<PAGE> 1
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
PYRAMID OIL COMPANY
(Name of Registrant as Specified in its Charter)
Lee G. Christianson
(Name of Person Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 00-11.
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 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
PYRAMID OIL COMPANY
2008 21st Street
P.O. Box 832
Bakersfield, California 93302
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 5, 1997
To the shareholders:
NOTICE is hereby given that the Annual Meeting of Shareholders (the
"Annual Meeting") of Pyramid Oil Company (the "Company") will be held at
the Sheraton Four Points Hotel, in the Belridge Room, 5101 California
Avenue, Bakersfield, California 93309, on Thursday, June 5, 1997 at 10:30 A.M.
Pacific Daylight Time, for the following purposes:
1. To elect a Board of Directors for the ensuing year; and
2. To approve the selection of Arthur Andersen LLP as independent
auditors for the Company for the year ending December 31, 1997;
and
3. To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
Information concerning these matters, including the names of the nominees
for the Board of Directors of the Company (the "Board"), is set forth in the
attached Proxy Statement included in this notice.
Holders of the Company's Common Stock at the close of business on April
7, 1997, the record date fixed by the Board, are entitled to notice of and to
vote at the Annual Meeting. The Board urges that all shareholders of record
exercise their right to vote personally at the meeting or by proxy.
A copy of the Company's Annual Report to Shareholders containing finan-
cial statements and other information of interest to shareholders is enclosed
herewith. You are urged to read the enclosure.
All shareholders are requested to read the enclosed Proxy Statement and
to sign, date and complete the enclosed proxy and return it promptly in the
accompanying postage prepaid, pre-addressed envelope, whether or not they
attend the meeting, to assure that their shares will be represented. Any
shareholder giving a proxy has the right to revoke it at any time before it is
voted.
Your prompt response will be appreciated.
By Order of the Board of Directors
Lee G. Christianson, Secretary
Bakersfield, California
April 30, 1997
PLEASE SIGN AND DATE THE ENCLOSED FORM OF PROXY AND MAIL IT PROMPTLY IN THE
ENCLOSED RETURN ENVELOPE, IN ORDER TO ASSURE THAT YOUR VOTES ARE COUNTED.
<PAGE> 3
PYRAMID OIL COMPANY
2008 21st Street
P.O. Box 832
Bakersfield, California 93302
----------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
JUNE 5, 1997
----------------
PROXY SOLICITATION
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of Pyramid Oil Company (the "Company") of
proxies to be used at the Annual Meeting of Shareholders of the Company (the
"Annual Meeting") to be held on June 5, 1997, and at any adjournment or
adjournments thereof. This Proxy Statement, together with the accompanying
proxy, is first being mailed to shareholders on or about April 30, 1997. You
are requested to sign, date and return the enclosed proxy card in order to
ensure that a majority of the outstanding shares of common stock of the
Company (the "Common Stock") are represented at the meeting.
Any proxy given by a shareholder of the Company may be revoked at any
time before it is voted by attending the Annual Meeting and voting in person
or by filing with the Secretary of the Company an instrument revoking the
proxy or a duly executed proxy bearing a later date. If the enclosed form of
proxy is properly executed and returned, the Common Stock represented thereby
will be voted in accordance with the instructions given by the proxy. IF NO
INSTRUCTIONS ARE GIVEN, THE COMMON STOCK WILL BE VOTED "FOR" (1) APPROVAL OF
THE ELECTION OF THE NOMINEES FOR DIRECTORS NAMED HEREIN; AND (2) THE
RATIFICATION OF THE COMPANY'S SELECTION OF ARTHUR ANDERSEN LLP AS THE
COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 1997. If any
other matters are properly presented at the meeting, or any adjournment
thereof, the persons voting the proxies will vote according to their best
judgment.
Solicitation of proxies will be primarily by mail, although some
solicitation will be by telephone, telegraph or personal interview. Proxies
may be solicited by officers, directors and regular employees of the Company.
The Company will not pay any additional compensation for such solicitations.
Arrangement may be made with brokerage houses and with the Company's transfer
agent, U.S. Stock Transfer, Glendale, California, to send notices, proxy
statements, proxies and other materials to shareholders. The cost for such
services is expected to be nominal and will be borne by the Company.
<PAGE> 4
RECORD DATE AND VOTING
Only holders of the Company's Common Stock at the close of business on
April 7, 1997, shall be entitled to notice of and to vote at the Annual
Meeting. Transferees of Common Stock which are transferred on the books of
the Company subsequent to such date shall not be entitled to notice of or to
vote at the Annual Meeting.
As of April 7, 1997, there were outstanding 2,494,430 shares of Common
Stock entitled to vote. A majority of the outstanding shares of Common Stock
entitled to vote whether present or in person or by proxy constitutes a quorum
for the conduct of business at the Annual Meeting. Abstentions will be
treated as shares present and entitled to vote for purposes of determining the
presence of a quorum. Unless cumulative voting is requested by a shareholder,
each share of Common Stock is entitled to one vote for the election of each
director of the Company. Under the California General Corporation Law, if a
shareholder gives notice prior to the commencement of voting on the election
of directors of his or her intention to cumulate his or her votes then all
shareholders (or their proxies) may cumulate their votes. No cumulative
voting will occur if no such notice is given.
Cumulative voting permits each shareholder to cast an aggregate number of
votes equal to the number of shares owned multiplied by the number of
directors to be elected; all of such votes may be cast for a single nominee or
may be allocated among any two or more nominees as the shareholder wishes.
If a proxy is marked "FOR" the election of directors, it may, at the
discretion of the persons named in the enclosed form of proxy (the "Proxy
Holders"), be voted cumulatively in the election of directors. In the absence
of cumulative voting, a simple majority of the shares voting will elect all of
the Directors. Under either form of voting, the five nominees receivng the
highest number of votes will be elected as directors.
Each share entitled to vote at the Annual Meeting will be entitled to one
vote for the ratification of the Company's independent auditors. The
ratification of the independent auditors requires the affirmative vote of a
majority of the Common Stock represented and eligible to vote at the Annual
Meeting. Accordingly, abstentions from voting on the ratification will have
the effect of a vote "AGAINST" the ratification.
If you hold your shares of Common Stock in "street name" and you fail to
instruct your broker or nominee as to how to vote your stock, your broker or
nominee may, in its discretion, vote your shares "FOR" the election of the
Board's nominees for directors and "FOR" the proposal to ratify Arthur
Andersen LLP as the Company's independent auditors for the fiscal year ending
December 31, 1997.
ELECTION OF DIRECTORS
Directors are to be elected at the Annual Meeting to serve until the next
annual meeting and until their successors are elected and qualified. Unless
authority to vote for directors is withheld in the proxy card, it is the
<PAGE> 5
intention of the Proxy Holders to vote for the election of the following five
persons as directors: John H. Alexander, Otto Hackel, J. Ben Hathaway, John
E. Turco and Jack W. Wood.
The Board has been informed that all nominees are willing to serve as
directors. If any of them should decline or be unable to act as a director,
the Proxy Holders will vote for the election of another person or persons as
they, in their discretion, may choose. The Board has no reason to believe any
nominee will be unable or unwilling to serve.
The nominees for election as directors of the Company are as follows:
<TABLE>
<CAPTION>
Director Officer
Name Age Position(1) Since Since
----- ---- ----------- -------- -------
<S> <C> <C> <C> <C>
J. Ben Hathaway 57 President, Chief Executive 1984 1986
Officer and Director
John H. Alexander 49 Vice President and Director 1984 1986
Otto Hackel 76 Director 1991 --
John E. Turco 66 Director 1996 --
Jack W. Wood 71 Director 1986 --
</TABLE>
(1) Position listed is that held with the Company.
J. BEN HATHAWAY
Mr. Ben Hathaway has been an independent oil and gas operator and
President of Marlyn Company, an oil and gas production company located in
Bakersfield, California. Mr. Ben Hathaway has been President of Marlyn
Company since 1973.
JOHN H. ALEXANDER
Mr. Alexander has been an independent oil operator and President of
Alexander Oil Company, Newport Beach, California. Alexander Oil Company is an
oil and gas production company. Mr. Alexander has been President of Alexander
Oil Company since 1970.
OTTO HACKEL
Mr. Hackel is co-founder and President of Independent Exploration
Company, an oil and gas exploration and production company founded in 1978.
Mr. Hackel is a Stanford University graduate, a geologist whose experience
includes the U.S., Peru, and the Middle East. Mr. Hackel has several
publications, including "Geology of the Great Valley of California" in the
California Division of Mines and Geology, Bulletin 180. Mr. Hackel's
<PAGE> 6
professional experience includes associations with Tidewater, Intex, Buttes
Gas & Oil and Montara Petroleum Company.
JOHN E. TURCO
Since 1988, Mr. Turco has been a private investor, primarily in
agricultural businesses.
JACK W. WOOD
Mr. Wood is President of La Bar Ensign, Inc., an oil and gas exploration
company and is also President of Ventura Realty Company. Mr. Wood is a real
estate developer and royalty owner located in Ventura, California. He has
held these positions since July, 1984. Mr. Wood was Chairman of the Board of
the Company from October 1971 to July 1984.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
NOMINEES NAMED. PROXIES RETURNED TO THE COMPANY WILL BE VOTED "FOR" THE
NOMINEES NAMED UNLESS OTHERWISE INSTRUCTED.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the federal securities laws, the Company's directors, executive
officers, and any person holding more than 10% of the Company's Common Stock
are required to report their ownership of the Company's securities and any
changes in that ownership to the Securities and Exchange Commission. Specific
due dates for these reports have been established, and the Company is required
to report any failures to file by these dates. The Company knows of no
instances of persons who have failed to file or have delinquently filed
Section 16(a) reports within the most recently completed fiscal year.
IDENTIFICATION OF EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Officer
Name Age Position Since
---- --- -------- -------
<S> <C> <C> <C>
J. Ben Hathaway 57 President and Chief 1986
Executive Officer
John H. Alexander 49 Vice President 1986
</TABLE>
The biographical descriptions of Mr. Hathaway and Mr. Alexander are included
under "Election of Directors."
<PAGE> 7
SECURITY OWNERSHIP OF DIRECTORS, OFFICERS AND NOMINEES
The following table sets forth certain information as of April 7, 1997,
with respect to beneficial ownership of the Company's Common Stock by the
Company's officers and nominees for election as directors. The number of
shares owned are those "beneficially owned", as determined under rules of the
Securities and Exchange Commission. The information disclosed below is not
necessarily indicative of beneficial ownership for any other purpose.
Beneficial ownership as described below, includes any shares of Common Stock
as to which the director has sole or shared voting power or investment power
pursuant to a discretionary account or similar arrangement.
<TABLE>
<CAPTION>
Percentage of
Shares Outstanding
Name and Title (1) Owned (2) Common Stock(3)
----------------- -------- ---------------
<S> <C> <C>
J. Ben Hathaway, 259,300(4) 10.40%
Director, President
John H. Alexander, 49,532 1.99%
Director, Vice President
Otto Hackel, Director -- --
John E. Turco 37,600(5) 1.51%
Jack W. Wood, Director 34,340 1.38%
Directors and Officers
as a Group (6 persons) 378,772 15.26%
</TABLE>
- -----------
(1) Title listed refers to the Company unless otherwise stated.
(2) Amounts reported by directors do not include shares held in name of
their spouse, children and other relatives.
(3) As a percentage of the 2,494,430 shares of Common Stock outstanding at
April 7, 1997.
(4) Mr. J. Ben Hathaway's children own in the aggregate, 1,600 shares of
Common Stock. Mr. Hathaway disclaims any beneficial interest in such
shares and the shares of the Company's Common Stock owned by the Anna
A. Hathaway Revocable Trust, see "Principal Holders of Securities."
(5) Mr. Turco owns 50% of Corotto Co. which in turn owns 14,500 shares of
the Company. Such shares are included in the total shares owned.
<PAGE> 8
COMMITTEES OF THE BOARD OF DIRECTORS
All Directors of the Company comprise the Audit Committee, which reviews
the Company's financial and accounting organization, financial reporting, and
the reports of the independent auditors. The Audit Committee held one meeting
during the last fiscal year as the Audit Committee. All Directors attended
the Audit Committee meeting.
All Directors of the Company comprise the Nominating Committee, which
recommends prospective directors to fill vacancies that may arise from time to
time and proposes individuals for election to the Company's Board by the
Company's shareholders. It is the policy of the Board to consider as
potential nominees any persons proposed by any of the Company's shareholders,
provided that such proposal is received in writing sufficiently in advance of
the annual meeting of shareholders to allow the Board to adequately evaluate
the candidate. The Nominating Committee held one meeting during the last
fiscal year. All Directors attended the Nominating Committee meeting. The
Company has no Compensation Committee.
ATTENDANCE AND COMPENSATION
The Board met one time during 1996. Only non-employee directors receive
payment for service as directors of the Company. Non-employee directors
receive $225.00 for each Board meeting attended. All directors attended the
meeting.
EXECUTIVE COMPENSATION
The following table sets forth the compensation for the Chief Executive
Officer ("CEO") as indicated below. No other executive officer received over
$100,000 in cash compensation for the fiscal year ended December 31, 1995.
<TABLE>
<CAPTION>
Long Term
Name and Annual Compensation Compensation
Principal Position Year Salary Other Options - #
- ------------------ ---- ------ ----- ------------
<S> <C> <C> <C> <C>
J. Ben Hathaway 1996 $ 77,700 (1) -0-
President and Chief 1995 77,800 (1) -0-
Executive Officer 1994 76,900 (1) -0-
</TABLE>
- ------------
(1) Personal benefits do not exceed 10% of salary.
RETIREMENT AND EMPLOYEE BENEFIT PLANS
The Company does not maintain a retirement plan for any of its employees.
<PAGE> 9
PRINCIPAL HOLDERS OF SECURITIES
The following table furnishes information as of April 7, 1997, as to all
persons known to the Company to be a beneficial owner of more than 5% of the
Company's Common Stock.
<TABLE>
<CAPTION>
Number of Percentage of
Beneficially Outstanding
Name and Address Owned Shares Common Stock
---------------- ------------ --------------
<S> <C> <C>
The Anna A. Hathaway 1,041,635 41.76%
Revocable Trust, TR UA
DTD September 5, 1984(1)
FBO Northern Trust
50 South LaSalle Street
Chicago, Illinois 60675
Cede and Company 690,564 27.68%
7 Hanover Square
New York, New York 10004
J. Ben Hathaway 259,300 10.40%
P. O. Box 832
Bakersfield, CA 93302
</TABLE>
- ----------
(1) Although J. Ben Hathaway, Anna Hathaway's son, and Northern Trust Bank
of California, N.A. are co-trustees of the trust, under the provisions
of the trust, the trustees are required to vote the shares in the manner
directed by Anna Hathaway. Ms. Hathaway has the power to veto any sale
or transfer with respect to such shares.
SELECTION OF INDEPENDENT AUDITORS
The Audit Committee has selected Arthur Andersen LLP as independent
public accountants to audit the books, records and accounts of the Company for
the year ending December 31, 1997. The appointment is being presented to the
shareholders for their ratification. Arthur Andersen LLP has audited the
books, records and accounts of the Company since 1987. Representatives of
that firm will be present at the meeting. They will have an opportunity to
make statements if they desire and will be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE SELECTION OF ARTHUR
ANDERSEN LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 1997. PROXIES WILL BE VOTED "FOR" RATIFICATION OF THE SELECTION
OF ARTHUR ANDERSEN LLP IF NO DIRECTION IS GIVEN IN THE PROXIES.
<PAGE> 10
ANNUAL REPORT TO SHAREHOLDERS
Accompanying this Proxy Statement is a copy of the Company's 1996 Annual
Report to Shareholders, the contents of which are hereby incorporated by
reference to this Proxy Statement.
SHAREHOLDER PROPOSALS
FOR THE 1998 ANNUAL MEETING OF SHAREHOLDERS
Shareholders wishing to offer a proposal at the next annual meeting for
inclusion in the proxy statement therefore must submit those proposals to the
Company's Secretary no later than December 31, 1997. Proposals should be
mailed to Lee G. Christianson, Pyramid Oil Company, P.O. Box 832, Bakersfield,
California 93302.
OTHER MATTERS
The Board of Directors is not aware of any other matters to be presented
at the Annual Meeting. If any other matters should properly come before the
meeting, the Proxy Holders will vote the proxies according to their best
judgment.
The Company filed an annual report on Form 10-KSB with the Securities and
Exchange Commission. Shareholders may obtain a copy of this report without
charge, by writing to Lee G. Christianson, Secretary, Pyramid Oil Company,
P.O. Box 832, Bakersfield, California 93302.
<PAGE> 11
- ------------------ ---------------------
Proxy Number Number of Shares
PYRAMID OIL COMPANY
P. O. Box 832-2008, 21st Street
Bakersfield, California 93302
Please Sign and Return Promptly
Date: 1996
-----------------
------------------------------
(Signature(s) of Shareholders)
Please date and sign exactly as name appears
hereon. When signing as executor, adminis-
trator, trustee, guardian, attorney, etc.
full title as such should be shown. If
shares are registered in more that one name
all registered owners should sign.
THIS PROXY MAY BE REVOKED AT ANYTIME BEFORE IT IS VOTED AT THE MEETING
<PAGE> 12
PROXY
PYRAMID OIL COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Pyramid Oil Company (the "Company") hereby
appoints J. Ben Hathaway and John H. Alexander, and each of them, the true and
lawful attorneys, agents and proxies of the undersigned, with full power of
substitution and revocation to each of them, for and in the name of the
undersigned to vote all the shares of Common Stock of the Company which the
undersigned may be entitled to vote at the Annual Meeting of Shareholders of
the Company to be held at the Sheraton Four Points Hotel, in the Belridge
Room, 5101 California Avenue, Bakersfield, California 93309 on Thursday, June
5, 1997 at 10:30 A.M. Pacific Daylight Time, and at any adjournment of such
meeting, as fully as the undersigned could do if present in person. The
undersigned hereby revokes all proxies heretofore given. Without limiting the
generality of the foregoing, said proxies are authorized to vote:
(1) Election of Directors
/ / FOR all nominees listed below (except as marked to the
contrary below.
/ / WITHHOLD AUTHORITY to vote for all nominees below.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEES NAME IN THE LIST BELOW.)
J. Ben Hathaway, John H. Alexander, Otto Hackel, John E. Turco, Jack Wood
(2) To ratify the selection of Arthur Andersen LLP as the
Company's independent auditors for 1997:
/ /FOR / /AGAINST / /ABSTAIN
(3) Transact any and all other business which may properly come
before the meeting or any adjournment of such meeting.
EACH PROPERLY SIGNED PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS
MADE THEREON. IF NO SPECIFICATIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF THE NOMINEES FOR DIRECTORS NAMED ABOVE AND THE RATIFICATION OF
INDEPENDENT AUDITORS NAMED ABOVE.
