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 28, 1999
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 South
Shore Inn Route 89, North East, Pennsylvania 16428, on Saturday, August
28,1999,at 10:00 a.m. for the purpose of considering and voting upon the
following matters.
1. The election of two (2) Directors to hold office subject to the
provisions of the by-laws for the term of three (3) years ending
2002, 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, 1999; 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 20,1999, 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.
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BY ORDER OF THE BOARD OF DIRECTORS
JAMES J. CONCILLA
CHAIRMAN OF THE BOARD
North East, Pennsylvania
July 21,1999
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 28,1999 at 10:00 a.m. local time, at
the South Shore Inn Route 89, 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
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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 20,1999,
Will be entitled to notice of and to vote at the annual meeting or any
Adjournment thereof.
As of July 16,1999 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.
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 1999 currently consists
Of two directors, Mr.James Concilla and Mr. Jeffrey Buchholz will both
stand for re-election at this annual meeting.
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
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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
James J. Concilla(1) President, 1978 2002
62 and Chairman
Of the Board
Vineyard Oil & Gas
Company
Jeffrey Buchholz(2) Teacher, 1989 2002
53 Ripley, NY
School System
Mr.Concilla beneficially owned 307,261.25 shares of common stock of the
Company as of record date, which constituted 6.0% of the shares issued.
Mr. Buchholz beneficially owned 2,375.5 shares of common stock of the
Company as of the record date, which constituted .05% of the shares issued.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AFOREMENTIONED NOMINEES
LISTED AS STANDING FOR ELECTION IN 1998.
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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 MacFarlane(1) Geologist/engineer 1995 2001
36 With MacTech Mineral
Management, Inc.
Bradford, PA
David H. Stetson(2) Owner and President of 1998 2000
41 Stetson Brothers
Hardware, Inc.
North East, PA
Stephen B. Millis (3) Vice President, 1992 2000
41 Vineyard Oil &
Gas Company
W. Eric Johnson (4) Stockbroker, Thomas 1997 2000
41 F. White and Company
Inc. Erie, PA.
Charles L. Valone(5) Owner and Operator of 1998 2001
67 Valone Farms, in
North East, PA.
Mr. MacFarlane beneficially owned no share of common stock of the Company
as of the date of record. Mr. David H. Stetson beneficially owned 81,487.5
shares of common stock of the Company as the record date, which constituted
1.6% of the shares issued.
Mr. Millis beneficially owned 221,650 shares of common stock of the Company
as of record date, which constituted 4.3% of the shares issued.
Mr. Johnson beneficially owned 38,345.63 shares of the common stock of the
Company as of record date, which constituted .75% of the shares issued.
Mr. Valone beneficially owned 142,00 shares of the common stock of the
Company as of record date, which constituted 2.8% of the shares issued.
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 and Audit Committees. Mr. Buchholz
holds a Bachelors Degree in Business Administration
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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 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.
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David H. Stetson Mr. Stetson was elected to the Board in 1998 and is
a member of the Audit Committee. Mr. Stetson is the
owner and President of Stetson Brothers Inc., a
retail hardware store in North East, PA.
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 1999, 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,
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, 1999, 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.
EXECUTIVE COMPENSATION
Remuneration of Officers and Directors for 1997.
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Name and Principal
Position Base Salary Commissions Bonus Other
(3) (4)(5)
James J. Concilla (1)
Chairman and Chief Executive
Officer $75,000 $61,129 -0- $3,000
Stephen B. Millis(2)
Vice-President $50,970 $88,074 -0- $3,000
Jeffrey L. Buchholz
Secretary/Treasurer $ 2,431 -0- -0- -0-
1. Mr.Concilla's base salary for 1998 was adjusted to $75,000 with no
commissions as of January 1, 1998. The Commissions paid to Mr. Concilla
in 1998 are related to the sale of natural gas and were earned in 19996 and
1997.
2. The Company paid Mr.Millis a base salary of $36,941 per year. Mr.
Millis also earned commissions up to July 1, 1998. Retroactive to July 1,
1998, the Company changed Mr. Millis' compensation to salary only of
$65,000 per year. The amount due Mr. Millis for 1998 was $78,886. The
amount paid to Mr. Millis in 1998 was $97,099, which included commissions
of $60,158 earned in 1996 and 1997. The unpaid amount for 1998 of $41,945
is reflected in accounts payable. Mr. Millis disputes the Company's right
to change his compensation. Mr. Millis claims he has an employment
contract that requires that he be paid a salary of $36,941 plus
commissions. The $18,00 in dispute December 31, 1999 is not reflected in
accounts payable.
3. No stock bonus or stock options were awarded to any directors,
executive officers, or other employees of the Company during 1998.
4. In April 1995, the Board of Directors established life insurance plans
for Mr. Concilla and Mr. Millis, and contributed annually in the
amounts as shown.
Mr. Concilla and Mr. Millis are given use of the Company vehicles and the
Company provides Mr. Buchholz, a part-time employee, with personal
automobile labor maintenance.
No officer received any other non-cash compensation during the year ending
December 31, 1998, other than health insurance, which all full-time
employees of the Company are entitled to receive.
Directors
Directors are paid $150 for each meeting of the Board of Directors at
which the director is present. In Addition, directors attending Wage &
Bonus and / or Audit Committee meetings are also paid $150 per meeting.
There is no compensation for directors attending Executive Committee
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meetings.
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 307,261.25 6.0
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 2,375.50 .05
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 793,107.88 15.5
as a Group (6 individuals)
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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 12 meetings during the year
ended December 31, 1998. 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, 1998, this
committee held 6 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 three formal meetings and several informal
meetings during the year ended December 31, 1998. 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, 1998, this committee held seven meetings. Mr. Johnson,
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 than February 28, 2000. 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.
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
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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 22,1999
North East, Pennsylvania
