of Austin, Calvert & Flavin, Inc., 52 1987
an investment counseling firm. Mr. Austin
also serves as a director of Security
Capital Industrial Trust.
Samuel W. Bodman Chairman of the Board of Cabot Corporation 55 1989
since October 1988; Chief Executive Officer
of Cabot Corporation since February 1988;
President of Cabot Corporation since
February 1991 and from January 1987 to
October 1988. Mr. Bodman also serves as a
director of Cabot Oil & Gas Corporation,
John Hancock Mutual Life Insurance Company
and Westvaco Corporation.
David M. Carmichael Chairman of the Board and Chief Executive 55 1986
Officer of the Company since 1986. Mr.
Carmichael served as President of the
Company until October 1993.
William P. Conner Executive Vice President since October 1993. 52 1986
Prior to October 1993, Mr. Conner had been
Senior Vice President, Chief Financial
Officer and Treasurer of the Company since
1986.
John D. Curtin Jr. Executive Vice President of Cabot Corporation 61 1992
since July 1989; Chief Financial Officer of
Cabot Corporation from July 1989 to October
1992; President and Chief Executive Officer
of Curtin & Co., Incorporated from 1974 to
June 1989. Mr. Curtin also serves as a
director of Cabot Corporation, Imperial
Holly Corporation and Augap Inc.
</TABLE>
(Table continued on following page)
5
<PAGE> 9
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
NAME DURING PAST FIVE YEARS AGE SINCE
- ------------------------------ --------------------------------------------- ---- --------
<S> <C> <C> <C>
Daniel L. Dienstbier President and Chief Operating Officer since 53 1993
October 1993; President and Chief Operating
Officer of Arkla, Inc., from July 1992 to
September 1993; President of Jule, Inc.
(private consulting firm) from February
1991 to June 1992; President and Chief
Executive Officer of Dyco Petroleum Corp.
from February 1988 to February 1991.
Donald L. Evans Chairman of the Board and Chief Executive 47 1993
Officer of Tom Brown, Inc. since 1990;
Chief Executive Officer of Tom Brown, Inc.
from 1985 to 1990. Mr. Evans also serves as
a director of TMBR/Sharp Drilling, Inc.
Edward Randall III Private investor since July 1990; Partner, 67 1988
Duncan, Cook & Co. from 1985 to 1990. Mr.
Randall also serves as a director of
PaineWebber Group, Inc. and Enron Oil & Gas
Company.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION
OF EACH OF THE NOMINEES NAMED ABOVE.
BOARD ORGANIZATION AND MEETINGS
During 1993, the Board of Directors of the Company convened for six regular
meetings and one special meeting. No director attended fewer than 75% of the
meetings held by the Board of Directors and the committees of which he was a
member during 1993.
Audit Committee. Messrs. Austin (Chairman) and Randall comprise the Audit
Committee of the Board of Directors. The Audit Committee, which met on four
occasions during 1993, assists the Board of Directors in reviewing the
accounting and reporting practices of the Company. The Audit Committee meets
with the Company's auditors to discuss matters pertaining to the audit and any
other matters which the Audit Committee or the auditors may wish to discuss.
Compensation Committee. Messrs. Randall (Chairman), Bodman and Evans
comprise the Compensation Committee of the Board of Directors. The Compensation
Committee's function is to review and recommend to the Board of Directors the
compensation of the Company's executive officers. The Compensation Committee met
on two occasions during 1993.
Stock Awards Committee. Messrs. Randall (Chairman), Bodman and Evans
comprise the Stock Awards Committee of the Board of Directors. The Stock Awards
Committee's function is to administer the Stock Incentive Plan. No formal Stock
Awards Committee meetings were held during 1993. On May 19, 1993, the functions
of the Stock Awards Committee were assumed by the Compensation Committee.
COMPENSATION OF DIRECTORS
Members of the Board of Directors who are not employees of the Company are
entitled to receive $500 for each board and committee meeting attended and an
annual retainer of $15,000. The Company paid aggregate compensation of $102,721
to directors during 1993. All directors are reimbursed for reasonable travel and
lodging expenses incurred to attend meetings.
6
<PAGE> 10
COMPENSATION COMMITTEE REPORT
ON
EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of American Oil and
Gas Corporation (the "Committee") is pleased to present its report on executive
compensation. This Committee report documents the components of the Company's
executive compensation programs and describes the basis on which 1993
compensation determinations were made by the Committee with respect to the
executive officers of the Company, including the executive officers that are
named in the compensation tables.
COMPENSATION PHILOSOPHY AND OVERALL OBJECTIVES OF EXECUTIVE COMPENSATION
PROGRAMS
It is the philosophy of the Company to ensure that executive compensation
be directly linked to continuous improvements in corporate performance and
increases in stockholder value. The following objectives have been adopted by
the Committee as guidelines for compensation decisions:
- Provide a competitive total compensation package that enables the Company
to attract and retain key executives.
- Integrate all pay programs with the Company's annual and long-term
business objectives and strategy, and focus executive behavior on the
fulfillment of those objectives.
- Provide variable compensation opportunities that are directly linked with
the performance of the Company and that align executive remuneration with
the interests of stockholders.
The Committee regularly reviews the Company's compensation program and
consults with outside compensation experts to ensure that all pay levels and
incentive opportunities are competitive and reflect the performance of the
Company. In 1993, Hewitt Associates was engaged as the Committee's outside
compensation experts. Beginning in 1994, annual compensation received by an
executive officer that is in excess of $1 million will generally not be
deductible for federal income tax purposes. The Compensation Committee considers
the impact of this limitation when determining executive compensation levels.
Currently, only one of the Company's executive officers is expected to receive
compensation in excess of $1 million during 1994.
COMPENSATION PROGRAM COMPONENTS
The Company's executive compensation system is basically comprised of base
salary, bonus compensation and stock incentives. The Committee generally uses
salary survey data supplied by outside consultants such as Hewitt Associates in
determining a competitive compensation range for each position. The companies
with which compensation comparisons were made in 1993 include some, but not all,
of the companies in the Industry Peer Group (see "Performance Graph" for a list
of the companies selected by the Company as its Industry Peer Group).
Base Salary. Base pay levels have been largely determined through
comparisons with companies of similar size in the natural gas industry. Base pay
levels for the Company's executive officers are generally near the average base
pay of the executive officers of the comparable companies reflected in the
survey data.
Annual Bonus Awards. The Company's officers participate in an annual bonus
program. Awards are based to a significant extent on the attainment of certain
earnings per share goals, but are also based upon the attainment of other
financial objectives and of system growth. In particular, the plan aims to focus
corporate behavior on consistent and steady improvement, including improvement
in management of acquired systems. The Committee establishes targeted bonus
awards for the executive officers of the Company under this plan in amounts
which are consistent with targeted awards of comparable companies. Actual awards
are subject to adjustment on the basis of the Company's performance and at the
discretion of the Committee. For 1993, the Company's financial performance, as
measured by earnings per share, was below that achieved for 1992 and lower than
management expectations. Despite increases in both volumes and revenues over
1992, earnings were negatively impacted by low natural gas liquids prices and
volatile natural gas prices. Because of favorable
7
<PAGE> 11
contract renegotiations, natural gas margins improved significantly during the
fourth quarter of 1993; however, such improvements were offset by continued weak
natural gas liquids prices. Accordingly, and consistent with the recommendation
of senior management, no bonuses were awarded by the Committee in 1993 under the
annual bonus program.
Stock Incentive Plan. The Committee strongly believes that by providing the
executives who have substantial responsibility for the day-to-day management and
growth of the Company with continuing and consistent opportunities to increase
their ownership of Company stock, the long-term goals of such executives and the
interests of shareholders will be closely aligned. Under the Company's Stock
Incentive Plan, executive officers of the Company are eligible to receive awards
of stock options, stock appreciation rights and restricted stock, although no
stock appreciation rights have been awarded. Stock options and restricted stock
have been granted with a view to equity incentive programs of companies of
similar size and industry activity as the Company, and in consultation with
outside compensation experts. The Committee has emphasized relatively infrequent
but substantial awards of stock options and restricted stock as levels of
Company growth have been achieved, rather than more frequent, lock-step awards
issued without emphasis on results. During 1993, the Committee made certain
awards of non-qualified stock options to officers whose prior awards were not
comparable to levels of awards to other officers with similar responsibilities.
The Committee's analysis of awards under the Stock Incentive Plan to Mr.
Carmichael and Mr. Dienstbier are discussed below.
Termination Agreements. The named executive officers, except for Messrs.
Carmichael, Dienstbier and Fadden, are subject to a termination agreement
whereby they receive an amount equal to two years' base salary in the event the
named executive officer is terminated without cause.
DISCUSSION OF 1993 COMPENSATION FOR THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
In considering the compensation for the Chairman and Chief Executive
Officer, Mr. David M. Carmichael, for 1993, the Committee reviewed his existing
compensation arrangements and both Company and individual performances. As
indicated in the discussion above, the Company's executive compensation programs
are based in part on financial performance and returns to stockholders. Mr.
Carmichael's compensation in 1993 reflects (i) elimination of his bonus as
compared with 1992, in consideration of the fact that the Company's 1993
financial performance, as measured by earnings per share, was below that sought
by senior management, (ii) an award of 100,000 non-qualified options, vesting in
equal increments over a three-year period, for the purchase of the Company's
common stock at $10.1875 per share (the fair market value based upon trading
prices as of the date of grant) and (iii) an award of 50,000 shares of
restricted common stock from which the restrictions will be removed in equal
annual increments over a two-year period.
The Committee's awards of non-qualified stock options and restricted stock
to Mr. Carmichael were based upon Mr. Carmichael's contributions to the Company,
with consideration also being given to conclusions in the Hewitt Associates'
study that the base salary, bonus and annual incentives of Mr. Carmichael were
significantly below the average of the Company's competitive market. During the
period since the last award of long-term incentive compensation to Mr.
Carmichael on April 19, 1988, the Company has made substantial progress through
the acquisition of the pipeline assets of Cabot Corporation in November 1989 and
the processing assets of The Maple Gas Corporation in 1992, and through an
equity offering in 1992. In addition, although unsuccessful, the Company has
aggressively pursued other acquisition projects, and has successfully positioned
itself for substantial growth through additional acquisitions or internally
generated projects. The Committee also recognized Mr. Carmichael's contribution
in 1993 in recruiting Mr. Dienstbier as the Company's new President and Chief
Operating Officer. Although the Company has experienced a decline in earnings
during the past year, the Committee took particular note of management's success
in restructuring its contractual relationships under the difficult economic
conditions in the Company's market area which has resulted in substantial recent
improvement in both gas volume throughput and profit margins.
8
<PAGE> 12
DISCUSSION OF EMPLOYMENT OF THE PRESIDENT AND CHIEF OPERATING OFFICER
Daniel L. Dienstbier joined the Company as President, Chief Operating
Officer and a member of the Board of Directors effective October 28, 1993. Mr.
Dienstbier previously held senior management positions at Northern Natural Gas,
Enron Corporation and, most recently, Arkla, Inc., where he served as President
and Chief Operating Officer.
Mr. Dienstbier entered into a two year employment agreement with the
Company. The agreement provides for (i) an annual salary of $300,000, (ii) a
cash bonus of $250,000 upon commencement of his employment and an additional
$250,000 bonus after his first year of continued employment, (iii) the grant of
options for the purchase of 250,000 shares of the Company's Common Stock under
the Company's Stock Incentive Plan at an exercise price of $10.1875 per share
(the fair market value based upon trading prices as of the date of grant) and
(iv) the issuance of 150,000 shares of the Company's Common Stock under the
Stock Incentive Plan. Mr. Dienstbier paid par value for the 150,000 shares upon
commencement of his employment. One-half of such shares became fully vested on
October 28, 1993, and the remainder will be subject to repurchase by the Company
at par value until the completion of his first year of continued employment
(unless a "change of control" of the Company were to occur). The Company also
agreed, at Mr. Dienstbier's election, to purchase his Houston residence upon
termination of his employment at the greater of fair market value at such date
or Mr. Dienstbier's tax basis in the residence (approximately $410,000). Vesting
of Mr. Dienstbier's restricted stock and payment of salary and bonuses is
subject to acceleration upon (a) a change in control of the Company, (b) a sale
of a majority in gross value of the assets of the Company in a twelve-month
period or (d) his termination from employment without cause.
SUMMARY
After its review of all existing programs, the Committee continues to
believe that the total compensation program for executives of the Company is
competitive with the compensation programs provided by other corporations with
which the Company competes both generally and in its industry. The Committee
believes that any amounts paid under the annual bonus plan will be appropriately
related to corporate and individual performance, yielding awards that are
directly linked to the annual financial and operational results of the Company,
and the interests of stockholders. The Committee also believes that the stock
option program provides opportunities to executive officers consistent with the
returns that are generated on the behalf of the Company's stockholders.
COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
Edward Randall III Chairman
Samuel W. Bodman
Donald L. Evans
9
<PAGE> 13
PERFORMANCE GRAPH
The following performance graph compares the performance of the Company's
Common Stock to the Standard & Poors 500 Index and to a Company-determined
Industry Peer Group index. This Industry Peer Group is comprised of the Company,
Associated Natural Gas Corporation, K N Energy, Inc., Mitchell Energy &
Development Corp., Tejas Gas Corporation, Tejas Power Corporation, Valero
Natural Gas Partners, L.P. and Western Gas Resources, Inc. The graph assumes
that $100 was invested on December 31, 1988 in the Company's Common Stock and in
each index and that all dividends were reinvested.
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
<TABLE>
<CAPTION>
MEASUREMENT PERIOD S&P 500 IN- INDUSTRY PEER
(FISCAL YEAR COVERED) THE COMPANY DEX GROUP INDEX
<S> <C> <C> <C>
1988 100 100 100
1989 144 132 174
1990 161 128 159
1991 215 166 174
1992 222 179 200
1993 198 197 271
</TABLE>
There can be no assurance that the Company's share performance will
continue into the future with the same or similar trends depicted in the graph
above. The Company will not make or endorse any predictions as to future share
performance.
The foregoing price performance comparisons shall not be deemed
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act or under the
Exchange Act, except to the extent that the Company specifically incorporates
this graph by reference, and shall not otherwise be deemed filed under such
acts.
10
<PAGE> 14
SUMMARY COMPENSATION TABLE
The following table sets forth information relating to the compensation of
the Company's Chief Executive Officer, and its five most highly compensated
executive officers, including an executive officer who resigned effective August
31, 1993.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
--------------------- ALL
ANNUAL COMPENSATION(1) RESTRICTED SECURITIES OTHER
------------------------------- STOCK UNDERLYING COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS AWARDS(5) OPTIONS SATION(2)
- ---------------------------- ---- -------- --------- -------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
David M. Carmichael 1993 $359,600 $ -- $512,500 100,000 $3,517
Chief Executive Officer 1992 359,600 46,000 -- -- 2,794
1991 336,683 115,000 -- --
Daniel L. Dienstbier(3) 1993 53,908 1,137,625 887,625 250,000 104
President and
Chief Operating Officer
Michael T. Fadden(4) 1993 194,695 -- -- -- 416
Executive Vice President 1992 259,600 30,000 -- -- 2,124
1991 235,017 75,000 -- --
William P. Conner 1993 187,725 -- -- -- 3,459
Executive Vice President 1992 184,600 20,000 -- -- 3,125
1991 174,600 50,000 -- --
C. Wendell Creamer 1993 169,600 -- -- -- 4,304
Senior Vice President, 1992 169,600 20,000 -- -- 4,809
Operations and Engineering 1991 162,933 50,000 -- --
Thomas W. Pounds 1993 165,883 -- -- -- 3,912
Senior Vice President, 1992 164,600 20,000 -- -- 3,451
General Counsel and 1991 157,933 50,000 -- --
Secretary
</TABLE>
- ---------------
(1) Does not include perquisites and other benefits which in the aggregate were
less than 10 percent of the total salary and bonus reported for each named
executive officer.
(2) For 1993, All Other Compensation consisted of (i) the Company's contribution
to each executive officer's participant account under the American Oil and
Gas Corporation 401(k) Retirement and Savings Plan (for each named executive
officer except Mr. Carmichael and Mr. Dienstbier, who did not participate in
the 401(k) Plan in 1993, and Mr. Fadden who was ineligible because of his
resignation, the amount of such contribution was $1,500) and (ii) insurance
premiums paid by the Company for term life insurance policies benefitting
the executive officer (for the named executive officers, in the order they
appear in the table, such premiums were in the amounts of $3,517, $104,
$416, $1,959, $2,804 and $2,412, respectively). Pursuant to the transitional
provisions set forth in the proxy rules, All Other Compensation is not
presented for years ended before December 15, 1992.
(3) Mr. Dienstbier was employed effective October 28, 1993. Salary reflects
partial year compensation based upon a base salary of $300,000 per year. Mr.
Dienstbier's bonus comprised (i) cash of $250,000 and (ii) the issuance of
75,000 shares of the Company's Common Stock for which Mr. Dienstbier paid
par value.
(4) Mr. Fadden resigned from the Company effective August 31, 1993. Salary
reflects partial year compensation.
(5) Dollar amounts shown equal the number of shares of resticted stock
multiplied by the stock price at the date of grant. This valuation does not
consider any diminution in value attributable to the restrictions. Mr.
Carmichael received 50,000 shares of restricted stock from which the
restrictions will be removed in equal annual increments over a period of two
years. Mr. Dienstbier received 75,000 shares of restricted stock which fully
vest on October 28, 1994 (subject to earlier vesting due to "change in
control" of the Company or termination without cause). These grants
represent all restricted stock held by named executive officers. At December
31, 1993, the fair value of the restricted stock held by Mr. Carmichael and
Mr. Dienstbier was $506,250 and $756,375, respectively. Restricted stock is
eligible for any common stock dividends declared prior to the lifting of the
restrictions, however, in recent years, the Company has not declared any
common stock dividends.
11
<PAGE> 15
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND OPTION VALUES AT DECEMBER 31, 1993
The following table shows the aggregate number of options outstanding and
the value of such options as of December 31, 1993, for the persons listed in the
Summary Compensation Table. None of the named executive officers exercised
options during 1993. As of December 31, 1993, the Company had not granted any
Stock Appreciation Rights ("SARs") under its Stock Incentive Plan.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT DECEMBER 31, IN-THE-MONEY OPTIONS AT
1993 DECEMBER 31, 1993
----------------------- -------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------- ------- ------- --------- -------
<S> <C> <C> <C> <C>
David M. Carmichael 290,000 100,000 $1,041,250 $ --
Daniel L. Dienstbier 250,000 -- -- --
Michael T. Fadden 150,000 -- 487,500 --
William P. Conner 70,000 -- 293,750 --
C. Wendell Creamer 57,500 -- 144,688 --
Thomas W. Pounds 52,500 -- 216,563 --
</TABLE>
STOCK OPTION GRANTS
The following table sets forth information relating to the grant during
1993 of the stock options and restricted stock to the persons listed in the
Summary Compensation Table. No SARs were granted in 1993.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL
----------------------------------------------------------------- REALIZABLE VALUE AT
% OF TOTAL ASSUMED ANNUAL
NUMBER OF OPTIONS RATES OF STOCK
SECURITIES GRANTED TO EXERCISE PRICE APPRECIATION
UNDERLYING EMPLOYEES OR BASE FOR OPTION TERM
OPTIONS IN FISCAL PRICE -------------------
NAME GRANTED YEAR ($/SH) EXPIRATION DATE 5%
- ---------------------- ---------- ---------- ---------- -------------------- -------------------
<S> <C> <C> <C> <C> <C>
David M. Carmichael 100,000(1) 25% $ 10.1875 September 15, 2003 $ 547,252
Daniel L. Dienstbier 250,000(2) 63% 10.1875 September 15, 2003 1,368,130
<CAPTION>
NAME 10%
- ---------------------- -------------------
<S> <C>
David M. Carmichael $ 1,442,754
Daniel L. Dienstbier 3,606,884
</TABLE>
- ---------------
(1) The options become exercisable in three cumulative annual installments as
follows: (i) one-third of the shares covered by the options on September 15,
1994, (ii) an additional one-third on September 15, 1995 and (iii) the final
one-third on September 15, 1996.
(2) All of such options vested October 28, 1993.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
For a discussion of certain employment and termination agreements with the
named executive officers of the Company see "Compensation Committee Report on
Executive Compensation -- Compensation Program Components -- Termination
Agreements" and "Discussion of Employment of the President and Chief Operating
Officer."
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION; CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
The Compensation Committee of the Board of Directors is comprised of the
following Directors:
Edward Randall III, Chairman
Samuel W. Bodman
Donald L. Evans
12
<PAGE> 16
Samuel W. Bodman is Chairman of the Board, President and Chief Executive
Officer of Cabot. Cabot, which is the beneficial owner of more than 10 percent
of the Company's Common Stock, has certain agreements, and participated in
certain transactions in 1993, with the Company as described below:
Standstill Agreement with Cabot. In connection with the November 1989
acquisition (the "Acquisition") by the Company and its wholly owned pipeline
subsidiary, American Pipeline Company, of the natural gas pipeline business of
Cabot, the Company and Cabot entered into the Standstill Agreement. The
Standstill Agreement imposes, for a period generally ending in November 1994
(the "Standstill Period"), certain restrictions on the acquisition by Cabot or
its subsidiaries of additional voting securities of the Company (other than
acquisition as a result of exercise or conversion of securities currently held
by Cabot), if the effect of the acquisition would be to increase Cabot's
ownership in the Company to a percentage ownership in excess of that in effect
immediately after the closing of the Acquisition. During the Standstill Period,
Cabot has agreed to (i) vote its shares of voting securities of the Company for
the election of the Board of Directors of the Company in the same proportion as
the remaining outstanding shares so voted, (ii) refrain from taking certain
actions as a stockholder of the Company by written consent without a meeting,
(iii) refrain from selling the voting securities of the Company held by Cabot
with certain exceptions, without first affording the Company the right to
repurchase such shares on substantially similar terms and (iv) refrain from
soliciting proxies in opposition to the recommendation of the majority of the
Company's directors. The foregoing restrictions and voting agreements will
generally not apply in the event that (a) a third party tender offer is
initiated for more than 25 percent of the Company's voting securities, (b) any
unaffiliated person or group acquires more than 20 percent of the Company's
outstanding voting securities after the closing of the Acquisition, (c) the
Company or any material subsidiary becomes insolvent, files for bankruptcy
protection or defaults on a material amount of indebtedness or (d) David M.
Carmichael ceases to serve as chief executive officer of the Company through no
action of Cabot. If Cabot undergoes a change in control (as defined in the
Standstill Agreement), the Company will have the right to purchase, on certain
terms and conditions specified in the Standstill Agreement, all or any part of
the Common Stock then owned by Cabot.
Under the provisions of the Standstill Agreement, the Company is obligated
to include in its proxy material, as nominees for election to the Board of
Directors, three individuals designated by Cabot. Samuel W. Bodman (Chairman of
the Board of Directors, President and Chief Executive Officer of Cabot) and John
D. Curtin, Jr. (Executive Vice President and Director of Cabot) are currently
members of the Board of Directors of the Company as designees of Cabot. Cabot
has the right to designate a third nominee for appointment as a director of the
Company, but has indicated to the Company that it currently has no intention to
do so.
The Standstill Agreement and certain other agreements executed in
connection with the Acquisition grant Cabot certain rights to participate in, or
in certain instances request at the Company's expense, the registration of
Common Stock under federal and state securities laws in order that Cabot may
sell Common Stock held by it in a public offering.
Basket Agreement with Cabot. The Company and Cabot entered into a sharing
arrangement under a Basket Agreement (the "Basket Agreement") regarding certain
contingent liabilities and certain gas contract take-or-pay liabilities of the
companies acquired from Cabot for periods prior to November 13, 1989 (the
closing date of the Acquisition) and certain other potential gas contract claims
("Basket Liabilities"). The sharing arrangement provides that Basket Liabilities
are to be offset by the recovery of certain settlements or related costs or the
liquidation of certain assets ("Basket Assets") of the companies acquired from
Cabot. The Company's aggregate maximum exposure under the Basket Agreement is
$20 million.
The final resolution and apportionment of Basket Assets and Basket
Liabilities is expected to be settled between Cabot and the Company prior to
June 30, 1994, unless extended. In connection with the Acquisition, Cabot also
provided the Company with a $25 million revolving credit facility, primarily to
fund payment of Basket Liabilities. As of December 31, 1993 and as of the date
of this Proxy Statement, the Company had outstanding borrowings under this
facility of approximately $13.3 million and $14.3 million, respectively.
Other Relationships. William P. Conner is married to the sister of Edward
H. Austin, Jr. Mr. Conner and Mr. Austin are both directors of the Company.
13
<PAGE> 17
PROPOSAL 2:
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
At its meeting held on January 26, 1994, the Board of Directors recommended
the appointment of Arthur Andersen & Co. as independent public accountants of
the Company for the year ending December 31, 1994. Representatives of Arthur
Andersen & Co. are expected to be present at the Annual Meeting and will be
available to respond to appropriate questions. They will have an opportunity to
make statements at the Annual Meeting if they so desire.
THE STOCKHOLDERS ARE REQUESTED BY THE BOARD OF DIRECTORS TO APPROVE THE
APPOINTMENT OF ARTHUR ANDERSEN & CO. AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE
COMPANY FOR THE YEAR ENDING DECEMBER 31, 1994.
OTHER BUSINESS
Management does not intend to bring any business before the Annual Meeting
other than the matters referred to in the accompanying notice and at this date
has not been informed of any matters that may be presented to the Annual Meeting
by others. If, however, any other matters properly come before the Annual
Meeting, it is intended that the persons named in the accompanying proxy will
vote pursuant to the proxy in accordance with their best judgment on such
matters.
ANNUAL REPORT
The Company's Annual Report, including financial statements for the year
ended December 31, 1993, is being mailed to all stockholders concurrently
herewith. The Annual Report is not a part of the proxy solicitation material.
Additional copies of the Annual Report and the Company's Annual Report on Form
10-K for the year ended December 31, 1993 will be provided, without charge, upon
written request from any stockholder to: American Oil and Gas Corporation,
Attention: Investor Relations, 333 Clay Street, Suite 2000, Houston, Texas
77002.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers, and any persons holding more than ten percent of
the Company's Common Stock to report their initial ownership of the Company's
Common Stock and any subsequent changes in that ownership to the Securities and
Exchange Commission ("SEC") and the New York Stock Exchange, and to provide
copies of such reports to the Company.
To the Company's knowledge, based solely on the Company's review of the
copies of such reports received by the Company and written representations of
its directors, executive officers and ten percent holders, the Company believes
that during the year ended December 31, 1993, all Section 16(a) filing
requirements applicable to its directors, executive officers and ten percent
holders were satisfied.
14
<PAGE> 18
PROPOSALS BY STOCKHOLDERS
Any stockholder who wishes to submit a proposal for action to be included
in the Proxy Statement and Form of Proxy relating to the Company's 1995 Annual
Meeting of Stockholders should submit such proposal to the Company on or before
December 9, 1994.
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, IT IS IMPORTANT THAT THEY BE
REPRESENTED AT THE ANNUAL MEETING. YOU ARE RESPECTFULLY REQUESTED TO SIGN, DATE
AND RETURN THE ACCOMPANYING PROXY AT YOUR EARLIEST CONVENIENCE.
By Order of the Board of Directors,
/s/ DAVID M. CARMICHAEL
DAVID M. CARMICHAEL
Chairman of the Board and
Chief Executive Officer
15
<PAGE> 19
1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLD AUTHORITY
listed below from all nominees
/ / *EXCEPTIONS (as marked below)
NOMINEES: Edward H. Austin, Jr., Samuel W. Bodman, David M. Carmichael,
William P. Conner, John D. Curtin, Jr., Daniel L. Dienstbier,
Donald L. Evans, Edward Randall, III
(INSTRUCTION: To withhold authority to vote for any individual nominee mark
the "Exceptions" box and write that nominee's name on the space provided
below.)
*EXCEPTIONS________________________________________________________________
2. PROPOSAL TO APPROVE appointment of Arthur Andersen & Co. as independent
public accountants for the year ending December 31, 1994.
FOR / / AGAINST / / ABSTAIN / /
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Address Change
and/or Comments Mark Here / /
PROXY DEPARTMENT
NEW YORK, N.Y. 10203-0053
(In signing as Attorney, Administrator,
Executor, Guardian, Trustee or
Corporate Officer, please add your
title as such.)
Dated: __________________________, 1994
_______________________________________
Signature
_______________________________________
Signature
Votes must be indicated
(x) in Black or Blue Ink. /X/
PLEASE SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
<PAGE> 20
AMERICAN OIL & GAS CORPORATION
Proxy Solicited on Behalf of Directors for the Annual Meeting
of Stockholders to be held Thursday, May 19, 1994
The undersigned hereby appoints David M. Carmichael and William P.
Conner, and each of them, as proxies, with full power of substitution, to
represent and vote, as designated on the reverse side hereof, all shares of
Common Stock of American Oil and Gas Corporation which the undersigned is
entitled to vote, and to vote all shares of Common Stock on all other matters
which may come before the 1994 Annual Meeting of Stockholders of American Oil
and Gas Corporation, or any adjournments thereof.
Unless a contrary vote is specified, this proxy will be voted FOR the
proposals listed on the reverse side. Your proxy must be signed, dated and
returned for your vote to count.
(Continued and to be signed on reverse side)
