THE RESERVE PETROLEUM COMPANY
PROXY OF ANNUAL MEETING OF STOCKHOLDERS
MAY 7, 1996
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned holder(s) of common stock of The Reserve Petroleum
Company, a Delaware corporation, does hereby constitute and appoint Mason
McLain and Robert T. McLain as true and lawful attorneys and proxies for the
undersigned, each with full power of substitution and revocation, to vote for
and in the name, place and stead of the undersigned at the Annual Meeting of
Stockholders of the Company to be held at 6801 N. Broadway, Suite 300, Oklahoma
City, Oklahoma, on Tuesday, May 7, 1996, at 3:00 p.m., and any adjournment
thereof, all of the stock of the Company which the undersigned would be
entitled to vote if then personally present, hereby revoking any Proxy
heretofore given.
This Proxy will confer discretionary authority to vote upon matters
incidental to the conduct of the meeting, matters not known to management prior
to the date of the Proxy Statement which are presented to the meeting and the
approval of the form of minutes of the 1995 Annual Stockholders' Meeting.
Election of Directors
WITHHOLD
VOTE FOR AUTHORITY TO VOTE NOMINEE
( ) ( ) Mason McLain
( ) ( ) Robert T. McLain
( ) ( ) Jerry L. Crow
( ) ( ) M.D. Ralston
( ) ( ) Loyd Terry
( ) ( ) Robert L. Savage
( ) ( ) Marvin E. Harris, Jr.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE NOMINEES.
This Proxy may be revoked at any time before the authority granted therein
is exercised; otherwise, it shall remain in full force and effect.
IN WITNESS WHEREOF the undersigned has executed this Proxy on the______day
of ___________________1996.
Signature
Signature if held jointly
Address
Please sign your name(s) exactly as it appears on your stock certificate and
return this Proxy promptly to save the Company additional mailing expense.
Executors, administrators, trustees, guardians and others signing in a
representative capacity please give their full titles. When shares are held by
joint tenants both should sign. If a corporation, please sign full corporate
name by President or other authorized officer. If a partnership, please sign
in partnership name by authorized person.
<PAGE>
THE RESERVE PETROLEUM COMPANY
6801 N. Broadway, Suite 300
Oklahoma City, Oklahoma 73116-9092
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
May 7, 1996
To The Stockholders:
The Annual Meeting of stockholders of The Reserve Petroleum Company (the
"Company") will be held on Tuesday, the 7th day of May, 1996 at 3:00
o'clock p.m. CDT at the offices of the Company at 6801 N. Broadway, Suite
300, Oklahoma City, Oklahoma, for the following purposes:
1.Electing seven (7) directors to serve until the next Annual Meeting
of stockholders or until their respective successors are elected and
qualified.
2.Transacting such other business as may properly be brought before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on the 7th day of
April 1996, will be entitled to notice of or to vote at the Meeting or
any adjournment thereof. A complete list of the stock- holders entitled
to vote at the meeting will be open for examination by any stockholder
during the ordinary business hours, for a period of ten (10) days
preceding the Meeting at the Company's offices at 6801 N. Broadway, Suite
300 Oklahoma City, Oklahoma. The list shall also be produced and kept at
the place of the meeting during the whole time thereof and may be
inspected by any stockholder who is present.
STOCKHOLDERS ARE URGED TO VOTE, SIGN, DATE AND RETURN PROMPTLY THE
ENCLOSED PROXY IN THE ENCLOSED PREPAID ENVELOPE. It is desirable that as
many stockholders as possible be represented at the meeting.
Consequently, whether or not you now plan to attend in person, please
vote, sign, date and return the enclosed Proxy. If you attend the
meeting you may vote your shares in person even though you have
previously signed and returned your proxy.
By Order of The Board of Directors,
MASON MCLAIN
Mason McLain, President
<PAGE>
SCHEDULE 14A INFORMATION
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
[ ] Confidential,for use of the Commission only(as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ( 240.14a-11 (c) or ( 240.14a-12
THE RESERVE PETROLEUM COMPANY
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if Other than Registrant)
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) or Item 22(a) of Schedule 14A.
[ ] $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] 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 ofits filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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THE RESERVE PETROLEUM COMPANY
Suite 300
6801 N. Broadway
Oklahoma City, Oklahoma 73116-9092
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 7, 1996
SOLICITATION OF PROXIES
The accompanying Proxy is solicited by the Board of Directors of The
Reserve Petroleum Company (the "Company") for use at the Annual Meeting
of Stockholders of the Company to be held in Oklahoma City, Oklahoma, on
Tuesday the 7th day of May, 1996, and at any adjournment thereof. The
Company will bear the costs of solicitation, which are estimated to be
approximately $10,000, of which amount approximately $7,500 has been
spent to date. Solicitation of proxies may be made by personal
interview, mail, telephone or telegram by directors, officers, and
regular employees of the Company. The Company may also request banking
institutions, brokerage firms, custodians, trustees, nominees, and
fiduciaries to forward solicitation material to the beneficial owners of
common stock held of record by such persons. The Company will reimburse
the forwarding expense.
When proxies on the enclosed form are returned, properly executed, and in
time for the meeting, the shares represented thereby will be voted at
the meeting. When a stockholder specifies on the proxy form a choice on
a matter with respect to which a ballot is provided, the shares will be
voted according to the specifications made. If a stockholder fails to so
specify with respect to such proposals, the proxy will be voted for the
nominees. The giving of a proxy does not preclude the right to vote in
person, should the person giving the proxy so desire. The person giving
the proxy has the right to revoke the same by written notice to the
Secretary of the Company at any time before it has been exercised.
This proxy statement is first being sent to stockholders on or about
April 8, 1996.
ANNUAL REPORT
The Company's annual report for the year ended December 31, 1995 , on
Form 10-KSB as filed with the Securities and Exchange Commission, is
enclosed herewith, but neither the report nor the financial statements
included therein are incorporated in this proxy statement or are deemed
to be a part of the material for the solicitation of proxies.
<PAGE>
VOTING RIGHTS AND PRINCIPAL SECURITY HOLDERS
Voting rights are vested exclusively in the holders of the Company's
common stock, par value $.50 per share, with each share entitled to one
(1) vote on each matter coming before the meeting. Only stockholders of
record at the close of business on April 7, 1996, will be entitled to
receive notice of and to vote at the stockholders' meeting. On the
record date, there were outstanding and entitled to be voted 169,352.73
shares of common stock of the Company.
The presence, in person, or by proxy, of the holders of a majority of the
outstanding shares of common stock of the Company entitled to vote is
necessary to constitute a quorum at the meeting. The shares represented
by any and all proxies received by the Company will be counted towards a
quorum, notwithstanding that any such proxies contain thereon an
abstention or a broker non-vote. Notwithstanding the record date of
April 7, 1996, specified above, the Company's stock transfer books will
not be closed and shares may be transferred subsequent to the record
date. However, all votes much be cast in the names of the shareholders
of record on the record date.
All votes will be tabulated by the inspector of election appointed for
the meeting, who will separately tabulate affirmative votes, abstentions
and broker non-votes. The election of the nominees to the Board of
Directors requires the affirmative vote of a majority of the shares of
common stock represented at the Meeting and entitled to vote, provided a
quorum is present. Proxies specifying "withheld" authority will have the
same effect as a vote "against" the nominees, while a broker non-vote
will have no effect.
If sufficient shares are not present to provide a quorum on May 7th, the
meeting, after the lapse of at least half an hour, will be adjourned by
those present or represented and entitled to vote. Those stockholders
entitled to receive notice of and to vote will be sent written notice of
an adjournment meeting to be held with a quorum of those present in
person or by proxy at such meeting. Under the by-laws of the Company,
any number of stockholders, in person or by proxy, will constitute a
quorum at the adjournment meeting.
The following table sets forth information regarding the only persons
known by management to be beneficial owners of over 5% of the Company's
voting stock at April 7, 1996.
Name and Address Amount & Nature Percent
of of Benefical of
BeneficalL Owner Ownership Class(2)
Mason McLain (1) 28,408 Directly 16.77
6801 N. Broadway, Suite 300 3,333 By Wife 1.97
Oklahoma City, OK 73116-9092
Robert T. McLain (1) 11,732 Directly 6.93
6403 N. Grand, #203 3,333 By Wife 1.97
Oklahoma City OK 73116
(1) Mason McLain and Robert T. McLain are brothers.
(2) Calculations of percent of class is based on the number of shares of
common stock outstanding as of April 7, 1996, excluding shares held
by or for the Company.
<PAGE>
The following table sets forth information regarding the Company's stock
beneficially owned by its officers and directors at April 7, 1996. All
directors are nominees for re-election as directors.
Title of Amount & Nature of Percent
DIRECTORS CLASS BENEFICIAL OWNERSHIP OF CLASS
Mason McLain Common 28,408 Owned Directly 16.67
3,333 By Wife 1.97
Robert T. McLain Common 11,732 Owned Directly 6.93
3,333 By Wife 1.97
Robert L. Savage Common 1,269 Owned Directly .75
1,700 Owned as Custodian 1.00
M.D. Ralston Common 381 Owned Directly .23
Loyd Terry Common 200 Owned Directly .12
Jerry L. Crow Common 5,379 Owned Directly 3.17
------ -----
Total Directors 55,735 32.91
====== =====
Total Officers &
Directors as a Group 55,735 32.91
====== =====
DIRECTORS AND OFFICERS
The seven (7) persons named below are nominees for re-election as directors
of the Company to serve until the next Annual Meeting of stockholders and
until their respective successors are elected and qualified. If any nominee
is unable to serve, which the Board of Directors has no reason to expect,
the persons named in the accompanying proxy intend to vote for the balance
of those named and, if they deem it advisable, for a substitute nominee.
Each nominee has served continuously as a director since the date of his
or her first election or appointment to the Board.
Position/Office Held Continuously
NAME AGE WITH COMPANY SINCE
(1)Mason McLain 69 President May 3, 1955
(1)Robert T. McLain 66 1st Vice President May 2, 1972
(1)M. D. Ralston 63 Asst. Sec-Treasurer May 8, 1956
Loyd Terry 81 None May 8, 1956
Robert L. Savage 48 None May 6, 1975
Jerry L. Crow 59 2nd Vice President May 4, 1982
Secretary/Treasurer
Marvin E. Harris, Jr. 44 None May 7, 1991
(1) Member of Executive Committee
<PAGE>
The persons named below are the executive officers of the Company and at
the next Board of Directors meeting to be held on May 7, 1996, all are
expected to be chosen to serve another term of office in the same
capacity as they are now serving:
Office Held
Position/Office Held Continuously
NAME AGE WITH COMPANY SINCE
Mason McLain 69 President May 6, 1969
Robert T. McLain 66 1st Vice President May 4, 1976
Jerry L. Crow 59 2nd Vice President, May 4, 1982
Secretary/Treasurer
The persons named below are not directors or executive officers of the
Company, but they are expected to make significant contributions to the
Company.
Position Held
Position/Office Held Continuously
NAME AGE WITH COMPANY SINCE
Cameron R. McLain 37 Exploration Manager May 9, 1982
Kyle L. McLain 41 Production Manager May 12, 1984
Mason McLain, Director and President, and Robert T. McLain, Director and
Vice President, are brothers, and Loyd Terry, Director, is a cousin of
Mason and Robert T. McLain. Cameron R. McLain, Exploration Manager and
Kyle L. McLain, Production Manager are sons of Mason McLain.
MASON MCLAIN became President of the Company on May 6, 1969. He had
previously served as First Vice President since May 3, 1966, and as
Second Vice President since May 6, 1958. Mr. McLain devotes
substantially all of his time to the affairs of the Company, although he
is permitted to and does devote part of his time and efforts to the
activities of affiliated and family organizations. These organizations
are Mesquite Minerals, Inc., (formerly Royalty Pooling Company), Mid-
American Oil Company, Lochbuie Holding Company and Lochbuie Limited
Partnership, all of which are engaged in varying aspects of the oil and
gas industry, Mr. McLain holds a Bachelors degree in petroleum
engineering from the University of Oklahoma. Mr. McLain is also a
director of Webber Investment Company, Mid-American Oil Company, Mesquite
Minerals, Inc. and Lochbuie Holding Company.
ROBERT T. MCLAIN has served as Vice President of the Company since May 4,
1976. Prior to that date, he was Secretary-Treasurer of the Company from
May 2, 1972. He is Chairman of the Board of Bunte( General Corporation
as well as Golf USA and Mull Corporation. He had previously served as
Chairman and Chief Executive Officer of Bunte( Candies, Inc., from 1972
to 1991. He devotes only a small portion of his time to the affairs of
the Company. Mr. McLain holds a Bachelor of Science degree in business
administration and a Bachelor of Law degree from the University of
Oklahoma. Mr. McLain is also a director of Mid-American Oil Company and
Mesquite Minerals, Inc.
<PAGE>
MYRA D. RALSTON has been an employee of the Company since 1952, and was
elected Assistant Secretary-Treasurer on August 31, 1973. Her duties are
primarily administrative and secretarial.
LOYD TERRY has been employed as a petroleum landman for J. Lee
Youngblood, an independent oil and gas producer, since 1944. He holds a
Bachelor of Business Administration degree from the University of
Oklahoma.
ROBERT L. SAVAGE is a Vice President with Century Investment Group, Inc..
He was previously employed as an Account Executive with Park Avenue
Securities, Inc., from January, 1989 to May 1994. Mr. Savage has a
Bachelors degree in business administration from Trinity University, San
Antonio, Texas, and a Masters of business administration degree from
Southern Methodist University, Dallas, Texas.
JERRY L. CROW was employed by the Company on April 7, 1976, and became
Secretary-Treasurer on May 4, 1976. He was elected Second Vice President
May 4, 1982. Mr. Crow devotes substantially all of his time to the
affairs of the Company, although he devotes a part of his time and
efforts to the activities of the affiliated organizations. Mr. Crow
holds a Bachelors and Masters degree in business administration from West
Texas A&M University and is a Certified Public Accountant in both Texas
and Oklahoma. Mr. Crow is also a director of Mid-American Oil Company
and Mesquite Minerals, Inc.
.
MARVIN E. HARRIS, JR. is President of Tetron Software, a computer
software company, which he formed on January 3, 1994. Up until that time
he had been employed as President of RDA Services, Inc. a computer
software company, since April 15, 1991. He was previously employed by
Intel Corporation from 1984 until his resignation in 1991. His last
position at Intel was District Sales Manager. Mr. Harris holds a
Bachelor of Science degree from the University of Alabama, a Master of
Science degree from the University of Alabama in Birmingham, and a Master
of Business Administration degree from Southern Methodist University.
CAMERON R. MCLAIN was employed by the Company on May 9, 1982 as
Exploration Manager and has served in that capacity continuously since
his employment. Mr. McLain devotes substantially all of his time to
Company affairs; however, he devotes a part of his time and efforts to
the activities of affiliated organizations. Mr. McLain was previously
employed from May, 1980 to May 1982 as a Southern Oklahoma exploration
geologist for Cities Service Oil and Gas Company. Mr. McLain has a
Bachelor of Science degree in geology from the University of Oklahoma and
a Master of Business Administration degree from Oklahoma City University.
Mr. McLain is a director of Mid-American Oil Company and an advisory
director of Mesquite Minerals, Inc.
KYLE MCLAIN was employed as Production Manager for the Company on May 17,
1984 and continues to serve in that capacity. Mr. McLain devotes
substantially all of his time to the affairs of the Company, although he
spends a part of his time and efforts on the activities of affiliated
organizations. Mr. McLain was previously employed as a reservoir
engineer for Gulf Oil Corporation from May, 1980 to May, 1984. Mr.
McLain has a Bachelor of Science degree in petroleum engineering from the
University of Oklahoma. Mr. McLain is a director of Mesquite Minerals,
Inc. and an advisory director of Mid-American Oil Company.
<PAGE>
The Company has no standing audit, nominating or compensation committees
of the Board of Directors, or Committees performing similar functions.
The Board of Directors held two meetings during the Company's year ended
December 31, 1995. All directors were present at one meeting. Marvin
E. Harris was absent from the other.
SECTION 16(a) REPORTING.
Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers and directors, and persons beneficially owning more than 10% of
the Company's stock to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission and with
the Company. Based solely on a review of the reports sent to the Company
and written representations from the executive officers and directors,
the Company believes that all of these persons complied with their
Section 16(a) filing obligations.
EXECUTIVE COMPENSATION
The Company qualifies as a "small business issuer" as defined under
applicable Securities and Exchange Commission Regulations; therefore,
only that information as to executive compensation required of small
business issuers is presented.
COMPENSATION OF EXECUTIVE OFFICERS.
The following table sets forth summary information regarding the
compensation paid to Mason McLain, President, who functions as Chief
Executive Officer. Information as to the compensation of other executive
officers is not presented because no person's combined annual salary and
bonus exceeded $100,000 during the year ended December 31, 1995.
SUMMARY COMPENSATION TABLE
Annual
Name and Current CASH COMPENSATION All Other
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION
Mason McLain 1995 $72,000 $6,000 $13,620
President 1994 $75,600 $6,300 $ 4,699
1993 $75,600 $6,300 $ 1,000
All Other Compensation includes director fees of $1,000 paid in each of
the three years presented. Also included is the value of life insurance
premiums paid for Mr. McLain of $12,620 in 1995 and $3,699 in 1994.
COMPENSATION OF DIRECTORS.
Directors are compensated on a per meeting basis and only for those Board
meetings attended. The amount of compensation is set by a vote of the
directors at each Board meeting. In the years ended December 31, 1995,
1994 and 1993, the directors were compensated in the amount of $500 for
each Board meeting attended. Officers of the Company do not receive
additional compensation for Committee Meetings.
<PAGE>
CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
The Company is affiliated with Mesquite Minerals, Inc. (formerly Royalty
Pooling Company), ("Mesquite") and Mid-American Oil Company ("Mid-
American"). The Company also owns interests in certain producing and
non-producing oil and gas properties as tenants in common with Mesquite
and Mid-American.
Mason McLain, Robert T. McLain, Jerry L. Crow and M.D. Ralston, Directors
of the Company, are Directors and officers of Mesquite. Of the
outstanding common shares of Mesquite, 29.53% are beneficially owned as
follows: Mason McLain, 16.60%, Robert T. McLain, 12.91% and M.D Ralston,
.02%.
Mason McLain, Robert T. McLain, Jerry L. Crow and M.D. Ralston are also
officers and serve as Directors of Mid-American. Of the outstanding
common shares of Mid-American, 15.97% are beneficially owned as follows:
Mason McLain, 11.50%; Robert T. McLain, 4.16%; Cameron R. McLain, .12%;
Jerry L. Crow .06%; Kyle McLain .06%; M.D. Ralston .07%.
Mesquite and Mid-American share facilities and employees with the
Company. The Company has been reimbursed for such services, facilities
and miscellaneous business expenses incurred during 1994 by payments to
the Company in the amount of $38,944.92 by Mesquite and $23,366.90 by
Mid-American. Mesquite paid $103,993.04 and Mid-American $62,395.82 in
salaries to the employees of the Company in 1995, including amounts to
officers and directors of $84,119.04 for Mesquite and $50,471.42 for Mid-
American. These compensation amounts are not included in the
compensation of the Company's officers and directors shown elsewhere
herein.
RELATIONSHIP WITH INDEPENDENT
PUBLIC ACCOUNTANTS
For the current year management will recommend the Board of Directors
approve Grant Thornton as the Company's principal public accountants.
Grant Thornton served in that capacity for the year ended December 31,
1995.
Representatives of Grant Thornton are not expected to be at the Annual
Meeting of the stockholders; however, if questions arise which require
their comments, arrangements have been made to solicit their response.
<PAGE>
APPROVAL OF MINUTES OF
ANNUAL MEETING
Approval of the form of minutes of the 1995 Annual Meeting does not
amount to ratification of any action taken at such meeting.
PROPOSALS OF SECURITY HOLDERS
Proposals of security holders intended to be presented at the next Annual
Meeting of the stockholders which is scheduled for May 6, 1997, should be
received in the Company's offices at 6801 N. Broadway, Suite 300,
Oklahoma City, Oklahoma 73116-9092, not later than Monday, December 9,
1996.
OTHER MATTERS
Management knows of no other business which will be presented for
consideration at the Annual Meeting, other than the matters described in
the Notice of Annual Meeting, but if other matters are presented, it is
the intention of the persons designated as proxies or their substitutes
to vote in accordance with their judgment on such matters.
By Order of the Board of Directors,
MASON MCLAIN
Mason McLain,
President
Dated April 8, 1996
Oklahoma City, Oklahoma
<PAGE>
