VINEYARD OIL AND GAS COMPANY
10299 West Main Road
North East, Pennsylvania 16428
Telephone: (814) 725-8742
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SATURDAY, AUGUST 29,1998
TO THE STOCKHOLDER OF VINEYARD OIL AND GAS COMPANY:
You are hereby notified that the Annual Meeting of Shareholders of Vineyard
Oil and Gas Company (the "Company") will be held at the Country Cookin
Restaurant, West Main Road, North East, Pennsylvania 16428, on Saturday, August
29,1998, at 10:00 a.m. for the purpose of considering and voting upon the
following matters.
1. The election of three (3) Directors to hold office subject to the
provisions of the by-laws for the term of three (3) years ending 2001,
or until the election and qualification of their respective
successors; and
2. The ratification of the selection of Gorzynski, Felix and Gloekler,
P.C., as the Company's independent auditors for the fiscal year
ending December 31, 1998; and
3. The transaction of such other and further business as may properly come
before such meeting, or any adjournment or adjournments thereof.
By resolution adopted by the Board of Directors, the close of business on
July 24,1998, has been fixed as the record date for the meeting of shareholders
and only holders of shares of stock of record at that time will be entitled to
notice of, and to vote at, the meeting of shareholders or any adjournment or
adjournments thereof.
The Proxy Statement, form of proxy, an envelop for returning the proxy, and
the Annual Report of the Company for the fiscal year ending December 31, 1997,
are being mailed with this notice of Annual Meeting of Shareholders.
BY ORDER OF THE BOARD OF DIRECTORS
JAMES J. CONCILLA
CHAIRMAN OF THE BOARD
North East, Pennsylvania
July 6,1998
IMPORTANT
REGARDLESS OF WHETHER YOU EXPECT TO ATTEND THIS ANNUAL SHAREHOLDER'S MEETING,
PLEASE MARK, DATE, SIGN AND RETURN YOUR PROXY AS PROMPTLY AS POSSIBLE TO ASSURE
REPRESENTATION OF YOUR SHARES AND A QUORUM AT THE MEETING. YOU MAY REVOKE YOUR
PROXY AT ANY TIME PRIOR TO ITS EXERCISE BY WRITTEN NOTICE TO THE CORPORATION OR
BY ATTENDING THE MEETING PERSONALLY AND VOTING.
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Vineyard Oil & Gas Company
10299 West Main Road
North East, Pennsylvania 16428
Telephone: (814) 725-8742
P R O X Y S T A T E M E N T
The accompanying proxy is solicited by the Board of Directors of Vineyard
Oil & Gas Company (the "Company"), for use at the Annual Meeting of Shareholders
to be held on August 29,1998, at 10:00 a.m. local time, at the Country Cookin
Restaurant, West Main Road, North East, Pennsylvania 16428, or at any
adjournments thereof. When the proxy is properly executed and returned to the
Company, the shares it represents will be voted at the Annual Meeting in
accordance with the directions noted thereon or, if no direction is indicated,
such shares will be voted in favor of the proposals set forth in the Notice of
Annual Meeting of Shareholders attached hereto. Any shareholder may revoke his
or her proxy at any time before it is voted by delivering a later proxy to the
Secretary of the Company, at the Company's principal office listed above, or by
giving written notice of revocation at the annual meeting or by attending the
annual meeting personally and voting. The cost of the solicitation of proxies
will be borne by the Company.
Only shareholders of record at the close of business on July 24,1998, will
be entitled to notice of and to vote at the annual meeting or any adjournment
thereof.
As of July 24,1998, there were 5,125,562.5 shares of common stock issued
and outstanding. Each outstanding share of common stock is entitled to one
vote. None of the shares of common stock held by the Company as treasury shares
will be considered present or entitled to vote at the meeting.
<PAGE>
RESOLUTION I
ELECTION OF DIRECTORS
The by-laws of the Company provide for a Board of Directors composed of
seven (7) directors, with directors elected to staggered three (3) year terms,
with the term of three directors expiring the next year, the term of two
directors expiring the next year, and so on.
The class of directors whose terms expire in 1998 currently consists of
three directors, Mr. Charles Valone, Mr. James MacFarlane and Ms. Kathy Lane.
Mr. Valone and Mr. MacFarlane are seeking re-election. Ms. Lang resigned her
seat in August of 1997 and the Board of Directors has nominated Mr. David
Stetson as a candidate for that vacancy.
The nominees for the Board of Directors are set forth below. The proxy
holders intend to vote all proxies received by them in the accompanying form for
the nominees for directors listed below. In the event any nominee is unable or
declines to serve as a director at the time of the annual meeting, the proxies
will be voted for any nominee who shall be designated by the present Board of
Directors to fill the vacancy. As of the date of this proxy statement, the
Board of Directors is not aware of any nominee who is unable or will decline to
serve as director.
Shareholders shall have cumulative voting rights with respect to the
election of directors and there are no conditions precedent to the exercise of
the right to cumulate votes for directors. Each share of common stock is
entitled to cast three (3) votes for the election of directors for a three (3)
year term. A shareholder may cast all votes for one (1) candidate, or split its
votes in any way the shareholder sees fit.
NOMINEES TO THE BOARD OF DIRECTORS - THREE YEAR TERMS
Class and Year
Principal Director in Which Term
Name Occupation Since Will Expire Age
Charles L. Valone (1) Owner - Operator 1978 2001 66
Valone Vineyards
James J. MacFarlane (2) Consulting Geologist 1993 2001 36
Engineer, Mac Tech
Mineral Management, Inc.
David H. Stetson (3) Owner - President 2001 40
Stetson Bothers, Inc.
(1) Mr. Valone beneficially owned 142,000 shares of common stock of the Company
as of the record date, which constituted 2.8% of the shares issued.
(2) Mr. MacFarlane beneficially owned no shares of common stock of the Company
as of the record date.
(3) Mr. Stetson beneficially owned 81,487.5 shares of common stock of the
Company as of the record date, which constituted 1.6% of the shares issued.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AFOREMENTIONED NOMINEES
LISTED AS STANDING FOR ELECTION IN 1998.
<PAGE>
The members of the Board who are not standing for election at this year's
annual meeting are set forth below.
Class and Year
Principal Director In Which Term
Name Occupation Since Will Expire Age
James J. Concilla (1) President and Chairman 1978 1999 60
of the Board, Vineyard
Oil & Gas Company
Jeffery L. Buchholz (2) Teacher, Ripley, N.Y. 1989 1999 52
School System
Stephen B. Millis (3) Vice President, 1992 2000 40
Vineyard Oil &
Gas Company
W. Eric Johnson (4) Registered Investment 1997 2000 39
Advisor, Chadakoin
Counsel, Inc.
(1) Mr. Concilla beneficially owned 302,136.25 shares of common stock of the
Company as of the record date which constituted 5.9% of the shares issued.
(2) Mr. Buchholz beneficially owned 62,375.5 shares of common stock of the
Company as of the record date, which constituted 1.2% of the shares issued.
(3) Mr. Millis beneficially owned 221,650 shares of common stock of the Company
as of the record date, which constituted 4.4% of the shares issued.
(4) Mr. Johnson beneficially owned 38,345.63 shares of the common stock of the
Company as of the record date, which constituted .75% of the shares issued.
<PAGE>
The work experience for the last five (5) years of each of the Directors is
as follows:
Jeffery L. Buchholz Mr.Buchholz is Secretary, Treasurer and a member of the
Executive, Wage/Bonus and Audit Committees. Mr. Buchholz
holds a Bachelors Degree in Business Administration from
Lambuth College, Jackson, Tennessee, and a Masters Degree
in Education from Georgia Southern University,
Statesboro, Georgia. Mr. Buchholz, a Director since 1989,
has been a teacher in the Ripley, New York School system
since 1970.
James J. Concilla Mr. Concilla is Board Chairman, President and a member of
the Executive Committee. Mr. Concilla has a Bachelors of
Science Degree from Edinboro University and a Masters
Degree in Mathematics from the state of Pennsylvania.
Mr. Concilla has been an employee, director, and officer
of the Company since its organization in 1978.
W. Eric Johnson Mr. Johnson is a member of both the Audit and Wage/Bonus
Committees. Mr. Johnson was elected to the Board in
1997. Mr. Johnson holds a bachelor of Science Degree
from the University of Dayton. Mr. Johnson has been
a Investment Broker with Thomas F. White and Company,
Inc. since 1989.
James J. MacFarlane Mr. MacFarlane was elected to the Board and Audit
Committee in June of 1993. Mr. MacFarlane is a member
of the Wage Bonus and Audit Committee. Mr. MacFarlane
holds a Bachelor of Science Degree from the University
of Pittsburgh at Bradford. Mr.MacFarlane has been a
Consulting Geologist/Engineer with MacTech Mineral
Management, Inc., Bradford, Pennsylvania since 1987.
Stephen B. Millis Mr. Millis has been Vice President of the Company
since November 1990 and is also a member of the
Executive Committee. Mr. Millis, a 1980 graduate of
Gannon University, has been an employee since 1982 and
a Board member since 1992.
Charles L. Valone Mr. Valone is a member of both the Audit Committee and
the Wage/Bonus Committee. Mr.Valone has been a director
of the Company since its founding. Mr. Valone has owned
and operated grape vineyards in North East, Pennsylvania
since 1948. Mr. Valone was elected to the Board in 1978.
David H. Stetson Mr. Stetson is a nominee for the Board seat formally
held by Ms. Kathy Lang. Mr. Stetson is the owner and
President of Stetson Brothers Inc., a retail hardware
store.
<PAGE>
RESOLUTION II
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
In accordance with the requirements of the Securities and Exchange Act of
1934, the Board of Directors is required to select independent public
accountants as auditors of the Company for 1998, subject to ratification or
rejection by the shareholders.
The firm of Gorzynski, Felix and Gloekler, P.C., served as independent
public accountants for the Company for the fiscal year ended December 31, 1997.
The Board of Directors desires the firm to continue in this capacity for the
current fiscal year. Accordingly, a resolution will be presented at the Annual
Meeting to ratify the selection of Gorzynski, Felix and Gloekler, P.C., by the
Board of Directors as independent public accountants to audit the accounts and
records of the Company for the fiscal year ending December 31, 1998, and to
perform other appropriate services. In the event the shareholders fail to
ratify the selection of Gorzynski, Felix and Gloekler, P.C., the Board of
Directors would reconsider such selection.
A representative of Gorzynski, Felix and Gloekler, P.C., will be present at
the annual meeting to respond to appropriate questions and to make a statement
if he or she so desires.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
AFOREMENTIONED PROPOSAL REGARDING RATIFICATION OF ACCOUNTANTS.
<PAGE>
EXECUTIVE COMPENSATION
Remuneration of Officers and Directors for 1997.
Name and Principal Position Base Salary Commissions Other
(1) (2)
James J. Concilla
Chairman and Chief Executive
Officer $47,341 $31,928 $3000
Stephen B. Millis
Vice-President $36,941 $43,289 $3000
Jeffrey L. Buchholz
Secretary/Treasurer $874 -0- -0-
( 1 ) Reflects commissions paid for the sale of natural gas. 1997 figures
were in part earned in 1996. It does not include 1997 deferred commissions of
$94,904.
( 2 ) In April, 1995, the Board of Directors established a life insurance
plan for Mr. Concilla and Mr.Millis, contributing $3700 and $3000 respectively,
and each year thereafter. Mr. Concilla and Mr. Millis each have the use of
Company vehicles. The company provides Mr. Buchholz, a part-time employee, with
personal automobile maintenance.
No officer received any other non-cash compensation during the year ending
December 31, 1997, other than health insurance, which all full-time employees
of the Company are entitled to receive. No retirement plan is in effect for
Vineyard Oil & Gas employees. Directors of the Company receive cash
compensation for attending Director meetings in the amount of $150.00 per
meeting.
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BENEFICIAL OWNERSHIP OF SHARES
The following table sets forth the number and percentage of shares of
common stock owned by (a) each person who, to the knowledge of the Company, is
beneficial owner of 5% or more of the outstanding shares of common stock, (b)
each of the Company's present Directors and nominees, and (c) all of the
Company's present officers and Directors as a group. This information is
reported in accordance with the beneficial ownership rules of the Security and
Exchange Commission under which a person is deemed to be the beneficial owner of
a security if that person has or shares voting power or investment power with
respect to such security or has the right to acquire such ownership within 60
days.
Names and Address Number of Shares Percentage of Class
James J. Concilla 302,136.25 5.9
20 Blaine Street
North East, PA 16428
Stephen B. Millis 221,650.00 4.3
11370 Martin Road
North East, PA 16428
Charles L. Valone 142,000.00 2.8
11217 Old Lake Road
North East, PA 16428
Jeffery L. Buchholz 62,375.50 1.2
149 Orchard Beach Park
North East, PA 16428
W. Eric Johnson 38,345.63 .75
830 Compass Drive
Erie, PA 16505
David H. Stetson 81,487.50 1.6
10730 West Main Road
North East, PA 16428
All Officers and Directors 847,994.88 16.5
as a Group (6 individuals)
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD
The Board, pursuant to its powers, has designated an Executive Committee,
an Audit Committee and a Wage and Bonus Committee. The Board has no Nominating
Committee. The Board held five meetings during the year ended December 31,
1997. Each member of the Board attended at least 75% of the aggregate number of
meetings of the Board and committee meetings for which he was eligible.
The Executive Committee has the power to exercise the authority of the
Board of Directors in the day-to-day management of the Company, except with
regard to certain items. During the year ended December 31, 1997, this
committee held nine formal meetings and in addition, members of this committee
met frequently in informal session to review Company operations. Messrs.
Millis, Concilla and Buchholz are presently members of this committee.
The Audit Committee is responsible for reviewing the audit and annual
financial statements and reporting thereon to the Board of Directors and making
recommendations to the Board of Directors regarding the independent auditors.
The committee held four formal meetings and several informal meetings during the
year ended December 31, 1997. The current members of the Audit Committee are
Mr. Johnson, Mr. MacFarlane, Mr. Buchholz and Mr. Valone.
The Wage and Bonus Committee is responsible for setting wages and salaries
to be paid to management and Directors. During the year ended December 31,
1997, this committee held seven meetings. Mr. Johnson, Mr. Buchholz, Mr.
MacFarlane and Mr. Valone are presently members of this committee.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be considered at the 1999 Annual Meeting
of Shareholders must be received by the Secretary of the Corporation no later
that February 28, 1999. Such proposals may be included in the next year's proxy
statement if they comply with certain rules and regulations promulgated by the
Securities and Exchange Commission.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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EXPENSES OF SOLICITATION
The Company will bear the cost of preparing and mailing this statement
with the accompanying proxy and other material. In addition to the use of the
mails, officers and employees of the Company may solicit proxies personally, by
telegram or by telephone for no additional compensation than their current
salaries and/or fees. The Company will, upon request, reimburse banks,
brokerage houses, and other institutions, nominees, and fiduciaries for the
reasonable expenses in forwarding proxy material to their principals.
GENERAL
The proxy is solicited by management and confers discretionary authority to
vote on other matters which may properly come before the annual meeting or any
adjournments thereof, but the Board of Directors does not know of any matter to
be brought before the annual meeting other than the matters referred to in the
Notice of Annual Meeting of Shareholders and matters incident thereto. The
persons named in the proxy solicited by management will vote all properly
executed proxies. If a shareholder specifies on such proxy a choice with
respect to a proposal to be acted upon, the proxy will be voted in accordance
with such specifications or will abstain from voting, if "Abstain" is marked.
Where no choice is specified, the proxy will be voted FOR Resolutions I and II.
If any matter not set forth in the Notice of Annual Meeting of Shareholders is
properly brought before the Annual Meeting, such persons will vote thereon in
accordance with their best judgment. In addition to solicitation of
shareholders by use of the mails, several officers and employees of the Company
may, to a limited extent, solicit proxies by personal delivery of material and
by telephone, telegram or mail. The presence at the annual meeting in person or
by proxy (including those proxies marked "Abstain") of the holders of a majority
of the outstanding shares of common stock is necessary to constitute a quorum as
prescribed by the by-laws of the Company.
BY ORDER OF THE BOARD OF DIRECTORS
JAMES J. CONCILLA
CHAIRMAN OF THE BOARD
July 6, 1998
North East, Pennsylvania
