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, OCTOBER 21, 2000
TO THE STOCKHOLDERS 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 Lake View
Country Club, Route 89. North East, Pennsylvania 16428, on Saturday October 21,
2000, 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
2003, 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, 2000; 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
September 4, 2000 has been fixed as the date of record 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 envelope for returning the proxy,
and the Annual Report of the Company for the fiscal year ending December 31,
1999 are being mailed with this notice of Annual Meeting of Shareholders.
BY ORDER OF THE BOARD OF DIRECTORS
JAMES MACFARLANE
CHAIRMAN OF THE BOARD
North East, Pennsylvania
September 15, 2000
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
COMPANY OR BY ATTENDING THE MEETING PERSONALLY AND VOTING.
<PAGE>
PROXY STATEMENT
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 October 21, 2000 at 10:00 a.m. local time, Lake View Country
Club, 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 voting. The cost of the solicitation of proxies will be borne
by the Company.
Only shareholders of record at the close of business on September 4, 2000
will be entitled to notice of and to vote at the annual meeting or any
adjournment thereof.
As of September 4, 2000, 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 two directors expiring next year, the term of three directors
expiring the next year, and so on.
The class of directors whose terms expire in 2000 currently consists of
two directors. Robert Garfield and Eric Johnson 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 of
the right to cumulate votes for directors. Each share of common stock is
entitled to cast two (2) 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.
<PAGE>
NOMINEES TO THE BOARD OF DIRECTORS - THREE YEAR TERMS
<TABLE>
<CAPTION>
Class and Year
Principal Director in Which Term
Name Occupation Since Will Expire Age
<S> <C> <C> <C> <C>
W. Eric Johnson (1) Investment Broker 1997 2003 42
Thompson White and
Company, Inc.
Robert L. Garfield (2) Independent Marketer ------ 2003 61
of Electric and Natural
Gas
</TABLE>
(1) Mr. Johnson beneficially owned 38,345.63 shares of common stock of the
Company as of the record date, which constituted .7% of the shares issued.
(2) Mr. Garfield beneficially owned no shares of common stock of the Company as
of the record date.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AFOREMENTIONED NOMINEES
LISTED AS STANDING FOR ELECTION IN 2000.
The members of the Board who are not standing for election at this year's
annual meeting are set forth below.
<TABLE>
<CAPTION>
Class and Year
Principal Director in Which Term
Name Occupation Since Will Expire Age
<S> <C> <C> <C> <C>
James J. MacFarlane (1) President 1993 2001 37
MacTech Mineral
Management, Inc.
Bradford, PA
Jeffrey Buchholz (2) Teacher, Ripley, N.Y. 1989 2002 54
School System
James Concilla (3) Gas and Electric 1978 2002 63
Marketer, Vineyard
Oil & Gas
Charles L. Valone (4) Owner and Operator of 1998 2001 68
Valone Farms, in
North East, PA
David Stetson (5) President and Owner 1998 2001 42
Stetson Brothers
Hardware, Inc.
North East, PA
</TABLE>
<PAGE>
(1) Mr. MacFarlane beneficially owned no shares of common stock of the Company
as of the date of record.
(2) Mr. Buchholz beneficially owned 2,375.5 shares of the common stock of the
company as of the record date,
which constituted .05% of the shares issued.
(3) Mr. Concilla beneficially owned 307,261.25 shares of the common stock of
the company as of the record date,
which constituted 6.0% of the shares issued.
(4) Mr. Valone beneficially owned 142,000 shares of the common stock of the
company as of the record date, which constituted 2.8% of the shares
issued.
(5) David 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 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 Bachelor of Science Degree in Business
Administration from Lambuth College, Jackson,
Tennessee, and a Master of Science 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. MacFarlane Mr. MacFarlane has succeeded Mr. Concilla as
Board Chairman. He has been a Director since 1993 and
also serves as Chairman of the Executive Committee. Mr.
MacFarlane holds a Bachelor of Science Degree from the
University of Pittsburgh at Bradford. Mr. MacFarlane is
President of Mactech Mineral Management, Inc. Bradford,
PA.
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 stockbroker with Thomas F. White and Company,
Inc. since 1989.
James J. Concilla Mr. Concilla, founder of the Company, retired as Board
Chairman and Company President in April of 2000. Mr.
Concilla has been an employee, Director and Officer of
the Company since its organization in 1978.
Mr. Concilla has a Bachelor of Science degree from
Edinboro University and a Master of Degree in
Mathematics from the State of Pennsylvania. Mr.
Concilla remains an employee on a part-time basis.
<PAGE>
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.
David H. Stetson Mr. Stetson was elected to the Board in 1998 and
is a member of the Audit Committee, Executive Committee
and the Wage and Bonus Committee. Mr. Stetson is the
owner and President of Stetson Brothers Inc., a retail
hardware store in North East, PA.
Robert L. Garfield Mr. Garfield was appointed as a Director in August
2000. Mr. Garfield is a independent broker of gas and
electricity. Previously Mr. Garfield served as Vice-
President of Kidder Exploration, Inc. from 1989
until their 1993 sale to National Fuel Resources.
Prior to that, Mr. Garfield served as the President of
Environ Securities, a subsidiary of Envirogas, Inc.
from 1982 to 1989. In addition, Mr. Garfield held
several Executive positions with Security Peoples Bank,
Erie, PA from 1969 to 1982. Mr. Garfield has a
Bachelor of Science Degree from Grove City College,
Grove City, 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 2000, 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, 1999.
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, 2000, 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 1999.
<TABLE>
<CAPTION>
Name and Principal
Position Salary Commissions Bonus (1) Other(2)
<S> <C> <C> <C> <C>
James J. Concilla $75,000 0 0 0
President, Chairman
of the Board
Stephen B. Millis (3) $65,000 0 0 0
Vice-President
Jeffery L. Buchholz $1,933 0 0 0
Secretary/Treasurer
</TABLE>
(1) No stock bonus was awarded to any directors, executive officers or other
employees of the Company during the year 1999.
(2) Mr. Concilla and Mr. Millis are given the use of Company vehicles for
Company business and the Company provides Mr. Buchholz, a part-time
employee, with personal automobile labor maintenance.
(3) Mr. Millis succeeded Mr. Concilla as Company President in April, 2000. The
Company has an employment agreement with Mr. Millis pursuant to which he is
to be employed as President until March 31, 2002 and continuing thereafter
unless terminated by either party on 90 days' prior written notice. The
agreement provides Mr. Millis with an annual salary, effective April 1,
2000 of $85,000 plus an incentive bonus based upon the performance of the
Company.
No officer received any other non-cash compensation during the years
ending December 31, 1999, other than health insurance which all full-time
employees of the Company are entitled to receive.
Directors
Directors were paid $150.00 for each meeting of the Board of Directors at
which the director was present. In addition, directors attending
Wage/Bonus and /or Audit Committee meetings are also paid $150.00 per
meeting. There was no compensation for directors attending Executive
Committee meetings.
<PAGE>
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.
<TABLE>
<CAPTION>
Names and Address Number of Shares Percentage of Class
<S> <C> <C>
James J. Concilla 307,261.25 6.0
20 Blaine Street
North East, PA 16428
Stephen B. Millis 221,650 4.3
11370 Martin Road
North East, PA 16428
Charles L. Valone 142,000 2.8
11217 Old Lake Road
North East, PA 16428
Jeffery L. Buchholz 2,375.5 .05
149 Orchard Beach Park
North East, PA 16428
W. Eric Johnson 38,345.63 .75
4404 Prestwick Drive
Erie, PA 16505
David H. Stetson 81,487.5 1.6
10730 West Main Road
North East, PA 16428
</TABLE>
Note: Directors MacFarlane and Garfield are not shareholders.
All Officers and Directors as a Group 793,107.88 15.5
(8 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 5 meetings during the year ended December 31, 1999.
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, 1999, this
committee held 4 formal meetings and in addition, members of this committee met
frequently in informal session to review Company operations. Messrs. Buchholz,
Stetson and MacFarlane 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 2 formal meetings and several informal meetings during the
year ended December 31, 1999. The current members of the Audit Committee are
Mr. Johnson, Mr. Stetson, and Mr. Buchholz.
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, 1999, this committee held 5 formal and several informal meetings.
Mr. Johnson, Mr. Stetson, and Mr. Valone are presently members of this
committee.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be considered at the 2001 Annual
Meeting of Shareholders must be received by the Secretary of the Corporation no
later that February 28, 2001. 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 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.
<PAGE>
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 MACFARLANE
CHAIRMAN OF THE BOARD
September 15, 2000
North East, Pennsylvania
