Mallon Resources Corporation
999 18th Street, Suite 1700
Denver, Colorado 80202
______________________
Notice of Annual Meeting of Shareholders
Notice is hereby given that the Annual Meeting of
Shareholders (the "Meeting") of Mallon Resources Corporation (the
"Company) will be held at the Embassy Suites Hotel, 1881 Curtis
Street, Denver, Colorado, at 9:00 a.m., local time, on Friday,
June 9, 1995, for the following purposes:
(I) To elect seven Directors of the Company;
(II) To ratify the selection of Price Waterhouse LLP as the
Company's independent auditors; and (III) To transact such other
business as may properly come before the Meeting.
Only holders of common stock of record at the close of business
on May 1, 1995, are entitled to notice of and to vote at the
Meeting.
By Order of the Board of Directors,
Carolena F. Chapman
Corporate Secretary
Denver, Colorado
May 5, 1995
All shareholders are cordially invited to attend the Meeting. All
shareholders, whether or not they expect to attend the Meeting in
person, are requested to complete, date, sign and return the
enclosed Proxy Card in the enclosed envelope. Should you attend
the Meeting, you may, if you choose to, vote in person, even
though you may have previously submitted a Proxy Card.
Mallon Resources Corporation
999 18th Street, Suite 1700
Denver, Colorado 80202
_________
Proxy Statement
for
Annual Meeting of Shareholders
To Be Held
Friday, June 9, 1995
General Information
This statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Mallon Resources Corporation
("the Company") to be used at its Annual Meeting of Shareholders
(the "Meeting") to be held at the Embassy Suites Hotel, 1881
Curtis Street, Denver, Colorado, on Friday, June 9,1995, at
9:00 a.m., for the purposes set forth in the accompanying Notice
of Annual Meeting of Shareholders. This statement was sent to
shareholders on or about May 8, 1995.
The shares covered by the enclosed Proxy, if such is properly
executed and received by the Board of Directors prior to the
Meeting, will be voted in favor of the proposals to be considered
at the Meeting, unless such Proxy specifies otherwise or the
authority to vote on the election of directors has been
withheld. A Proxy may be revoked at any time before it is
exercised by giving written notice to the Secretary of the
Company or by executing a Proxy bearing a later date.
Shareholders may vote their shares in person if they attend the
meeting, even if they have previously executed and returned a
Proxy.
The matters to be brought before the Meeting are the election of
directors to serve for the ensuing year, and the ratification of
the selection of independent public accountants.
Only shareholders of record at the close of business on May 1,
1995, will be entitled to vote at the Meeting. On that date,
there were issued and outstanding 7,793,503 shares of the
Company's $.01 par value common stock ("Common Stock"), entitled
to one vote per share. Also outstanding were 1,100,918 shares
of the Company's $0.01 par value Series A Preferred Stock,
which carry the voting power of 1,113,173 shares of Common Stock,
except in the election of directors, where the Series A
Preferred Stock has the right to elect one director. Also
outstanding were 400,000 shares of the Company's $0.01 par value
Series B Preferred Stock, which carry no voting rights except in
certain exceptional circumstances. Cumulative voting is not
allowed in the election of directors or for any other purpose.
One-third of the outstanding Common Stock will constitute a
quorum for the transaction of business at the Meeting. The
vote of a majority of a quorum is needed to pass a proposal.
Proposal I: Election of Directors
General
The Company's Bylaws provide that the size of the Board of
Directors can be as few as three or as many as fifteen. The
number of directors may be changed from time to time by
resolution of the Board of Directors or the shareholders. The
size of the Board of Directors is presently set at seven
members, and management will nominate seven persons to the Board
of Directors. As described below, an additional member can be
elected by the holder of the Company's Series A Preferred Stock.
Directors are elected annually for one-year terms. The
Company has no nominating or similar committee of its Board of
Directors.
It is the recommendation of the Board of Directors that the seven
nominees named below be elected to the Board for the coming year, and
until their successors have been duly elected and qualified.
Unless authority is withheld, the shares represented by your
Proxy will be voted for their election. No Proxy will be
voted for more than seven nominees. An eighth director may be
elected by the holder of the Company's Series A Preferred Stock;
no such director currently sits on the Board of Directors.
Unless your Proxy withholds authority to do so, if any nominee
elects not to serve or is unable to serve for any reason, your
Proxy will be voted for an alternative nominee to be designated
by the Board of Directors to replace such nominee. The Board of
Directors has no reason to expect that any nominee will be unable
to serve. There is no arrangement between any of the nominees or
officers and any other person or persons pursuant to which he
was or is to be selected as a director, nominee or officer, nor
is there any family relationship between or among any nominees or
officers. To the best knowledge of the Company, none of the
nominees have been involved in any material legal proceedings
during the past five years.
Nominees
Nominees for the Board of Directors are:
<TABLE>
<CAPTION>
Period of Service
Name Age Title as Director
<S> <C><C> <C>
George O. Mallon, Jr. 50 Director, Chairman Since 1988
of the Board
and President of the
Company; Chairman of
Mallon Oil Company
("Mallon Oil") and
Laguna Gold Company
("Laguna")
Kevin M. Fitzgerald 40 Director and Executive Since 1988
Vice President of the
Company; President of
Mallon Oil
James A. McGowen 52 Director and Executive Since 1988
Vice President of the
Company; President of
Laguna
Roy K. Ross 44 Director, Executive Since 1992
Vice President and
General Counsel of
the Company, Laguna,
and Mallon Oil
Frank Douglass 60 Director Since 1988
Roger R. Mitchell 61 Director Since 1990
Francis J. Reinhardt, Jr. 64 Director Since 1994
</TABLE>
Principal Occupations
A brief description of the business experience during the past
five years of each nominee for election or re-election as a
director is set forth below:
George O. Mallon, Jr., formed Mallon Oil in 1979, and was a
co-founder of Laguna in 1980. Since the formation of the
Company in December 1988, Mr. Mallon has served as its President
and Chairman. Mr. Mallon earned a B.S. degree in Business from
the University of Alabama in 1965, and a M.B.A. degree from the
University of Colorado in 1977.
Kevin M. Fitzgerald joined Mallon Oil in 1983 and served as
Vice President of Engineering from 1987 through December 1988,
when he became President of that company. Mr. Fitzgerald was
Vice President, Oil and Gas Operations for the Company from 1988
through October 1990, when he was named Executive Vice
President. Mr. Fitzgerald earned a B.S. degree in Petroleum
Engineering from the University of Oklahoma in 1978.
James A. McGowen, a co-founder of Laguna, has been President
of thatcompany since December 1988. Mr. McGowen is also a Vice
President and director of Mallon Oil and the Company.
Mr. McGowen earned an A.B. degree in Zoology from the University
of California in 1966.
Roy K. Ross joined the Company as Executive Vice President,
General Counsel and a director in October 1992. From June 1976
through September 1992, Mr. Ross was an attorney in private
practice with the Denver-based law firm of Holme Roberts & Owen.
He earned his B.A. degree in Economics from Michigan State
University in 1973, and his J.D. degree from Brigham Young
University in 1976.
Frank Douglass is a Senior Partner in the Texas law firm of
Scott, Douglass, Luton & McConnico, LLP, where he has been a
partner since 1976. Mr.Douglass earned a B.B.A. degree from
Southwestern University in 1953 and a L.L.B. degree from the
University of Texas School of Law in 1958.
Roger R. Mitchell joined the Company in January 1989 as a
Vice President with responsibility for investor relations,
broker-dealer liaison, and special marketing projects. He was
President of Mallon Securities Corporation, a limited broker-
dealer firm wholly owned by Mallon Oil, from 1982 until that firm
was dissolved in October 1990. He earned a B.S. degree in
Business from Indiana University in 1954 and a M.B.A. degree from
Indiana University in 1956. In August 1991, Mr. Mitchell left
the employ of the Company to start First Federated Telepartners,
a private telecommunications business headquartered in
Chicago. In December 1992, Mr. Mitchell sold his interest in
First Federated Telepartners, and retired, although he continues
to provide consulting services to various businesses on a part-
time basis.
Francis J. Reinhardt, Jr. is with the New York investment
banking firm of Carl H. Pforzheimer & Co., where he has been a
partner since 1966. Mr. Reinhardt holds a B.S. degree from
Seton Hall University, and an M.B.A. from New York University.
He is a member and past president of the National Association
of Petroleum Investment Analysts. Mr. Reinhardt is also a
director of The Exploration Company of Louisiana, a public
company engaged in the oil and gas business.
Meetings and Committees of the Board
The business and affairs of the Company are managed under the
direction of the Board of Directors. For the period April 1994
through April 1995, the Board held three formal meetings, and
acted by written consent on numerous occasions.
Each director who is standing for re-election attended all of the
meetings, except Mr. Douglass, who could not attend the November
meeting. All directors participated in all of the written
consents. Directors who are not also members of management are
paid $1,000 for each meeting they attend, but in no event less
that $4,000 per year. The compensation is paid in the shares of
the Company's Common Stock, pursuant to the terms of the
Company's Compensation Plan for Outside Directors. Board
members are also reimbursed for reasonable out-of-pocket expenses
incurred in connection with attending meetings of the Board.
The Company's Board of Directors has two committees, the Audit
Committee and the Compensation Committee. The three outside
directors are the members of each committee. The Board has assigned
certain advisory authority to each committee, but the decision-
making and management responsibilities of the Company remain
with the full Board. The Audit Committee of the Board, which
held two meetings during the last year, is comprised of Messrs.
Douglass, Mitchell and Reinhardt. The Audit Committee's purpose
is to oversee the Company's accounting and financial reporting
policies and practices and to assist the Board of Directors
in fulfilling its fiduciary and corporate accountability
responsibilities. The Company's independent auditors
periodically meet with the Audit Committee, and have unrestricted
access directly to the Audit Committee members. The Compensation
Committee of the Board, which held one formal meeting and acted
by unanimous written consent on several occasions during the last
year, is comprised of Messrs. Mitchell, Douglass and Reinhardt.
The Compensation Committee has submitted the report that appears
below.
Compensation Committee Report
The Company's Board of Directors established the Compensation
Committee (the "Committee") to propose, subject to Board
ratification, equity and cash compensation of executive officers
and equity compensation for all employees. The Committee is in
agreement with the Company's belief that all employees play
a critical role in the Company's ultimate success. The Committee
and the Company also share the philosophy that, in general,
employees' salaries (including those of executive officers)
should be near the mid-point of industry standards and that, so
long as the Company is able, employees who consistently
perform exceptionally should be compensated at a rate higher than
the mid-point of industry standards. The Committee is also of
the opinion that equity compensation -- in the form of stock
options and stock bonuses -- is an excellent incentive for all
employees, including executive officers, and serves to align the
interests of the employees, executive officers and shareholders.
From 1990 through 1992, the Company's attention was directed
towards conserving assets, cutting overhead, and positioning
itself to be able to take advantage of future growth
opportunities. During this time, the Company's staff was
significantly reduced, and salaries were cut to levels
substantially below those prevailing within the industry.
Despite these restrictive compensation policies, the Company was
able to retain an excellent staff and even add key personnel, all
of whom worked for substantially less compensation than they
could have commanded elsewhere. The reason for this remarkable
loyalty was the promise that the Company intends to embark on a path
of significant and dynamic growth. The year 1993 marked the
Company's first significant steps down that path, and it is
expected that the Company will continue that trend. Coincident
with the implementation of the Company's growth plan, the
Committee is committed to bringing Company compensation
arrangements into line with industry standards, in accordance
with the principles described in this report.
Cash Compensation. As sufficient revenues to do so become
available, the Committee plans to bring salaries throughout the
Company to the mid-point of comparable industry salaries, as
reflected by standard independent surveys. The objectives of
this plan are to: (a) establish a more equitable pay scale for
employees, (b) reduce employee turnover, (c) facilitate
recruiting, and (d) reward employees for their patience. The
executive officers of the Company will be included in this plan
in the same manner as all other employees. Each year, all
employees, including the executive officers, will be evaluated by
their managers (or in the case of the Chief Executive Officer,
by the Committee) and may receive salary increases based upon
those performance reviews. The Company does not generally pay
cash bonuses to its executive officers, although the Committee
may determine to do so in the future.
Equity Compensation. The Committee approves all awards made under
the Company's 1988 Equity Participation Plan (the "Plan"). All
employees are eligible for awards under this Plan, but awards are
made strictly on the basis of performance and level of
responsibility. The Plan was designed to provide: (a) a method
to both attract and retain high caliber talent over the long
term, (b) an opportunity for all employees to share in the long
term success of the Company, (c) an ownership interest in the
Company's success, (d) recognition of individual contributions;
and (e) motivation for continued efforts and accomplishments.
Respectfully submitted,
The Compensation Committee
Frank Douglass
Roger R. Mitchell
Francis J. Reinhardt, Jr.
* The report of the Compensation Committee shall not be deemed
incorporated by reference by any general statement incorporating
by reference this proxy statement into any filing under the
Securities Act of 1933 or under the Securities Act of 1934,
except to the extent that the Company specifically incorporates
this report by reference.
Executive Compensation
The following table summarizes certain information regarding
compensation paid by the Company for services rendered for the
year ended December 31, 1994 to the Company's chief executive
officer, the only executive officer whose total annual salary and
bonus, or annual salary and deferred compensation, exceeded
$100,000 for such year.
SUMMARY COMPENSATION TABLE
Year ended December 31, 1994
<TABLE>
<CAPTION>
Annual Compensation
Name and Position Salary Bonus Other
<S> <C> <C> <C>
George O. Mallon, Jr. $106,403 $0 $8,150 (1)
President
</TABLE>
(1) Payment under the Company's royalty pool for employees.
1988 Equity Participation Plan. The Company's long-term success
depends upon its ability to attract, retain and encourage
dedicated, competent and resourceful management and key
employees. In furtherance of those goals, the Mallon Resources
Corporation 1988 Equity Participation Plan (the "Equity Plan")
was instituted. Under the Equity Plan, 1,000,000 shares of
Common Stock have been reserved for issuance. Shares of Common
Stock available for issuance under the Equity Plan consist of
authorized but unissued shares, not reserved for any other
purpose. The Equity Plan is administered by a committee, which
is currently comprised of Messrs. Mitchell, Reinhardt and
Douglass, none of whom are eligible to participate in the Equity
Plan. The terms of any awards made under the Equity Plan are
within the broad discretion of the committee. Through
December 31, 1994, options covering a total of 407,778 shares of
common stock have been awarded under the Equity Plan. Of these,
options covering 127,638 shares have been exercised, options
covering [31,560] shares have expired. At December 31, 1994,
the following options to purchase shares of the Company's
Common Stock were issued and outstanding under the Equity Plan:
Number of Per Share Currently
Shares Exercise Price Exercisable
116,380 $0.01 yes (1)
50,000 $0.01 no(1)
82,200 $0.01 no (2)
(1) These options were issued under the Equity Plan to various
of the Company's employees and consultants.
(2) These options were issued under the Equity Plan to various
of the Company's employees; they do not vest until the Common
Stock has traded at not less than certain benchmark prices
($8.00, $10.00, and $12.00) for at least 120 consecutive trading
days.
Employee Profit-Sharing and Thrift Plan. The Company established
the Mallon Resources Corporation 401(k) Profit Sharing Plan (the
"401(k) Plan") effective January 1, 1989. The Company and its
affiliates will match an employee's contribution to the 401(k)
Plan in an amount up to 25% of his or her eligible
monthly contributions. The Company may also contribute additional
amounts at the discretion of the Compensation Committee of the
Board of Directors, contingent upon realization of earnings by
the Company which, in the sole discretion of the Board of
Directors, are adequate to justify a corporate contribution.
The 401(k) Plan is open to all full time employees of the Company
and have attained age 21. Matching contributions made to the
401(k) Plan by the Company are fully vested; discretionary
contributions will become fully vested upon an employee (1)
earning at least six years of vested service, (2) acquiring
a disability, or (3) death. Contributions made by the Company
in 1994 are included in the "All Other Compensation" column of
the Summary Compensation Table.
Certain Relationships and Related Transactions
The Huxford Field, in which the Company has working interests, is
operated by Smackco Ltd., a company that is owned by Thomas E.
McMillan, who owns, beneficially, in excess of 5% of the
Company's outstanding common stock. The Company believes that
the rates charged by Smackco are within industry standards.
Mallon Oil serves as operator of certain oil and gas properties
in which some of the officers and directors of the Company have
working interests. Such individuals pay their pro-rata share of
all costs relating to the properties, on the same basis as other
unaffiliated interest owners.
During the year ended December 31, 1994, the Company paid legal
fees to the law firm of Scott, Douglass, Luton & McConnico, LLP,
of which Mr. Douglass is a senior partner. That firm is also
representing the Company in connection with a current litigation
matter.
During the year ended December 31, 1994, the Company paid
consulting and other fees to the investment banking firm of Carl
H. Pforzheimer & Co., of which Mr. Reinhardt is a partner. The
Company has a consulting agreement with that firm for investment
banking services in 1995, as well.
In February 1995, the Company entered into a Loan Agreement
establishing a $2.5 million line of credit facility pursuant to
which it can borrow funds from three entities, two of which are
affiliates of Robert J. Monroe, an individual who owns,
beneficially, in excess of 5% of the Company's outstanding common
stock.
Proposal II: Ratification of Selection of Auditors
The Board of Directors has appointed Price Waterhouse LLP as the
Company's independent accountants for the year ending
December 31, 1995. In the absence of a contrary direction by the
shareholders, the shares represented by the proxies will be voted
for the ratification of this appointment. This ratification will
require the affirmative vote of at least a majority of the
votes cast on the resolution at the Meeting.
A representative of the independent accountants for the current
year is expected to be present at the Meeting with the
opportunity to make a statement if he so desires. Such
representative is expected to be available to respond to
appropriate questions.
Services provided by Price Waterhouse LLP for the fiscal year
ended December 31, 1994, included examination of annual financial
statements, assistance and consultation regarding filings of
reports with the Securities and Exchange Commission,
preparation of tax returns and consultation in connection with
various accounting and tax matters.
The Board of Directors recommends a vote FOR the proposal to
ratify the selection of Price Waterhouse LLP as independent
accountants.
Additional Information
At the Meeting members of senior management will speak, and
there will be a general discussion period during which
shareholders will have an opportunity to ask questions about the
business of the Company. Management knows of no other matters
to be brought before the Meeting. If other matters properly
come before the Meeting, it is the intention of the persons
named in the solicited Proxy to vote such Proxy in accordance
with their judgment. No compensation will be paid to any person
in connection with solicitation of Proxies. Brokers and others
will be reimbursed for out-of-pocket and reasonable clerical
expenses incurred in forwarding solicitation materials to
beneficial owners of the Common Stock. Special solicitation of
Proxies may in certain instances be made personally or by
telephone by officers and employees of the Company and by regular
employees of certain banking and brokerage houses. All expenses
in connection with this solicitation will be borne by the Company.
Stock Ownership
The following table sets forth information concerning the
beneficial ownership of the Company's Common Stock as of April 17,
1995, by (i) each shareholder known by the Company to own of
record or beneficially more than 5% of the Company's outstanding
Common Stock; (ii) the Company's chief executive officer
(Mr. Mallon); (iii) each of the Company's Directors and nominees,
and (iv) all Directors and Officers as a group.
<TABLE>
<CAPTION>
Number of Percent
Name and Address (1) Shares Owned
<S> <C> <C>
George O. Mallon, Jr. 1,238,285 (2) 15.9%
James A. McGowen 58,185 (3) 0.7%
Kevin M. Fitzgerald 89,000 (4) 1.1%
Roy K. Ross 8,153 0.1%
Roger R. Mitchell 191,031 2.5%
Frank Douglass 26,553 0.3%
Francis J. Reinhardt, Jr. 76,647 (5) 1.0%
Larry Abrams 565,118 7.3%
Thomas B. McMillan, Jr. 465,859 (6) 6.0%
John L. Simmet 597,660 (7) 7.7%
Bank of America NT&SA 1,113,173 (8) 12.5%
Robert J. Monroe 548,645 (9) 6.3%
All Officers and Directors
as a Group (8 persons) 1,694,054 (10) 21.7%
</TABLE>
_____________
(1) The address of Messrs. Mallon, Fitzgerald, McGowen and
Ross is 999 18th Street, Suite 1700, Denver, Colorado 80202. The
address of Mr. Mitchell is 3421 Cottonwood Drive, Durham, North
Carolina 27707. The address of Mr. Douglass is 901 Main Street,
Suite 2800, Dallas, Texas 75202-3776. The address of Mr. Abrams
is 24 Park Central South, New York, New York 10019. The address
of Mr. McMillan is P.O. Box 809, Brewton, Alabama 36427. The
address of Mr. Simmet is P.O. Box 9, Newport, Minnesota 55055.
The address of Mr. Monroe is 228 St. Charles Avenue, New Orleans,
Louisiana 70130. The address Bank of America NT&SA is 555
California Street, San Francisco, California 94104.
(2) Includes 8,666 shares owned by Mr. Mallon's wife. A
trust created for the benefit of Mr. Mallon's children owns
shares that are not included, as Mr. Mallon has no voting or
other control over the shares in the trust.
(3) Includes 45,000 shares that could be acquired by
Mr. McGowen upon the exercise of immediately exercisable stock
options that he holds. A trust created for the benefit of
Mr. McGowen's children owns shares that are not included, as
Mr. McGowen has no voting or other control over the shares in the
trust.
(4) Includes 49,000 shares that could be acquired by
Mr. Fitzgerald upon the exercise of immediately exercisable stock
options that he holds.
(5) Includes 12,175 shares of the Company's Series B
Preferred Stock, which are currently convertible into 28,647
shares of Common Stock. Does not include 20,000 shares owned by
children for which beneficial ownership is disclaimed.
(6) Includes 27,398 shares owned by Mr. McMillan's children.
(7) Includes 60,021 shares owned by Simcote Inc., and 240,000
shares held by Red Rock Ventures, Inc., both of which are owned
by Mr. Simmet.
(8) Consists of shares of Common Stock issuable to Bank of
America NT&SA upon the conversion of its 1,100,918 shares of Series A
Preferred Stock, which are convertible at any time. The "Percent
Owned" calculation for Bank of America NT&SA assumes that such a
conversion is made; all other "Percent Owned" calculations
ignore the potential effect of the conversion of Bank of America
NT&SA's Series A Preferred Stock. Bank of America NT&SA owns
100% of the outstanding shares of Series A Preferred Stock, which
carry a voting power equal to 1,113,173 shares of Common Stock
and the right to elect one director.
(9) Consists of the following amounts: 17,000 shares owned
directly; 54,000 shares of Common Stock and 30,000 shares of
Series B Preferred Stock convertible into 70,587 shares of Common
Stock owned by a foundation of which Mr. Monroe is president and
a director; 281,000 shares of Common Stock and 15,000 shares of
Series B Preferred Stock convertible into 35,293 shares of
Common Stock owned by an estate of which Mr. Monroe is the
executor; and 79,000 shares of Common Stock and 5,000 shares of
Series B Preferred Stock convertible into 11,765 shares of
Common Stock owned by a company of which the estate is the
sole shareholder. The "Percent Owned" calculation for Mr. Monroe
assumes that all outstanding Series B Preferred Stock has been
converted; all other "Percent Owned" calculations ignore the
potential effect of the conversion of the Series B Preferred
Stock.
(10) Includes 94,000 shares that could be acquired upon the
exercise of immediately exercisable stock options.
Annual Report and Financial Statements
You are referred to the Company's Annual Report to Shareholders
for the year ended December 31, 1994, enclosed herewith for your
information. The Annual Report is not incorporated in the Proxy
Statement and is not to be considered part of the soliciting
material.
Submission of Shareholder Proposals
Proposals intended for inclusion in next year's Proxy Statement
should be sent to the Secretary of the Company at 999 18th
Street, Suite 1700, Denver, Colorado 80202, and must be received
by March 1, 1996.
Compliance with Securities Transaction Reporting Requirements
Pursuant to Section 16(a) of the Securities Exchange Act 1934,
certain individuals and entities are required to periodically
file reports with the Securities and Exchange Commission in
which they disclose information concerning their transactions
involving the Company's securities. To the Company's
knowledge, based solely on review of copies of such reports submitted
to the Company, during the year ended December 31, 1994, no
individual or entity known to the Company to be subject to the
reporting requirements of Section 16(a) failed to satisfy those
requirements in a timely fashion.
Comparative Performance Graph
The following line graph reflects the performance of (i) the
Company's Common Stock, (ii) the NASDAQ Stock Market Total
Return Index (U.S. Companies), and (iii) the Standard Industrial
Classification ("SIC") Index for SIC Code 1311 (which includes
all crude petroleum and natural gas companies). The graph
assumes $100 was invested on December 31, 1988 in the Company's
Common Stock and in each of the other indices. The graph also
assumes the reinvestment of all dividends. Stock price
performance shown on the graph is not necessarily indicative of
future price performance.
<TABLE>
<CAPTION>
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
Measurement period
(Fiscal year Covered) Mallon Nasdaq SIC
Resources Market Index
Corporation Index Code
<S> <C> <C> <C>
Measurement PT-
12/31/89 $100.00 $100.00 $100.00
FYE 12/31/90 $ 47.83 $ 86.49 $ 81.12
FYE 12/31/91 $ 26.09 $ 90.30 $104.14
FYE 12/31/92 $ 95.65 $ 85.74 $105.16
FYE 12/31/93 $ 69.57 $102.16 $126.14
FYE 12/31/94 $ 34.78 $107.06 $132.44
</TABLE>
This Proxy Statement has been
sent by order of the Board of Directors.
Carolena F. Chapman, Secretary
Dated: May 8, 1995
PROXY Mallon Resources Corporation PROXY
999 18th Street, Suite 1700
Denver, Colorado 80202
PROXY CARD
Annual Meeting of Shareholders - June 9, 1995
The undersigned shareholder of Mallon Resources Corporation
(the "Company") acknowledges receipt of notice of the Company's
Annual Meeting of Shareholders to be held at the Embassy Suites
Hotel, 1881 Curtis Street, Denver, Colorado, at 9:00 local
time, on Friday, June 9, 1995, and hereby appoints George O.
Mallon, III and Carol Naranjo, or either of them, with the
power of substitution, as attorneys and proxies to represent
and vote, as designated below, all the shares of the Company's
Common Stock held of record by the undersigned on May 1, 1995,
at the Annual Meeting, or any adjournment thereof, as follows:
I. Election of Directors:
[ ] FOR ALL NOMINEES LISTED BELOW (Except as marked to the
contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees below
George O. Mallon, Jr. Kevin M. Fitzgerald James A. McGowen,
Roy K. Ross Roger R. Mitchell Frank Douglass Francis J.
Reinhardt, Jr.
(INSTRUCTIONS: To withhold authority to vote for any individual
nominee, draw a line through that nominee's name.)
II. Proposal to ratify the selection of Price Waterhouse
LLP as the Company's independent auditors.
[ ] For [ ] Against [ ] Abstain
III. In their discretion, the Proxies are authorized to vote
upon such other business as may properly come before the meeting.
This Proxy when properly executed and delivered will be
voted in the manner directed herein by the undersigned
shareholder. If no direction is given, this proxy
will be voted FOR all proposals.
Dated _____________________, 1995
Please sign below exactly as your name appears on the stock
certificate(s). When shares are held as joint tenants, both
should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in
partnership name by authorized person.
_________________________________________
Signature
_________________________________________
Signature (if held jointly)
_________________________________________
Printed name, as it appears on stock certificate(s)
_________________________________________
Printed name of joint tenant, as it appears on
stock certificate(s)
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY,
USING THE ENCLOSED ENVELOPE
Mallon Resources Corporation
999 18th Street, Suite 1700
Denver, Colorado 80202
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