<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
(X) Preliminary Proxy Statement
( ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
PRESIDIO OIL COMPANY
(Name of Registrant as Specified in Its Charter)
PRESIDIO OIL COMPANY
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
(X) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(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 transaction applies:
________________________________________________________________________
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
________________________________________________________________________
4. Proposed maximum aggregate value of transaction:
________________________________________________________________________
* Set forth the amount on which the filing fee is calculated and state how
it was determined.
( ) 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:
________________________________________________________________________
<PAGE> 2
(Logo)
PRESIDIO OIL COMPANY
5613 DTC PARKWAY, SUITE 750
P.O. BOX 6525
ENGLEWOOD, COLORADO 80155-6525
(303) 773-0100
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 14, 1994
Dear Stockholder:
On behalf of the Board of Directors and Management, you are cordially
invited to attend the 1994 Annual Meeting of Stockholders of Presidio Oil
Company, a Delaware corporation (the "Company"), to be held in the Board Room
of The Chase Manhattan Bank Executive Conference Facility located on the Fifth
Floor at 410 Park Avenue, between 54th and 55th Streets, New York City, New
York on Tuesday, June 14, 1994, at 9:00 A.M., Eastern Time, for the following
purposes:
-- To elect three directors;
-- To act upon a proposal to adopt a 1993 Stock Option Plan for
Non-Employee Directors; and
-- To consider such other matters as may properly come before such
meeting or any adjournment(s) thereof.
The Board of Directors has fixed the close of business on April 18, 1994
as the record date for determining stockholders entitled to notice of and to
vote at the meeting. Only stockholders of record at the close of business on
that date are entitled to notice of and to vote at the meeting and any
adjournment(s) thereof.
Your vote is important regardless of the number of shares you may own.
The Company urges you to date, sign and promptly return your proxy so that your
shares may be voted in accordance with your wishes and in order that the
presence of a quorum may be assured. The prompt return of your signed proxy
will aid the Company in reducing the expense of additional proxy solicitation.
The giving of such proxy does not affect your right to vote in person in the
event you attend the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ BRUCE R. DEBOER
Bruce R. DeBoer
Corporate Secretary
April 28, 1994
<PAGE> 3
PRESIDIO OIL COMPANY
5613 DTC PARKWAY, SUITE 750
P.O. BOX 6525
ENGLEWOOD, COLORADO 80155-6525
(303) 773-0100
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
JUNE 14, 1994
PROXY SOLICITATION
This statement is furnished in connection with the solicitation by the
Board of Directors of Presidio Oil Company, a Delaware corporation (the
"Company"), of proxies to be voted at the Company's Annual Meeting of
Stockholders to be held on June 14, 1994, or at any adjournment or postponement
thereof (the "Annual Meeting"). This Proxy Statement and form of proxy
included herewith are dated and are being sent to stockholders on or about
April 28, 1994.
If the enclosed proxy is properly executed and returned, the shares
represented by the proxy will be voted at the Annual Meeting. If a stockholder
indicates in his proxy a choice with respect to any matter to be acted upon,
the shares will be voted in accordance with such choice. If no choice is
indicated, the shares will be voted "FOR" the proposal and the director
nominees set forth on the enclosed proxy. A stockholder giving a proxy may
revoke it by giving written notice of revocation to the Corporate Secretary of
the Company at any time before it is voted, by executing another valid proxy
bearing a later date and delivering such proxy to the Corporate Secretary of
the Company prior to or at the Annual Meeting, or by attending the Annual
Meeting and voting in person.
PERSONS MAKING THE SOLICITATION
This proxy is solicited on behalf of the Board of Directors of the Company
(the "Board of Directors"). The initial solicitation will be by mail. The
total expense of such solicitation will be borne by the Company and will
include reimbursement paid to brokerage firms and others for their expenses in
forwarding solicitation material regarding the Annual Meeting to beneficial
owners of the Company's stock. Further solicitation of proxies may be made by
mail, telephone or oral communication with some stockholders of the Company
following the original solicitation. All such further solicitation will be
made by the Board of Directors or consultants currently retained by the Company
or employees of the Company, who will not be additionally compensated therefor,
or by the Company's transfer agent in which case the cost will be borne by the
Company.
STOCKHOLDERS ENTITLED TO VOTE
Stockholders of record at the close of business on April 18, 1994 (the
"Record Date") will be entitled to vote at the Annual Meeting. As of April 18,
1994, there were issued and outstanding 25,316,685 shares of the Company's
Class A Common Stock, $.10 par value per share (the "Class A Common Stock"),
and 3,217,985 shares of the Company's Class B Common Stock, $.10 par value per
share (the "Class B Common Stock"). On all matters on which the Class A Common
Stock and Class B Common Stock are entitled to vote together as one class, each
holder of Class A Common Stock is entitled to one-twentieth (1/20) of one vote
for each share held and each holder of Class B Common Stock is entitled to one
(1) vote for each
-1-
<PAGE> 4
share held. Cumulative voting is not allowed. The Company's Bylaws provide
that the holders of stock representing a majority of the voting power of all
classes of stock issued and outstanding and voting together at any
stockholders' meeting, in person or represented by proxy, shall constitute a
quorum at such meeting. Abstentions and broker non-votes are counted for
purposes of determining the presence or absence of a quorum for the transaction
of business. Abstentions are counted in tabulations of the votes cast on
proposals presented to stockholders, whereas broker non-votes are not counted
for purposes of determining whether a proposal has been approved.
ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS
Pursuant to the Bylaws of the Company, the Board of Directors shall
consist of the number of directors designated by resolution of the Board of
Directors. Currently, the number of directors is fixed at eleven (11). The
directors are classified and divided as evenly as possible among three (3)
classes and the terms of such classes are staggered so that only one (1) class
is elected each year for a three-year term, or until a successor to each such
director is duly elected and qualified. The term of the Class C Directors will
expire at the Annual Meeting and this proxy solicits your vote for three (3)
Class C Directors. The Class A Directors' term will expire at the annual
meeting of stockholders to be held in 1995, and the Class B Directors' term
will expire at the annual meeting of stockholders to be held in 1996.
PRESENT DIRECTORS NOMINATED FOR RE-ELECTION
The nominees listed below, each of whom is currently a director of the
Company, have consented to being nominated and to serve if elected. The Board
of Directors recommends voting "FOR" the election of the following nominees
for the Board of Directors:
<TABLE>
<CAPTION>
DIRECTOR TERM TO
NAME AGE SINCE EXPIRE
---- --- -------- -------
<S> <C> <C> <C>
George P. Giard, Jr. 55 1986 1994
Peter H. Havens 39 1983 1994
Robert L. Smith 51 1992 1994
</TABLE>
CONTINUING DIRECTORS WHOSE TERMS ARE NOT EXPIRING
<TABLE>
<CAPTION>
DIRECTOR TERM TO
NAME AGE SINCE EXPIRE
---- --- -------- -------
<S> <C> <C> <C>
William D. Benjes, Jr. 55 1987 1995
H. S. Erskine 73 1985 1996
Vincent Farrell, Jr. 47 1989 1995
John W. Hyland, Jr. 56 1993 1996
Raymond J. Kosi 58 1984 1996
J. Howard Marshall, II 89 1987 1996
Hugh A. L. Mumford 48 1986 1995
Peter Silvester 58 1987 1995
</TABLE>
Additional information concerning the three (3) nominees for election
as directors and the continuing directors of the Company is as follows:
NOMINEES
George P. Giard, Jr. is Chairman of the Board and Chief Executive
Officer of the Company. Mr. Giard joined the Company in 1986 after being a
partner since 1981 in Oil & Gas Finance Limited, a private energy investment
firm. He also served as a director of Marline Oil Corporation from 1976
through 1985
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<PAGE> 5
and Chairman of the Board of that company from 1976 through 1983. He has also
served as a director of Crystal Oil Company since 1987.
Peter H. Havens has been manager since 1982 of Kewanee Enterprises, an
investment firm. Mr. Havens has been a director of Bryn Mawr Trust Company
since March 1986 and is also a director of Nobel Education Dynamics, Inc.
Robert L. Smith has been a director of the Company since 1992 when he
was elected President and Chief Operating Officer of the Company. Mr. Smith
was previously Executive Vice President of the Company since 1987, and prior to
joining the Company and for over five years, he served in various capacities,
including President and Chief Operating Officer, with Cenergy Corporation, an
oil and gas exploration and production company.
CONTINUING DIRECTORS
William D. Benjes, Jr. is the founder of Stratfield Investment
Management, Inc. and has been its President since 1986. Mr. Benjes was with
Fort Hill Investors Management Group from 1977 through 1985 and served as its
President from 1982 through 1985.
H. S. Erskine is an oil and gas consultant. From 1981 through 1986,
Mr. Erskine was President and Chief Operating Officer of Cenergy Corporation.
Mr. Erskine has also served in an executive capacity with Gulf Oil Exploration
and Production Company.
Vincent Farrell, Jr. has been a partner in Spears Benzak Salomon &
Farrell since 1982 and currently serves as a director of Garnet Resources Corp.
and Forschner Group, Inc. Mr. Farrell was previously with a predecessor of
Smith Barney Shearson Inc. for several years.
John W. Hyland, Jr. has been a partner of McFarland Dewey & Co. since
1992 and previously served as a managing director of Rho Management Company,
Inc. from 1989 to 1992. He was a managing director of PaineWebber Incorporated
and Vice Chairman of PaineWebber/Young and Rubicam Ventures from 1983 to 1988,
Vice Chairman of Warburg Paribas Becker Inc. from 1980 to 1983, and prior
thereto a partner in Morgan Stanley & Co. Inc. Mr. Hyland is also a director
of Summit Communications.
Raymond J. Kosi is a private investor and business consultant. Mr.
Kosi was the co-founder and an officer from 1963 through 1993 of K.R.K. Inc., a
privately-owned manufacturer of plastic injection moldings.
J. Howard Marshall, II was Chairman of the Board of Petroleum
Development Corporation from its incorporation in 1984 until its acquisition by
the Company in 1987. Mr. Marshall is Chairman of Marshall Petroleum, Inc., and
has been an independent oil and gas operator for the last twenty years.
Previously, Mr. Marshall has served as Special Counsel, Chevron Corporation;
Partner, Pillsbury, Madison and Sutro; President, Ashland Oil Company;
Executive Vice President, Signal Oil Company; President, Union Texas Petroleum
Corporation; and Executive Vice President, Allied Chemical Company. He
currently serves as a Director of Koch Industries, Inc. and Coastal Oil & Gas
Corporation.
Hugh A. L. Mumford currently serves as managing director of Electra
Investment Trust P.L.C. ("Electra"). Mr. Mumford has been an officer of
Electra since 1981 and a director since 1985. Mr. Mumford, a citizen of the
United Kingdom, is also a director of Mezzanine Capital Corporation, an
investment company, and New London Oil P.L.C.
Peter Silvester is Executive Director and General Manager
(Investments) of Friends' Provident Life Office ("Friends") and Executive
Director of a number of its subsidiaries. Mr. Silvester, a citizen of the
United Kingdom, has been an executive with Friends for more than the last five
years. He is a Fellow of the Institute of Actuaries and a Fellow of the
Pensions Management Institute, where he was on the Council for six years and
Vice President from 1983 to 1985. Mr. Silvester is also a director of Esprit
Gestion S.A. and Mapral Limited.
-3-
<PAGE> 6
OTHER INFORMATION ABOUT THE BOARD OF DIRECTORS
The Board of Directors has an Executive Committee that has and may
exercise all the power and authority of the Board of Directors, allowed by law
to be delegated, in the management of the business and affairs of the Company
while the Board of Directors is not in session. The current members are
William D. Benjes, Jr., H. S. Erskine, George P. Giard, Jr., Peter H. Havens,
Raymond J. Kosi and Robert L. Smith.
The Board of Directors has an Audit Committee that selects an
accounting firm to conduct an annual audit of the Company's consolidated
financial statements and reviews with such firm the plan, scope and results of
such audit and the fees for the services performed. The Audit Committee also
reviews with the independent auditors the adequacy of internal control systems
and reports its findings to the full Board of Directors. The Audit Committee
is composed of directors who are not salaried employees of the Company. Peter
H. Havens and Raymond J. Kosi are the current members.
The Board of Directors has a Compensation Committee that reviews and
determines salaries of officers, reviews and establishes Company policy with
respect to compensation of all employees and determines benefit grants under
certain benefit plans, including the Employee Stock Ownership Plan, Incentive
Option Plan, Executive Incentive Program and Director Stock Option Plans. The
current members of the Compensation Committee are William D. Benjes, Jr.,
Vincent Farrell, Jr. and J. Howard Marshall, II.
The Board of Directors has a Nominating Committee to identify and
recommend candidates for the Board of Directors. The current members of the
Nominating Committee are George P. Giard, Jr., Peter H. Havens and Raymond J.
Kosi. The Nominating Committee does not consider nominees recommended by
security holders other than members of the Nominating Committee.
During the twelve month period ended December 31, 1993, the Board of
Directors met five (5) times; the Executive Committee met nine (9) times; the
Compensation Committee met three (3) times; the Audit Committee met five (5)
times; and the Nominating Committee met one (1) time. No incumbent director
other than Mr. Mumford and Mr. Silvester attended or participated in fewer than
seventy-five percent (75%) of the aggregate of all meetings of the Board of
Directors and any committee on which such director served.
OTHER EXECUTIVE OFFICERS
The following is a list of executive officers and managers of the
Company, other than Mr. Giard and Mr. Smith, each of whose term of office runs
until a successor is duly appointed:
Christopher S. Hardesty, age 49, joined the Company in 1992 as Vice
President-Finance, Treasurer and Chief Financial Officer. Mr. Hardesty was
previously Executive Vice President, Treasurer and Chief Financial Officer of
DeKalb Energy Company and for over five years, served in various capacities
with Newmont Mining Corporation, Newmont Gold Company and Exxon Corporation.
Kendell V. Tholstrom, age 48, currently serves as Vice President and
General Manager, Rocky Mountain and Mid-Continent Regions of the Company. Mr.
Tholstrom joined the Company in 1986 as Operations Manager and subsequently
served as Vice President of Operations and Vice President and General Manager,
Rocky Mountain Division. He has eighteen years of prior reservoir engineering
and operations experience with Sabine Corporation and Terra Resources, Inc.
Bruce R. DeBoer, age 41, joined the Company as General Counsel and
Corporate Secretary in 1988. He was previously Corporate Attorney and
Assistant Secretary for Canterra Petroleum, Inc. and General Counsel and
Secretary of Energetics, Inc. Prior thereto, Mr. DeBoer was engaged in the
private practice of law in Denver, Colorado.
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<PAGE> 7
ADOPTION OF 1993 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
On January 11, 1994, the Executive Committee of the Board of Directors
approved a resolution to adopt, subject to stockholder approval, a 1993 Stock
Option Plan for Non-Employee Directors (the "1993 DSOP"), which plan is similar
to the existing Stock Option Plans for Non-Employee Directors, subject to the
following changed terms and conditions.
Under the 1993 DSOP, effective as of December 28, 1993, each of the
current non-employee directors of the Company will be granted options to
purchase up to 25,000 shares of Class A Common Stock. The aggregate number of
shares of Class A Common Stock covered by the 1993 DSOP will be 225,000. The
exercise price for such options will be $1.8125 per share, which was the market
price for the Class A Common Stock on December 28, 1993, the date when the 1993
DSOP was approved by the Compensation Committee of the Board of Directors.
The management of the Company and the Board of Directors believe it is
in the best interests of the Company to compensate its non-employee directors
for their continued service to the Company, and that the granting of options to
the non-employee directors of the Company, subject to the terms and conditions
of the 1993 DSOP, will enable the Company to attract and retain the valuable
services of individuals of outstanding quality and ability and will allow such
non-employee directors to participate in the growth of the Company. See
Appendix A hereto for a more detailed description of the 1993 DSOP.
The approval and adoption of this proposal requires the affirmative
vote of the holders of record at the close of business on the Record Date of a
majority of the voting power of the Class A Common Stock and Class B Common
Stock present in person or by proxy at the Annual Meeting and voting together
as one class, with holders of Class A Common Stock entitled to one-twentieth
(1/20) of one vote for each share held and holders of Class B Common Stock
entitled to one (1) vote for each share held. The shares represented by the
proxies solicited by the Board of Directors will be voted as directed on the
form of proxy or, if no direction is indicated, will be voted "FOR" the
approval of this proposal.
The Board of Directors recommends voting "FOR" this proposal.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Class A Common Stock. The following table shows, as of April 18,
1994, the beneficial ownership (shares owned or that may be acquired within
sixty (60) days) of Class A Common Stock by (a) each person known by the
Company to be the beneficial owner of more than five percent (5%) of the
outstanding Class A Common Stock, (b) each current director and executive
officer and (c) all of the Company's current executive officers and directors
as a group. Each share of Class B Common Stock is convertible at any time at
the option of the holder into one (1) share of Class A Common Stock. The right
to acquire Class A Common Stock in this manner is reflected in the following
table which assumes conversion of all beneficially owned shares of Class B
Common Stock set forth in the following separate table for Class B Common
Stock.
<TABLE>
<CAPTION>
NUMBER OF COMBINED
SHARES BENEFICIALLY PERCENT
NAME OF BENEFICIAL OWNER OWNED (1) OF CLASS
------------------------ ------------------- --------
<S> <C> <C>
(a) Five percent (5%) holders:
FMR Corp. 3,894,608(1) 13.5%
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>
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<PAGE> 8
<TABLE>
<CAPTION>
NUMBER OF COMBINED
SHARES BENEFICIALLY PERCENT
NAME OF BENEFICIAL OWNER OWNED (1) OF CLASS
------------------------ ------------------- --------
<S> <C> <C>
Spears Benzak Salomon & Farrell 2,456,924(2) 8.5%
45 Rockefeller Plaza
New York, New York 10111
Friends' Provident Life Office 2,364,962(3) 8.3%
15 Old Bailey
London EC4M 7AP United Kingdom
Franklin Resources, Inc. 1,727,079(4) 5.7%
777 Mariners Island Boulevard
San Mateo, California 94404
Employee Stock Ownership Plan of 1,621,034(5) 5.7%
Presidio Oil Company
c/o Presidio Oil Company
5613 DTC Parkway, Suite 750
Englewood, Colorado 80111
Electra Investment Trust P.L.C. 1,449,733 5.1%
65 Kingsway
London WC2B 6QT United Kingdom
(b) Directors and Executive Officers:
Vincent Farrell, Jr. 2,544,637(6) 8.8%
Peter Silvester 2,384,066(7) 8.4%
George P. Giard, Jr. 2,236,067(8) 7.7%
Robert L. Smith 1,803,195(9) 6.3%
Hugh A. L. Mumford 1,468,837(10) 5.1%
J. Howard Marshall, II 644,860(11) 2.3%
Peter H. Havens 104,178(12) *
Raymond J. Kosi 90,517(13) *
Kendell V. Tholstrom 84,913(14) *
William D. Benjes, Jr. 72,854(15) *
H. S. Erskine 45,003(16) *
Bruce R. DeBoer 42,938(17) *
Christopher S. Hardesty 21,250(18) *
John W. Hyland, Jr. -0-(19) -0-
(c) All directors and executive officers 9,922,281(20) 33.1%
as a group (14 persons):
</TABLE>
__________________
* Does not exceed one percent (1%) of the class.
(1) Fidelity Management and Research Company ("FMRC"), a wholly-owned
subsidiary of FMR Corp. ("FMR"), and a registered investment advisor,
beneficially owns 1,231,558 shares of Class A Common Stock upon
conversion of the Company's 9% Convertible Subordinated Debentures Due
2015 ("Debentures"), as a result of acting as an investment advisor to
several registered investment companies ("Funds"). FMR through its
control of FMRC, has sole investment power with respect to the
Debentures and voting power over the underlying shares resides with
each respective Fund's
-6-
<PAGE> 9
Board of Trustees. Fidelity International Limited ("FIL"), Pembroke
Hall, 42 Crow Lane, Hamilton, Bermuda, which may be deemed to be an
affiliate of FMR that provides investment advisory and management
services to a number of non-United States investment companies and
certain institutional investors, beneficially owns 2,663,050 shares of
Class A Common Stock as to which it has sole investment and voting
power. According to Schedules 13D dated March 30, 1994, filed by both
FMR and FIL, Edward C. Johnson III, Chairman of FIL, and Chief
Executive Officer of FMR, may be deemed to share investment power over
the shares beneficially owned by FMR and FIL.
(2) All such shares, including 279,850 shares of Class A Common Stock
issuable upon conversion of Debentures, are beneficially owned by
third parties for whom Spears Benzak Salomon & Farrell may share
investment power.
(3) Includes 1,507,143 shares of Class A Common Stock beneficially owned
by UKP Holdings Inc., a subsidiary of Friends. Also includes 115,000
shares of Class B Common Stock beneficially owned by Friends.
(4) Pursuant to a Schedule 13G dated February 11, 1993, filed by Franklin
Custodian Funds - Income Series ("FCF") and Franklin Resources, Inc.
("FRI") on behalf of FRI, all such shares of Class A Common Stock
are issuable upon conversion of Debentures. FRI is an investment
company and advisor, as well as the subsidiary of FCF, which in the
aggregate, beneficially own the shares. FRI and FCF have shared
investment power with respect to the shares and disclaim the
aggregation of such shares for purposes of Rule 13(d)3 promulgated
under the Securities Exchange Act of 1934.
(5) Includes 467,871 shares of Class B Common Stock.
(6) Mr. Farrell, as a partner in Spears Benzak Salomon & Farrell, may also
be deemed to be the beneficial owner of 2,456,924 shares listed in the
table above as being beneficially owned by Spears Benzak Salomon &
Farrell due to shared investment power which he may exercise over
third party accounts. Such number includes 12,713 shares of Class B
Common Stock that may be acquired upon the exercise of options granted
under the Stock Option Plan for Non-Employee Directors, the 1989 Stock
Option Plan for Non-Employee Directors, the 1991 Stock Option Plan for
Non-Employee Directors and the 1992 Stock Option Plan for Non-Employee
Directors (collectively, the "DSOPs"), but does not include 25,000
unvested shares of Class A Common Stock granted under the 1993 DSOP
and 15,000 unvested shares of Class B Common Stock granted under the
DSOPs.
(7) Mr. Silvester, as an officer of Friends, may be deemed to be the
beneficial owner of 2,249,462 shares of Class A Common Stock and
115,500 shares of Class B Common Stock listed in the table above as
being beneficially owned by Friends. Such number includes 19,104
shares of Class B Common Stock that may be acquired upon the exercise
of options granted under the DSOPs, but does not include 25,000
unvested shares of Class A Common Stock granted under the 1993 DSOP
and 7,500 unvested shares of Class B Common Stock granted under the
DSOPs.
(8) Includes 19,359 shares of Class B Common Stock. Also includes 11,030
shares of Class A Common Stock and 157,209 shares of Class B
Common Stock that may be acquired pursuant to the exercise of warrants
held in the name of Oil and Gas Finance Limited, an entity over which
Mr. Giard exercises voting control; 11,000 shares of Class A Common
Stock and 313,539 shares of Class B Common Stock that may be acquired
upon the exercise of options and 35,730 shares of Class A Common Stock
and 15,220 shares of Class B Common Stock held in trust in Mr. Giard's
individual account under the Company's Employee Stock Ownership Plan
("ESOP"), all of which are vested. Includes 1,153,163 shares of Class
A Common Stock and 467,871 shares of Class B Common Stock held by the
ESOP which have not been allocated to participating employees'
accounts. Mr. Giard acts as a co-trustee of the ESOP and may be deemed
to share voting or disposive power with respect to such unallocated
shares; however, Mr. Giard disclaims beneficial ownership of any of
such unallocated shares. Does not include 235,000 unvested shares of
Class A Common Stock and 100,000 unvested shares of Class B Common
Stock granted pursuant to options.
(9) Includes 4,621 shares of Class B Common Stock, 105,622 shares of Class
B Common Stock that may be acquired upon the exercise of options and
30,811 shares of Class B Common Stock pursuant to the exercise
of a warrant. Also includes 28,218 shares of Class A Common Stock and
9,745 shares of Class B Common Stock held in trust in Mr. Smith's
individual account under the ESOP, all of which are vested. Includes
1,153,163 shares of Class A Common Stock and 467,871 shares of Class B
Common Stock held by the ESOP which have not been allocated to
participating employees' accounts. Mr. Smith acts as a co-trustee of
the ESOP and may be deemed to share voting or dispositive power with
respect to such unallocated shares; however, Mr. Smith disclaims
beneficial ownership of any of such unallocated shares. Does not
include 125,000 unvested shares of Class A Common Stock and 52,000
unvested shares of Class B Common Stock granted pursuant to options.
-7-
<PAGE> 10
(10) Mr. Mumford, as an officer of Electra, may be deemed to be the
beneficial owner of 1,449,733 shares of Class A Common Stock
beneficially owned by Electra. Such number includes 19,104 shares of
Class B Common Stock that may be acquired upon the exercise of options
granted under the DSOPs, but does not include 25,000 unvested shares
of Class A Common Stock granted under the 1993 DSOP and 7,500 unvested
shares of Class B Common Stock granted under the DSOPs.
(11) Includes 7,258 shares of Class A Common Stock held in the name of
Marshall Associates, a general partnership, of which Mr. Marshall is
a general partner and 67,465 shares of Class A Common Stock held in
the name of Marshall Petroleum, Inc., of which Mr. Marshall is
Chairman. Such number includes 19,104 shares of Class B Common Stock
that may be acquired upon the exercise of options granted under the
DSOPs, but does not include 25,000 unvested shares of Class A Common
Stock granted under the 1993 DSOP and 7,500 unvested shares of Class B
Common Stock granted under the DSOPs.
(12) Includes 45,000 shares of Class A Common Stock and 8,500 shares of
Class B Common Stock held in a grantor retained income trust in
respect of which Mr. Havens' spouse is a co-trustee and
co-beneficiary. Mr. Havens is the trust's investment advisor. Also
includes 500 shares of Class A Common Stock and 5,000 shares of Class
B Common Stock held in the name of Mr. Havens' spouse and 600 shares
of Class A Common Stock and 6,000 shares of Class B Common Stock in a
trust over which Mr. Havens shares voting and investment power.
Includes 38,578 shares of Class B Common Stock that may be acquired
upon the exercise of options granted under the DSOPs, but does not
include 25,000 unvested shares of Class A Common Stock granted under
the 1993 DSOP and 15,000 unvested shares of Class B Common Stock
granted under the DSOPs.
(13) Includes 51,939 shares of Class B Common Stock and 38,578 shares of
Class B Common Stock that may be acquired upon the exercise of options
granted under the DSOPs. Such number does not include 25,000 unvested
shares of Class A Common Stock granted under the 1993 DSOP and 15,000
unvested shares of Class B Common Stock granted under the DSOPs.
(14) Includes 500 shares of Class A Common Stock and 46,839 shares of Class
B Common Stock that may be acquired upon the exercise of options and
24,878 shares of Class A Common Stock and 10,546 shares of Class B
Common Stock held in the trust under the ESOP, all of which are
vested. Does not include 50,000 unvested shares of Class A Common
Stock and 21,435 unvested shares of Class B Common Stock granted
pursuant to options.
(15) Includes 23,750 shares of Class A Common Stock held in accounts over
which Mr. Benjes shares investment power. Such number also includes
19,104 shares of Class B Common Stock that may be acquired pursuant to
the exercise of options under the DSOPs, but does not include 25,000
unvested shares of Class A Common Stock granted under the 1993 DSOP
and 7,500 unvested shares of Class B Common Stock granted under the
DSOPs.
(16) Includes 1,100 shares held in the name of Mr. Erskine's spouse. Also
includes 38,578 shares which may be acquired pursuant to the exercise
of options under the DSOPs. Does not include 25,000 unvested shares
of Class A Common Stock granted under the 1993 DSOP and 15,000
unvested shares of Class B Common Stock granted under the DSOPs.
(17) Includes 12,361 shares of Class A Common Stock and 5,580 shares of
Class B Common Stock held in trust under the ESOP, all of which are
vested. Also includes 18,997 shares of Class B Common Stock which may
be acquired pursuant to the exercise of options. Does not include
40,000 unvested shares of Class A Common Stock and 14,461 shares of
Class B Common Stock granted pursuant to options.
-8-
<PAGE> 11
(18) Includes 15,000 shares that may be acquired by Mr. Hardesty pursuant
to the exercise of a warrant. On January 15, 1993, the Company
entered into an agreement with Mr. Hardesty whereby he purchased for
$2,250 a warrant to acquire 15,000 shares at an exercise price of
$1.0625 per share, the market price on the date of the warrant. Also
includes 6,250 shares that may be acquired upon the exercise of
options. Does not include 73,750 unvested shares granted pursuant to
options.
(19) Does not include 25,000 unvested shares of Class A Common Stock
granted under the 1993 DSOP.
(20) Includes an aggregate 101,187 shares of Class A Common Stock and
41,091 shares of Class B Common Stock held in trust under the
ESOP for officers of the Company as well as the unallocated ESOP
shares described above as footnotes 8 and 9 as beneficially owned by
both Mr. Giard and Mr. Smith, as ESOP co-trustees (without counting
such shares twice); 17,750 shares of Class A Common Stock and 484,997
shares of Class B Common Stock which may be acquired by officers of
the Company upon the exercise of options; 279,850 shares issuable upon
conversion of Debentures held or controlled by a director of the
Company; 26,030 shares of Class A Common Stock and 188,020 shares of
Class B Common Stock that may be acquired by an executive officer, or
an entity over which Mr. Giard exercises voting control, pursuant to
the exercise of certain warrants; and 204,863 shares of Class B Common
Stock which may be acquired by directors of the Company upon exercise
of options granted under the DSOPs.
Class B Common Stock. The following table shows, as of April 18,
1994, the beneficial ownership (shares owned or that may be acquired within
sixty (60) days) of Class B Common Stock by (a) each person known by the
Company to be the beneficial owner of more than five percent (5%) of the
outstanding Class B Common Stock, (b) each current director and executive
officer and (c) all of the Company's current executive officers and directors
as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
------------------------ ------------------ --------
<S> <C> <C>
(a) Five percent (5%) holders:
Mary L. Smith 1,085,019 33.7%
Kewanee Enterprises
101 Bryn Mawr Avenue, Suite 200
Bryn Mawr, Pennsylvania 19010
Employee Stock Ownership Plan of 467,871 14.5%
Presidio Oil Company
c/o Presidio Oil Company
5613 DTC Parkway, Suite 750
Englewood, Colorado 80111
Philip S. Sirianni 264,129(1) 8.1%
23041 Avenida de la Carlota, Suite 210
Laguna Hills, California 92653
(b) Directors and Executive Officers:
George P. Giard, Jr. 973,198(2) 26.4%
Robert L. Smith 618,670(3) 18.4%
Peter Silvester 134,604(4) 4.2%
Raymond J. Kosi 90,517(5) 2.8%
Peter H. Havens 58,078(6) 1.8%
Kendell V. Tholstrom 57,385(7) 1.8%
H. S. Erskine 38,578(8) 1.2%
Bruce R. DeBoer 24,577(9) *
William D. Benjes, Jr. 19,104(10) *
</TABLE>
-9-
<PAGE> 12
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
------------------------ ------------------ --------
<S> <C> <C>
J. Howard Marshall, II 19,104(10) *
Hugh A. L. Mumford 19,104(10) *
Vincent Farrell, Jr. 12,713(11) *
Christopher S. Hardesty -0- -0-
John W. Hyland, Jr. -0- -0-
(c) All directors and executive officers 1,597,761(12) 36.5%
as a group (14 persons):
</TABLE>
__________________
* Does not exceed one percent (1%) of the class.
(1) Includes 41,659 shares issuable upon the exercise of stock options
granted in 1987, 1988, 1989 and 1993 in consideration of the provision
of advisory services to the Company, all of which are vested.
(2) Includes 157,209 shares that may be acquired pursuant to the exercise
of warrants held in the name of Oil and Gas Finance Limited, an
entity over which Mr. Giard exercises voting control, 313,539 shares
that may be acquired upon the exercise of options; and 15,220 shares
held in trust under the ESOP, all of which are vested. Also includes
467,871 shares of Class B Common Stock held by the ESOP which have not
been allocated to participating employees' accounts. Mr. Giard acts as
a co-trustee of the ESOP and may be deemed to share voting or
dispositive power with respect to such unallocated shares; however, Mr.
Giard disclaims beneficial ownership of any of such unallocated
shares. Does not include 100,000 unvested shares granted pursuant to
options.
(3) Includes 30,811 shares that may be acquired by Mr. Smith pursuant to
the exercise of a warrant; 105,622 shares that may be acquired
upon the exercise of options; and 9,745 shares held in trust under the
ESOP, all of which are vested. Also includes 467,871 shares of Class B
Common Stock held by the ESOP which have not been allocated to
participating employees' accounts. Mr. Smith acts as a co-trustee of
the ESOP and may be deemed to share voting or dispositive power with
respect to such unallocated shares; however, Mr. Smith disclaims
beneficial ownership of any of such unallocated shares. Does not
include 52,000 unvested shares granted pursuant to options.
(4) Includes 115,500 shares held by Friends over which Mr. Silvester may
have investment power and 19,104 shares issuable upon the exercise of
options granted under the DSOPs, all of which are vested. Does not
include 7,500 unvested shares granted under the DSOPs.
(5) Includes 38,578 shares issuable upon the exercise of options granted
under the DSOPs, but does not include 15,000 unvested shares granted
under the DSOPs.
(6) Includes 38,578 shares issuable upon the exercise of options granted
under the DSOPs, 6,000 shares in a trust over which Mr. Havens shares
voting and investment power, 5,000 shares held in the name of Mr.
Havens' spouse and 8,500 shares held in a grantor retained income
trust in respect of which Mr. Havens' spouse is a co-trustee and
co-beneficiary and Mr. Havens is the investment advisor. Does not
include 15,000 unvested shares granted under the DSOPs.
(7) Includes 46,839 shares issuable upon the exercise of options and
10,546 shares held in trust under the ESOP, all of which are vested,
but does not include 21,435 unvested shares granted pursuant to
options.
(8) All of such shares are issuable upon the exercise of options granted
under the DSOPs. Does not include 15,000 unvested shares granted
pursuant to the DSOPs.
(9) Includes 18,997 shares issuable upon the exercise of options and 5,580
shares held in trust under the ESOP, all of which are vested. Does
not include 14,461 unvested shares granted pursuant to options.
(10) All of such shares are issuable upon the exercise of options granted
under the DSOPs. Does not include 7,500 unvested shares granted
pursuant to the DSOPs.
-10-
<PAGE> 13
(11) All of such shares are issuable upon the exercise of options granted
under the DSOPs. Does not include 15,000 unvested shares granted
pursuant to the DSOPs.
(12) Includes an aggregate 741,171 shares which may be acquired by officers
and directors of the Company upon the exercise of options. Also
includes 188,020 shares that may be acquired by executive officers, or
an entity over which Mr. Giard exercises voting control,
pursuant to the exercise of certain warrants, 41,091 shares held in
trust under the ESOP for executive officers of the Company and the
unallocated ESOP shares described above in footnotes 2 and 3 as
beneficially owned by Mr. Giard and Mr. Smith, as ESOP co-trustees
(without counting such shares twice), all of which are vested.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth compensation paid by the Company to its
Chief Executive Officer and four other most highly compensated executive
officers for fiscal years 1993, 1992 and 1991.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION (1) COMPENSATION
------------------------- ------------
OPTIONS ALL OTHER
NAME AND SALARY ($) AWARDED COMPENSATION
PRINCIPAL POSITION YEAR (2) BONUS ($) (#) (3) ($) (4)
------------------ ---- ---------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
George P. Giard, Jr. 1993 332,596 100,000 235,000 165,138(5)
Chairman and CEO 1992 396,635 30,300 139,039 30,000
1991 396,635 140,000 100,000 30,000
Robert L Smith 1993 228,307 50,000 125,000 90,155(6)
President and COO 1992 203,625 19,000 51,622 30,000
1991 210,749 48,500 52,000 30,000
Christopher S. Hardesty 1993 150,000 38,000 55,000 -0-
Vice President and 1992 6,827(7) -0- 25,000 -0-
CFO 1991
Kendell V. Tholstrom 1993 128,125 45,000 50,000 27,469
Vice President 1992 126,322 10,000 22,524 19,808
1991 126,562 12,500 19,000 20,000
Bruce R. DeBoer 1993 102,083 31,500 40,000 21,058
General Counsel and 1992 111,923 6,800 10,958 17,519
Secretary 1991 101,538 8,000 13,000 15,700
</TABLE>
__________________
(1) The Company provides group insurance benefits for its executive
officers which are generally available to all salaried employees,
including medical and dental insurance, term life insurance, and
long-term disability insurance. In addition, executive officers of
the Company are provided certain club memberships for business
purposes. A certain amount of personal use of these benefits may be
made by the recipients. After reasonable inquiry, the Company has
concluded that the aggregate amount of such personal benefits, which
cannot be specifically or precisely ascertained, was less than either
$50,000 or ten percent (10%) of the salary and bonus reported for each
of the named executive officers.
-11-
<PAGE> 14
(2) In 1991, Messrs. Giard, Smith, Tholstrom and DeBoer received $12,500,
$6,500, $4,167 and $3,333, respectively, of their salaries in the form
of shares of the Company's Class A Common Stock. In 1993, the
salaries of Messrs. Giard and Smith were comprised, in part, of cash
payments for accrued but unused vacation time in the amount of $13,846
and $8,307, respectively. In 1992, the salaries of Messrs. Giard,
Smith, Tholstrom and DeBoer were comprised, in part, of cash payments
for accrued but unused vacation time in the amounts of $21,635,
$8,625, $1,322 and $11,923, respectively. In 1991, the salaries of
Messrs. Giard, Smith, Tholstrom and DeBoer were comprised, in part, of
cash payments for accrued but unused vacation time in the amounts of
$21,635, $15,749, $1,562 and $1,538.
(3) The options listed cover shares of Class B Common Stock except for Mr.
Hardesty's shares and 1993 options which are shares of Class A Common
Stock. See "Stock Option Grants" and "Compensation Committee Report
on Executive Compensation". References to "SARs" in the Summary
Compensation Table and all other tables in this Proxy Statement have
been omitted, since the Company has never issued SARs.
(4) Includes Company contributions to the ESOP in an amount equal to 15%
(to a maximum of $30,000) of cash compensation paid in each calendar
year. Participation of an employee in the ESOP is subject to a
one-year waiting period.
(5) Includes an estimated accrual of $135,138 on the Company's financial
statements for the benefit of Mr. Giard in respect of his supplemental
executive retirement plan ("SERP"). See "Long-Term Incentive Plans
and Pension Plans".
(6) Includes an estimated accrual of $60,155 on the Company's financial
statements for the benefit of Mr. Smith in respect of his SERP. See
"Long-Term Incentive Plans and Pension Plans".
(7) Mr. Hardesty joined the Company on December 15, 1992 at an annual
salary of $150,000.
STOCK OPTION GRANTS
1993 OPTION GRANTS
<TABLE>
<CAPTION>
GRANT DATE
INDIVIDUAL GRANTS VALUE
--------------------------------------------------------- ----------
NUMBER
OF SHARES % OF TOTAL
UNDERLYING OPTIONS POTENTIAL
OPTIONS GRANTED TO EXERCISE REALIZABLE
GRANTED EMPLOYEES PRICE EXPIRATION VALUE ($)
NAME (1) IN 1993 ($/SHARE) DATE (2)
---- ---------- ---------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
George P. Giard, Jr. 235,000 25.6 1.8125 2003 274,480
Robert L. Smith 125,000 13.6 1.8125 2003 146,000
Christopher S. Hardesty 55,000 6.0 1.8125 2003 64,240
Kendell V. Tholstrom 50,000 5.4 1.8125 2003 58,400
Bruce R. DeBoer 40,000 4.4 1.8125 2003 46,720
</TABLE>
__________________
(1) The options listed cover shares of Class A Common Stock.
(2) The grant date present value is determined by using the Black-Scholes
Model. The Black-Scholes Model is a complicated mathematical formula
widely used to value exchange traded options. However, stock options
granted by the Company to its executives differ from exchange traded
options in three key respects: options granted by the Company to its
executives are long-term, non-transferable and subject to vesting
restrictions while exchange traded options are short-term and can be
exercised or sold immediately in a liquid market. In this
presentation, the Black-Scholes Model has been adapted to estimate the
present value of the options set forth in the table, taking into
consideration a number of factors, including expected volatility of
82%, risk-free rate of return of 7%, dividend yield of 0% and time to
exercise of 10 years. Consequently, because the Black-Scholes Model
-12-
<PAGE> 15
has been adapted to value the options set forth in the table and is
assumption-based, it may not accurately determine present value. The
actual value, if any, an optionee will realize will depend on the
excess of the market value of the shares over the exercise price on
the date the option is exercised.
OPTION EXERCISES AND HOLDINGS
AGGREGATED OPTION EXERCISES IN 1993
AND 1993 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT 12/31/93 AT 12/31/93
------------------- --------------------
SHARES
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE (1) UNEXERCISABLE
---- ----------- -------- ------------------- --------------------
<S> <C> <C> <C> <C>
George P. Giard, Jr. -0- N/A 313,539 / 100,000 -0- / -0-
11,000 / 235,000 -0- / 58,750
Robert L. Smith -0- N/A 105,622 / 52,000 -0- / -0-
-0- / 125,000 -0- / 31,250
Christopher S. Hardesty -0- N/A -0- / -0- -0- / -0-
6,250 / 73,750 6,250 / 32,500
Kendell V. Tholstrom -0- N/A 46,839 / 21,435 -0- / -0-
500 / 50,000 -0- / 12,500
Bruce R. DeBoer -0- N/A 18,997 / 14,461 -0- / -0-
-0- / 40,000 -0- / 10,000
</TABLE>
_________________
(1) All amounts listed in the first line for each individual are shares of
Class B Common Stock and all amounts listed in the second line for
each individual are shares of Class A Common Stock.
LONG-TERM INCENTIVE PLANS AND PENSION PLANS
The Company has no long-term incentive plan or defined benefit or
actuarial plan. However, Messrs. Giard and Smith have each entered into a
Supplemental Executive Retirement Agreement (the "SERP Agreement") with the
Company which provides each officer with cash benefits upon retirement in the
form of a ten year annuity with annual payments equal to a maximum of sixty
percent (60%) of each officer's average annual salary and bonus for the three
(3) years preceding retirement. The amount of annual benefit upon retirement
is equal to (i) the officer's final average earnings multiplied by a percentage
factor based upon years of service to the Company weighted separately for each
officer so that termination of employment at age sixty-five (65) provides a
maximum factor of sixty percent (60%) reduced by (ii) the value upon
retirement, of such officer's ESOP account and any other amounts payable to
such officer under any other qualified retirement plans adopted by the Company
subsequent to the SERP Agreement. Accordingly, the annual benefits payable
upon retirement at normal retirement age for Messrs. Giard and Smith are
difficult to estimate due to the offsetting value upon retirement of each
officer's ESOP account which is comprised solely of equity securities of the
Company. As of April 18, 1994, Mr. Giard is credited with 8 years of service
and Mr. Smith is credited with 6 years of service.
REPORT ON REPRICING OF OPTIONS
The Company has not adjusted or amended the exercise price of stock
options previously awarded to any of the named executive officers other than as
reported in previous proxy statements.
-13-
<PAGE> 16
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS
No executive officer of the Company has an employment contract and
there is no compensatory plan or arrangement in respect of the resignation,
retirement or any other termination of any executive officer's employment with
the Company or a change-in-control or any change in executive responsibilities
following a change-in-control.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee of the Board of Directors
during the last fiscal year is or formerly was an officer or employee of the
Company or any of its subsidiaries. No executive officer of the Company and no
member of the Compensation Committee has or had any relationships requiring
disclosure under regulations applicable to this Proxy Statement.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee reviews and determines all compensation
matters for the Company's executive officers. The executive compensation
program is comprised of salary, annual cash incentives and long-term incentives
principally in the form of employee stock options. Each year the Compensation
Committee determines salary adjustments, if any, and the level of benefit
grants under the Company's Incentive Stock Option Plan and Executive Bonus
Program as well as the contribution levels in respect of its Employee Stock
Ownership Plan. Generally, the Compensation Committee meets toward the end of
each fiscal year to consider executive compensation matters based on the
achievements of the Company in relation to certain performance targets. The
Compensation Committee also considers independent compensation studies relating
to executive compensation practices in the independent oil and gas industry.
The Compensation Committee's executive compensation practices are
designed to provide competitive levels of compensation that integrate base
salary, annual bonus and other compensation with Company performance, recognize
individual initiative and achievement as well as levels of compensation in the
industry, and assist the Company in attracting and obtaining qualified
executives.
The Omnibus Budget Reconciliation Act of 1993 contains provisions
which limit the tax deductibility of executive compensation in excess of $1
million per year, subject to certain exceptions. The policy of the Company is
to design its compensation programs to preserve the tax deductibility of
compensation paid to its executive officers and other members of management.
However, the Compensation Committee could in the future determine, taking into
consideration the relevant factors then in existence, to make awards or approve
compensation that does not qualify for a compensation deduction for tax
purposes, if the Compensation Committee believes it is in the Company's
interest to do so.
The Compensation Committee has reviewed the compensation of the
Company's CEO and other named executive officers for 1994; and, in particular,
reviewed the Company's achievements in respect of its performance targets for
1993 which included: (i) oil and gas reserve replacement - the Company's
yearend 1993 proved hydrocarbon reserves, on an equivalent barrel ("BOE")
basis, were to be equal to or greater than the Company's 1992 yearend proved
hydrocarbon reserves, less 15% of the Company's 1992 oil and gas production
(after adjustment for asset sales and the amount of capital expenditures made
during 1993); (ii) balance sheet improvement - the Company's yearend 1993
current asset/current liability ratio was to be 1:1 or better and an exchange
offer involving the Company's Gas Indexed Notes was to be successfully
completed (70% or greater acceptance) by yearend 1993; (iii) return on capital
- - the rate of return on the capital of the company, based on its 1993 EBITDA
(earnings before interest, taxes and depreciation, as adjusted for the impact
of oil and gas production rates and pricing scenarios), was to be 15% or
greater; and (iv) equity performance - the price of the Company's Class A
Common Stock was to increase by 100% or more during 1993.
-14-
<PAGE> 17
The Company's achievements in 1993 met or substantially exceeded all
of such performance targets.
The Company also achieved substantial administrative and operating
efficiencies in 1993. Its general and administrative costs declined to $5.3
million in 1993, down from $6.4 million in 1992, largely reflecting the
Company's continuing program to reduce such costs through the consolidation and
downsizing of various divisional offices and associated operations. Presidio's
production costs also declined in 1993 to $4.10 per BOE, compared to $4.38 per
BOE in 1992.
In recognition of the Company's outstanding achievements in 1993, both
in terms of substantially exceeding its performance goals and realizing
significant operating and administrative efficiencies in such year, the base
salaries of the Company's CEO and four other named executive officers as a
group were increased by approximately 10.8%. In addition, $272,500 of cash
bonuses, as well as stock options in respect of 505,000 Class A Common Shares,
were awarded to such executive officers.
The Compensation Committee intends to maintain its practice of
providing a competitive salary structure for its CEO and other executive
officers and basing salary levels, bonus and other compensation on corporate
and individual performance. In this respect the Compensation Committee
continues to establish annual performance goals to be achieved by the CEO and
the Company's other executive officers.
William D. Benjes, Jr., Co-Chairman
Vincent Farrell, Jr., Co-Chairman
J. Howard Marshall, II
PERFORMANCE GRAPH
The following performance graph compares, for the 1988-1993 period and
as of the record date of April 18, 1994, the percentage changes in the
Company's cumulative total shareholder return on its Class A Common Stock to
that of the American Stock Exchange Market Value Index and the S&P Oil-Domestic
Integrated Index. All cumulative returns assume reinvestment of dividends.
CUMULATIVE SHAREHOLDER RETURN COMPARISON
<TABLE>
<CAPTION>
1988 1989 1990 1991 1992 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Presidio Oil Company 100 174.56 105.85 70.47 18.72 44.12
AMEX Market Value 100 123.53 100.69 129.10 130.46 155.93
S&P Oil - Domestic Integrated 100 137.00 126.76 108.05 109.95 111.21
</TABLE>
COMPENSATION OF DIRECTORS
CASH COMPENSATION
Directors of the Company are each entitled to receive $2,500 for each
meeting of the Board of Directors and $2,000 for each meeting of a committee
(other than the Nominating Committee) of the Board of Directors that they
attend. Directors who are also employees of the Company are not compensated
separately for their service as directors of the Company or its subsidiaries.
STOCK OPTION PLANS FOR NON-EMPLOYEE DIRECTORS
Under four (4) Stock Option Plans for Non-Employee Directors
(previously defined as the "DSOPs"), respectively effective in 1987, 1989, 1991
and 1992, each of the then current non-employee directors of the Company was
granted options to purchase shares of Class B Common Stock and each then
current non-employee director who was a member of the Executive Committee of
the Board of Directors was granted an option to purchase additional shares of
Class B Common Stock. The aggregate number of shares of
-15-
<PAGE> 18
Class B Common Stock covered by such options is 294,863. (If the 1993 DSOP is
approved, the number of options outstanding under the DSOPs will be increased
by 225,000 shares of Class A Common Stock). The exercise price for such
options is the market price for the applicable Class A Common Stock and Class B
Common Stock on the dates when each of the DSOPs was approved by the
Compensation Committee, as ratified by the Company's stockholders. No options
granted under the DSOPs have been exercised.
1993 DSOP
As discussed previously in "Adoption of 1993 Stock Option Plan for
Non-Employee Directors", the Board of Directors is recommending that the
stockholders approve a new stock option plan for the Company's directors. See
Appendix A for the full text of the 1993 DSOP.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with the July 1992 sale of Mountain Gas Resources, Inc.
("MGRI"), a subsidiary of the Company, to an independent third party, George P.
Giard, Jr. and Robert L. Smith entered into consulting agreements with MGRI
which provided for Mr. Giard and Mr. Smith to be retained as consultants for a
period of two (2) years. In consideration of the provision of such services,
each received options to purchase 6,000 shares of MGRI Class A Common Stock,
$.01 par value per share, at an exercise price of $60.00 per share. In July
1993, MGRI was sold and each of Mr. Giard and Mr. Smith received proceeds of
$281,000 as a result of the sale of such options.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent
(10%) of a registered class of the Company's equity securities, to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission ("SEC") and the American Stock Exchange. Officers, directors and
greater than ten percent (10%) shareholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Forms 5 were required, the Company
believes that during the period from January 1, 1993 to December 31, 1993, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent (10%) beneficial owners were complied with, except
that two reports covering an aggregate of two hundred twenty-two transactions
were filed late by the Company's Employee Stock Ownership Plan Trust, George P.
Giard, Jr. and Robert L. Smith, as Co-Trustees thereof, and one report covering
an aggregate of two transactions, was filed late by Vincent Farrell, Jr., a
Director of the Company.
ACCOUNTANTS
Deloitte & Touche ("Deloitte") served as the Company's independent
auditors for the fiscal year ended December 31, 1993 and has been selected by
the Board of Directors to serve in such capacity for the current fiscal year.
Representatives of Deloitte are expected to be present at the Annual Meeting to
be available to respond to appropriate questions and to make a statement if
they desire.
STOCKHOLDER PROPOSALS
In accordance with rules of the SEC, stockholders of the Company may
present proposals to the Company for inclusion in the Company's Proxy Statement
prepared in connection with its next regular annual meeting of stockholders.
Such proposals must be received by the Company no later than December 31, 1994,
in order to be considered for inclusion in the Proxy Statement for the 1995
annual meeting.
-16-
<PAGE> 19
OTHER MATTERS
The Board of Directors knows of no matters other than those discussed
in this Proxy Statement that properly may be, or are likely to be, brought
before the meeting. In the event any other matters are properly brought before
the meeting, however, the proxy holders or their substitutes will vote in
accordance with their best judgment on such matters.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ BRUCE R. DEBOER
Bruce R. DeBoer
Corporate Secretary
April 28, 1994
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1993, EXCLUSIVE OF EXHIBITS, IS AVAILABLE TO EACH BENEFICIAL
OWNER OF THE COMPANY'S SECURITIES WITHOUT CHARGE UPON WRITTEN REQUEST SETTING
FORTH A GOOD FAITH REPRESENTATION THAT AS OF THE RECORD DATE, SUCH PERSON WAS A
BENEFICIAL OWNER OF THE COMPANY'S SECURITIES ENTITLED TO VOTE, TO: CORPORATE
SECRETARY, PRESIDIO OIL COMPANY, 5613 DTC PARKWAY, SUITE 750, P.O. BOX 6525,
ENGLEWOOD, COLORADO 80155-6525.
-17-
<PAGE> 20
APPENDIX A
PRESIDIO OIL COMPANY
1993 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
RECITALS
A. Pursuant to a resolution dated January 11, 1994 and effective
as of the Effective Date (as defined below), the Executive Committee of the
Board of Directors (the "Board") of Presidio Oil Company, a Delaware
corporation (the "Company"), adopts this 1993 Stock Option Plan for
Non-Employee Directors (the "Plan").
B. The purposes of the Plan are to secure for the Company the
benefits arising from capital stock ownership of its non-employee directors by
providing to such directors added incentive to continue in the service of the
Company and a more direct interest in the future success of the operations of
the Company by granting to such directors an option (individually, the
"Option") to purchase shares of the Company's Class A Common Stock, $.10 par
value per share (the "Stock"), subject to the terms and conditions described
below.
ARTICLE I
GENERAL
1.01 Definitions. For the purpose of this Plan, and as used herein
a "non-employee director" is an individual who (a) is a member of the Board and
(b) is neither an employee nor an officer of the Company. For purposes of this
Plan, an employee is an individual whose wages are subject to the withholding
of federal income tax under Section 3401 of the Internal Revenue Code of 1986,
as it may be amended from time to time (the "Code"), and an officer is an
individual elected or appointed by the Board or chosen in such other manner as
may be prescribed in the Bylaws of the Company to serve as such.
1.02 Options. The Options granted hereunder shall be options that
are not qualified as incentive stock options under Section 422 of the Code.
ARTICLE II
ADMINISTRATION
2.01 The Committee. The Plan shall be administered by the
Compensation Committee of the Board (the "Committee"), which shall be composed
of not fewer than three persons who shall be appointed by and serve at the
pleasure of the Board. Each member of the Committee shall be a person who at
the time he or she acts in administering the Plan is not eligible, and has not
at any time within one year prior thereto been eligible, for selection as a
person to whom stock may be allocated or to whom stock options or stock
appreciation rights may be granted pursuant to any other plan of the Company or
any of its affiliates entitling the participants therein to acquire stock,
stock options or stock appreciation rights of the Company or any of its
affiliates, except for the 1992 Stock Option Plan for Non-Employee Directors
effective April 16, 1993, the 1991 Stock Option Plan for Non-Employee
Directors, effective December 27, 1991, the 1989 Stock Option Plan for
Non-Employee Directors effective December 16, 1988 and the Stock Option Plan
for Non-Employee Directors effective December 10, 1987.
2.02 Quorum. A majority of the Committee shall constitute a
quorum, and the acts of a majority of the members present at any meeting at
which a quorum is present or participating by the means described in the last
sentence of this Section 2.02, or acts approved in writing by a majority of the
Committee, shall be the acts of the Committee. The Committee shall keep
minutes of its meetings. One or more members of the Committee may participate
in a meeting of the Committee by means of conference telephone or
A-1
<PAGE> 21
similar communications equipment by means of which all persons participating in
the meeting can hear each other.
2.03 Authority of the Committee. The Committee shall have no
authority, discretion or power to select the participants who will receive
Options, to set the number of shares to be covered by each Option, or to set
the exercise price or the period within which the Options may be exercised or
to alter any other terms or conditions specified herein, except in the sense of
administering the Plan subject to the provisions of the Plan. Subject to the
foregoing limitations, the Committee shall have authority and power to adopt
such rules and regulations and to take such action as it shall consider
necessary or advisable for the administration of the Plan, and to construe,
interpret and administer the Plan and the decisions of the Committee shall be
final and binding upon the Company, the Holders (as defined in Section 3.02
below) and all other persons. No member of the Committee shall incur any
liability by reason of any action or determination made in good faith with
respect to the Plan or any stock option agreement.
ARTICLE III
OPTIONS
3.01 Participation. Each individual who is a non-employee director
of the Company on the Effective Date shall receive an Option to purchase Stock
under the Plan on the terms and conditions herein described.
3.02 Stock Option Agreements. Each Option granted under the Plan
shall be evidenced by a written stock option agreement, which shall be entered
into by the Company and the non-employee director to whom the Option is granted
(the "Holder"), and which shall include or conform to the following terms and
conditions, and which may include such other terms and conditions, if any, not
inconsistent therewith or with the terms and conditions of this Plan as the
Committee considers appropriate in each case.
(a) Number. Each individual who is a non-employee
director on the Effective Date is entitled to receive under the Plan
an option to purchase 25,000 shares of Stock. The number of shares of
Stock relating to each Option shall be subject to adjustment from and
after the Effective Date as provided in Section 4.02 hereof.
(b) Price and Date. The date of grant of the initial
Options granted hereunder shall be the Effective Date of the Plan.
The "Effective Date" of the Plan shall be December 28, 1993, subject
to the application of Section 6.04. The price at which each share of
Stock covered by an Option may be purchased shall be at least one
hundred percent (100%) of the fair market value of such share on the
date of grant, and for the initial Options granted hereunder shall be
$1.8125 per share, which was the fair market value of the Stock on the
Effective Date. For purposes of this determination "fair market
value" means the closing price of a share of Stock as reported on the
American Stock Exchange on the date of grant. If no such closing
price is reported, then fair market value shall mean the closing price
of a share of Stock as reported on the American Stock Exchange on the
next preceding date when the Stock was traded.
(c) Option Period. The period within which each Option
may be exercised shall expire, in all cases, ten years from the date
of grant of the Option (the "Option Period"), unless terminated sooner
pursuant to subsection (d) below or fully exercised prior to the end
of such period.
(d) Termination of Service, Death, Etc. With respect to
the exercise of an Option in the event that the Holder ceases to be a
non-employee director of the Company for the reasons described in this
Section 3.02(d):
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<PAGE> 22
(i) If the Holder becomes disabled (within the
meaning of Section 22(e)(3) of the Code) while in a
directorship of the Company (including the additional three
month period provided in subsection (iii) of this Section
3.02(d)), the Option may be exercised within one year
following the cessation of service because of such disability
(if otherwise within the Option Period). In any such case,
the Option may be exercised only as to the shares as to which
the Option had become exercisable on or before the date of the
Holder's cessation of service; or
(ii) If the Holder shall die while in a
directorship of the Company (including during the additional
three month period provided by subsection (iii) of this
Section 3.02(d)), the Option may be exercised within one year
following such death (if otherwise within the Option Period),
but not thereafter, by the Holder's legal representative or
representatives, or by the person or persons entitled to do so
under the Holder's last will and testament, or if the Holder
shall fail to make testamentary disposition of his Option or
shall die intestate, by the person or persons entitled to
receive said Option under the laws of descent and
distribution. In any such case, the Option may be exercised
only as to the shares as to which the Option had become
exercisable on or before the date of the Holder's death; or
(iii) If the directorship of a Holder is terminated
for any reason (other than the circumstances specified in
subsections (i) and (ii) of this Section 3.02(d)) within the
Option Period, the Option may be exercised within three months
following the date of such termination (if otherwise within
the Option Period), but not thereafter. In any such case, the
Option may be exercised only as to the shares as to which the
Option had become exercisable on or before the date of the
Holder's cessation of service.
(e) Transferability. Each Option granted under the Plan
shall not be transferable by the Holder except by will or pursuant to
the laws of descent and distribution, and shall be exercisable during
the Holder's lifetime only by the Holder.
(f) Exercise, Payments, Etc. The method for exercising
each Option granted pursuant to the Plan shall be by delivery to the
Company of written notice specifying the number of shares with respect
to which the Option is exercised. If requested by the Company, such
notice shall contain the Holder's representation that he is purchasing
the Stock for investment purposes only and his agreement not to sell
any stock so purchased in any manner that is in violation of the
Securities Act of 1933, as amended, or any applicable state law. Such
restrictions, or notice thereof, shall be placed on thecertificates
representing the Stock so purchased. The purchase of such Stock shall
take place at the principal offices of the Company within twenty days
following delivery of such notice, at which time the purchase price of
the Stock shall be paid in full in cash, by certified or cashier's
check payable to the Company's order, or by delivery to the Company of
certificates representing the number of shares of Stock then owned by
the exercising Holder, the fair market value of which, on the date of
exercise, equals the purchase price of the Stock purchased pursuant to
the Option, properly endorsed for transfer to the Company, or, by any
combination of such methods of payment; provided, however, that no
Option may be exercised by delivery of certificates representing Stock
unless the Holder has held such Stock for more than six months. A
properly executed certificate or certificates representing the Stock
shall be delivered to the Holder upon payment therefor. The "fair
market value" of any shares of the Company's Stock which may be
delivered upon exercise of the Option shall be determined in the
manner consistent with Section 3.02(b) hereof.
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<PAGE> 23
(g) Service Required For Exercise. Each Option shall become
exercisable in equal increments after each of the first four years of
continuous service by the Holder as a non-employee director of the Company
after the date of grant of the Option as follows:
<TABLE>
<CAPTION>
NUMBER OF SHARES AS TO ALL OR
REQUIRED NUMBER OF YEARS PART OF WHICH THE OPTION MAY BE
OF CONTINUOUS SERVICE AS EXERCISED AFTER SUCH PERIOD
A NON-EMPLOYEE DIRECTOR OF CONTINUOUS SERVICE AS
AFTER THE DATE OF GRANT A NON-EMPLOYEE DIRECTOR
------------------------ -------------------------------
<S> <C>
1 . . . . . . . . . . . . . . . . . . . . . . 1/4 of the total number of shares
covered by the Option
2 . . . . . . . . . . . . . . . . . . . . . An additional 1/4
3 . . . . . . . . . . . . . . . . . . . . . . An additional 1/4
4 . . . . . . . . . . . . . . . . . . . . . . An additional 1/4
</TABLE>
No part of the Option shall be exercisable until after the first full year of
continuous service after the date of grant of the Option. Except as set forth
in Article 5 hereof, the Option shall not be exercisable as to any shares as to
which the continuous service requirement shall not be satisfied, regardless of
the circumstances under which the Holder's service to the Company shall be
terminated. The number of shares as to which the Option may be exercised shall
be cumulative, so that once the Option shall become exercisable as to any
shares it shall continue to be exercisable as to such shares, until expiration
or termination of the Option as provided in the Plan.
ARTICLE IV
AUTHORIZED STOCK
4.01 The Stock. The total number of shares of Stock as to which
Options may be granted pursuant to the Plan shall not exceed 225,000, in the
aggregate, except as such number of shares shall be adjusted from and after the
Effective Date in accordance with the provisions of Section 4.02 hereof. If
any outstanding Option under the Plan shall expire or be terminated for any
reason before the end of the Option Period, the shares of Stock allocable to
the unexercised portion of such Option may be reallocated under the Plan. The
Company shall at all times during the life of any outstanding Options retain as
authorized and unissued shares or treasury shares at least the number of shares
from time to time included in the outstanding Options, or otherwise assure
itself of its ability to perform its obligations under the Plan.
4.02 Adjustments by Stock Split, Stock Dividend, Etc. If the
Company shall at any time increase or decrease the number of its outstanding
shares of Stock, or change in any way the rights and privileges of such shares
by means of the payment of a stock dividend or the making of any other
distribution upon such shares payable in Stock, or through a stock split or
subdivision of shares, or a consolidation or combination of shares, or through
a reclassification or recapitalization involving the Stock, the numbers, rights
and privileges of the following shall be increased, decreased or changed in
like manner as if they had been issued and outstanding, fully paid and
nonassessable at the time of such occurrence: (a) the shares of Stock with
respect to which Options may be granted under the Plan; (b) the maximum number
of shares of Stock with respect to which a non-employee director may receive an
Option hereunder; and (c) the shares of Stock then included in each outstanding
Option granted hereunder.
4.03 Dividend Payable in Stock of Another Corporation, Etc. If the
Company shall at any time pay or make any dividend or other distribution upon
the Stock payable in securities or other property (except money or Stock), a
proportionate part of such securities or other property shall be set aside and
delivered to any Holder then holding an Option for the Stock, upon exercise
thereof.
4.04 Other Changes in Stock. In the event there shall be any
change, other than as specified in Sections 4.02 and 4.03, in the number or
kind of outstanding shares of Stock or of any stock or other securities into
which the Stock shall be changed or for which it shall have been exchanged,
then and if the
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<PAGE> 24
Committee shall in its discretion determine that such change equitably requires
an adjustment in the number or kind of shares subject to outstanding Options or
which have been reserved for issuance pursuant to the Plan but are not then
subject to an Option, such adjustments shall be made by the Committee and shall
be effective for all purposes of the Plan and on each outstanding stock option
agreement.
4.05 Apportionment of Price. Upon any occurrence described in the
preceding Sections 4.02, 4.03 and 4.04, the total exercise price under any then
outstanding Option shall remain unchanged but shall be apportioned ratably over
the increased or decreased number or changed kinds of securities or other
property subject to the option.
4.06 Rights to Subscribe. If the Company shall at any time grant
to the holders of its Stock rights to subscribe pro rata for additional shares
thereof or for any other securities of the Company or of any other corporation,
there shall be added to the number of shares then under option to any Holder
the Stock or other securities which the Holder would have been entitled to
subscribe for if immediately prior to such grant the Holder had exercised his
entire Option, and the option price shall be increased by the amount of the
price which would have been payable by the Holder for such Stock or other
securities.
4.07 General Adjustment Rules. No adjustment or substitution
provided for in this Article IV shall require the Company to sell a fractional
share under any stock option agreement and the total substitution or adjustment
with respect to each stock option agreement shall be limited by deleting any
fractional share. In the case of any such substitution or adjustment, the
exercise price per share in each such stock option agreement shall be equitably
adjusted by the Committee to reflect the greater or lesser number of shares of
Stock or other securities into which the Stock subject to the Option may have
been changed.
4.08 Determination by the Committee, Etc. Adjustments under this
Article IV shall be made by the Committee, whose determinations with regard
thereto shall be final and binding. No fractional shares of Stock shall be
issued on account of any such adjustment.
ARTICLE V
REORGANIZATION OR LIQUIDATION
5.01 Effect of Merger, Consolidation, Etc. Upon the occurrence of
any of the following events, if the notice required by Section 5.02 shall have
first been given, this Plan and all options then outstanding under it shall
automatically terminate and be of no further force and effect whatever, without
the necessity for any additional notice or other action by the Committee, the
Board or the Company: (a) the merger, consolidation or liquidation of the
Company or the acquisition of its assets or stock pursuant to a nontaxable
reorganization (but only if the Company is not the surviving corporation),
unless the surviving or acquiring corporation, as the case may be, shall assume
the outstanding options or substitute new options for them pursuant to Section
424(a) of the Code; (b) the dissolution or liquidation of the Company; (c) the
appointment of a receiver for all or substantially all of the Company's assets
or business; (d) the appointment of a trustee for the Company after a petition
has been filed for the Company's reorganization under applicable statutes; or
(e) the sale, lease or exchange of all or substantially all of the Company's
assets and business.
5.02 Notice of Such Occurrences. At least thirty (30) days prior
written notice of any event described in Section 5.01, except the transactions
described in subsections 5.01(c) and (d) as to which no notice shall be
required, shall be given by the Company to each Holder theretofore granted an
Option under the Plan. The Holders so notified may exercise their Options at
any time before the occurrence of the event requiring the giving of notice,
regardless of whether all conditions of exercise relating to continuation of
employment for specified periods of time have been satisfied. Such notice
shall be deemed to have been given when delivered personally to a Holder or
when mailed to a Holder by registered or certified mail, postage prepaid, at
such Holder's last address known to the Company.
A-5
<PAGE> 25
ARTICLE VI
GENERAL PROVISIONS
6.01 Expiration. The Plan shall terminate whenever the Board
adopts a resolution to that effect. If not sooner terminated under the
preceding sentence, the Plan shall wholly cease and expire ten years after the
Effective Date. After termination, no Option shall be granted under this Plan,
but the Company shall continue to recognize Options previously granted.
6.02 Amendments, Etc. The Board may from time to time amend,
modify, suspend or terminate the Plan. Nevertheless, no such amendment,
modification, suspension or termination shall (a) impair any Option theretofore
granted under the Plan or deprive any Holder of any shares of Stock which he
may have acquired through or as a result of the Plan, or (b) be made without
the approval of the stockholders of the Company where such change would (i)
materially increase the total number of shares of Stock which may be issued
under the Plan, (ii) materially alter the class of persons eligible to be
granted Options under the Plan, or (iii) materially increase the benefits
accruing to Holders under the Plan.
6.03 Treatment of Proceeds. Proceeds from the sale of Stock
pursuant to Options granted under the Plan shall constitute general funds of
the Company.
6.04 Effectiveness. This Plan shall become effective as of the
Effective Date, subject to the conditions stated in the following sentence.
This Plan and any Option granted pursuant hereto are conditional on and shall
be of no force and effect unless and until approval of the Plan by the holders
of a majority of the voting power of the shares of the common stock present or
represented and entitled to vote at a meeting of stockholders of the Company
held within one year following the date of the Plan's adoption by the Board set
forth herein.
6.05 Paragraph Headings. The paragraph headings are included
herein only for convenience, and they shall have no effect on the
interpretation of the Plan.
A-6
<PAGE> 26
PRESIDIO OIL COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS, JUNE 14, 1994
The undersigned stockholder of Presidio Oil Company, a Delaware
corporation ("Presidio"), hereby appoints George P. Giard, Jr. and Robert L.
Smith, and each of them, as proxies of the undersigned, with full power of
substitution, to vote all the shares of CLASS A COMMON STOCK, $.10 par value
per share, of Presidio which the undersigned may be entitled to vote at the
Annual Meeting of Stockholders of Presidio to be held in the Board Room of The
Chase Manhattan Bank Executive Conference Facility, Fifth Floor, 410 Park
Avenue, New York, New York, on Tuesday, June 14, 1994 at 9:00 A.M. Eastern
Time, and at any adjournment or postponement of such meeting, with all powers
which the undersigned would possess if personally present, on the matters set
forth on the reverse side of this proxy and such other matters as may properly
come before such meeting.
THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR DIRECTOR AND FOR
ADOPTION OF PROPOSAL NO. 2.
(Continued, and to be dated and signed on reverse side.)
<PAGE> 27
<TABLE>
<S> <C>
1. Election of Directors (Class C FOR all nominees listed below WITHHOLD AUTHORITY to
Nominees for a three year term (except as marked to the contrary) / / vote for all nominees listed / /
ending 1997): below
Nominees: George P. Giard, Jr., Peter H. Havens and Robert L. Smith
Instruction: To withhold authority to vote for any individual nominee write that nominee's name on the following line.
---------------------------------------------------------------------------------------------------------
2. Adoption of the 1993 Non-Employee Director Stock Option Plan. FOR / / AGAINST / / ABSTAIN / /
Address Change / /
PROXY DEPARTMENT
NEW YORK, N.Y. 10203-0809
This proxy should be dated, signed by the
stockholder as his or her name appears below,
and returned promptly in the enclosed envelope
whether or not the stockholder plans to attend
the meeting. Joint owners should each sign
personally, and attorneys, executors,
administrators, trustees, guardians or
custodians should indicate the capacity in
which they sign.
Dated: , 1994
----------------------------------
-------------------------------------------
Signature of Stockholder
-------------------------------------------
Signature of Stockholder
PLEASE SIGN AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE.
NO POSTAGE REQUIRED IF MAILED IN THE UNITED STATES OF AMERICA. VOTES MUST BE INDICATED (X) IN BLACK OR BLUE
INK.
</TABLE>
<PAGE> 28
PRESIDIO OIL COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS, JUNE 14, 1994
The undersigned stockholder of Presidio Oil Company, a Delaware
corporation ("Presidio"), hereby appoints George P. Giard, Jr. and Robert L.
Smith, and each of them, as proxies of the undersigned, with full power of
substitution, to vote all the shares of CLASS B COMMON STOCK, $.10 par value
per share, of Presidio which the undersigned may be entitled to vote at the
Annual Meeting of Stockholders of Presidio to be held in the Board Room of The
Chase Manhattan Bank Executive Conference Facility, Fifth Floor, 410 Park
Avenue, New York, New York, on Tuesday, June 14, 1994 at 9:00 A.M. Eastern
Time, and at any adjournment or postponement of such meeting, with all powers
which the undersigned would possess if personally present, on the matters set
forth on the reverse side of this proxy and such other matters as may properly
come before such meeting.
THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR DIRECTOR AND FOR
ADOPTION OF PROPOSAL NO. 2.
(Continued, and to be dated and signed on reverse side.)
<PAGE> 29
<TABLE>
<S> <C>
1. Election of Directors (Class C FOR all nominees listed below WITHHOLD AUTHORITY to
Nominees for a three year term (except as marked to the contrary) / / vote for all nominees listed / /
ending 1997): below
Nominees: George P. Giard, Jr., Peter H. Havens and Robert L. Smith
Instruction: To withhold authority to vote for any individual nominee write that nominee's name on the following line.
---------------------------------------------------------------------------------------------------------
2. Adoption of the 1993 Non-Employee Director Stock Option Plan. FOR / / AGAINST / / ABSTAIN / /
Address Change / /
PROXY DEPARTMENT
NEW YORK, N.Y. 10203-0809
This proxy should be dated, signed by the
stockholder as his or her name appears below,
and returned promptly in the enclosed envelope
whether or not the stockholder plans to attend
the meeting. Joint owners should each sign
personally, and attorneys, executors,
administrators, trustees, guardians or
custodians should indicate the capacity in
which they sign.
Dated: , 1994
----------------------------------
-------------------------------------------
Signature of Stockholder
-------------------------------------------
Signature of Stockholder
PLEASE SIGN AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE.
NO POSTAGE REQUIRED IF MAILED IN THE UNITED STATES OF AMERICA. VOTES MUST BE INDICATED (X) IN BLACK OR BLUE
INK.
</TABLE>
