<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registant [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
Western Gas Resources, Inc.
___________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
Western Gas Resources, Inc.
___________________________________________________________________________
(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(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 Rule 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 for the amount on which the filing 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:
Notes:
<PAGE>
WESTERN GAS RESOURCES, INC.
12200 NORTH PECOS STREET
DENVER, COLORADO 80234
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 11, 1994
TO THE STOCKHOLDERS OF
WESTERN GAS RESOURCES, INC.:
The Annual Meeting of stockholders of Western Gas
Resources, Inc., a Delaware corporation (the "Company"), will
be held at the Hyatt Regency Denver, Florentine Room, 1750
Welton Street, Denver, Colorado 80202, on Wednesday, May 11,
1994 at 10:00 A.M. local time for the following purposes:
1. To elect three Class Two Directors to serve until their terms
expire in 1997 and until their successors have been elected and
qualified; and
2. To transact such other business as may properly come before
the meeting or any postponement or adjournment thereof.
Accompanying this Notice of Annual Meeting is a Proxy, a Proxy
Statement, and a copy of the Company's 1993 Annual Report to
Stockholders.
Only holders of record of shares of the Company's Common Stock
and 7.25% Cumulative Senior Perpetual Convertible Preferred
Stock at the close of business on March 31, 1994 are entitled
to receive notice of, and to vote at, the Annual Meeting or
any postponement or adjournment thereof.
The Stockholders are cordially invited to attend the Annual
Meeting. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN
PERSON, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED
PROXY AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE. IF
YOU DO ATTEND THE MEETING IN PERSON, YOU MAY WITHDRAW YOUR PROXY
AND VOTE IN PERSON.
By Order of the Board of Directors,
/s/ Signature
_____________
BRION G. WISE
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
Denver, Colorado
March 31, 1994
<PAGE>
WESTERN GAS RESOURCES, INC.
12200 NORTH PECOS STREET
DENVER, COLORADO 80234
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 11, 1994
This proxy statement is furnished in connection with the
solicitation by the Board of Directors of Western Gas Resources,
Inc. ("the Company") of proxies for use at the Annual Meeting
of Stockholders of the Company to be held at 10:00 A.M. local
time on Wednesday, May 11, 1994 at the Hyatt Regency Denver,
Florentine Room, 1750 Welton Street, Denver, Colorado 80202, and
at any postponement or adjournment thereof. This proxy statement
and the enclosed proxy are being mailed to stockholders on or
about April 12, 1994.
The only outstanding voting securities of the Company are its
Common Stock, par value $0.10 (the "Common Stock"), and its
7.25% Cumulative Senior Perpetual Convertible Preferred Stock,
par value $0.10 (the "7.25% Convertible Preferred Stock"). On
March 31, 1994, the record date for the Annual Meeting, there
were 25,681,985 shares of Common Stock and 400,000 shares of
7.25% Convertible Preferred Stock entitled to vote at the Annual
Meeting. Each holder of record of Common Stock at the
close of business on the record date will be entitled to one
vote for each share so held, and each holder of record of 7.25%
Convertible Preferred Stock at the close of business on the
record date will be entitled to 5.225 votes for each share so
held. The holders of Common Stock and 7.25% Convertible
Preferred Stock will vote together as a single class.
The presence at the Annual Meeting in person or by proxy of the
holders of a majority of the outstanding shares entitled to vote
is necessary to constitute a quorum for the transaction of
business. If a proxy in the accompanying form is duly executed,
dated and returned, the shares represented thereby will be voted
in accordance with instructions set forth thereon unless
revoked. Stockholders attending the Annual Meeting may vote
their shares in person whether or not a proxy has been
previously executed and returned. Unless contrary
instruction are given, the persons designated as proxy
holders on the proxy card will vote FOR election of the nominees
named herein as directors. If any other matter is properly
presented at the meeting, which is not currently anticipated,
the proxy holders will vote the proxies in accordance with
their best judgment in such matters. Cost of the soliciting
proxies will be borne by the Company.
Votes cast by proxy or in person at the Annual Meeting will be
counted by a person appointed by the Company to act as the
election inspector for the meeting. The election inspector
will treat shares represented by proxies that reflect
abstentions as shares that are present and entitled to vote
for purposes of determining the presence of a quorum.
Any stockholder returning a proxy may revoke it at any time
before it has been exercised by giving written notice of such
revocation to the Company addressed to John C. Walter,
Secretary, 12200 North Pecos Street, Denver, Colorado 80234. No
such revocation shall be effective until it has been received by
the Company at or prior to the Annual Meeting.
<PAGE>
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS
The following table sets forth information with respect to
stockholders who were known to the Company to own more than
five percent of the Common Stock and 7.25% Convertible
Preferred Stock of the Company as of March 31, 1994 (except as
indicated below).
<TABLE>
<CAPTION>
Name and address Amount and nature of Percent
of beneficial owner beneficial ownership of class
___________________ ____________________ ________
COMMON STOCK:
<S> <C> <C>
Brion G. Wise 3,964,430 15.4%
12200 N. Pecos St.
Denver, Colorado 80234
Ward Sauvage 3,304,576 (1) 12.9
Box 132
Oberlin, Kansas 67749
Dean Phillips 1,822,825 (2) 7.1
524 N. 30th St.
Quincy, Illinois 62301
FMR Corp. 1,621,835 (3) 6.3
82 Devonshire Street
Boston, Massachusetts 02109
Merrill Lynch & Co., Inc. 1,565,700 (3) 6.1
World Financial Center
North Tower
250 Vesey Street
New York, New York 10281
Roswitha M. Stonehocker 1,543,082 (4) 6.0
15600 Holly
Brighton, Colorado 80601
Walter L. Stonehocker 1,415,262 (4) 5.5
15600 Holly
Brighton, Colorado 80601
7.25% CONVERTIBLE PREFERRED STOCK:
The 1818 Fund, L.P. 400,000 (5) 100.0
c/o Brown Brothers Harriman & Co.
59 Wall Street
New York, New York 10005
_____________________________
(Footnotes on following page)
</TABLE>
<PAGE>
1. Includes 2,252,576 shares of Common Stock held by Sauvage Gas
Company owned 48.99% by the Ward Sauvage Trust #1, 48.37% by the
Janice Sauvage Trust #1 and 2.64% by Mr. Sauvage's children and
1,010,000 shares of Common Stock held by Sauvage Gas Service
Corporation, 100% of which is owned by Mr. Sauvage's wife
and children. Also includes 15,000 shares of Common Stock held
by Mr. Sauvage's children and 27,000 shares of Common Stock
held by Sauvage Gas Co., Inc. Employee Trust.
2. Includes 7,100 shares of Common Stock held by Mr. Phillips'
wife.
3. Amount and nature of beneficial ownership is at December 31,
1993 as reported in the applicable Schedule 13G and includes
shares held by subsidiaries and affiliates. The percent of
class was calculated using total shares outstanding at December
31, 1993.
4. Includes 127,820 shares of Common Stock held by the WGP
Trust, of which Mrs. Stonehocker is the trustee, 3,183 shares
of Common Stock held by a son directly and through 10% or more
ownership in a partnership and 26,500 shares of Common Stock held
by Mr. and Mrs. Stonehocker as tenants-in-common.
5. The 7.25% Convertible Preferred Stock is convertible into
2,090,000 shares of Common Stock. In addition, The 1818
Fund, L.P. directly owns 300,000 shares of Common Stock. The
1818 Fund, L.P.'s total holdings, assuming full conversion, would
equal 9.3% of the Company's Common Stock.
PROPOSAL ONE
ELECTION OF DIRECTORS
The Company's Certificate of Incorporation establishes three
classes of directors, each serving a three-year term ending in
a successive year. There are three Class Two directors whose
terms expire this year: Bill M. Sanderson, Ward Sauvage and
Walter F. Imhoff.
The Board has nominated Messrs. Sanderson and Sauvage for
re-election as Class Two directors. The Board has nominated
Joseph E. Reid, an oil and gas consultant unaffiliated with
the Company, for election as a Class Two Director. The terms
of these Class Two directors, if elected, will expire on the
date of the Company's Annual Meeting of Stockholders in 1997,
or at such time as their successors are elected and qualified.
Directors shall be elected by a plurality of the votes cast
in the election of directors. Under applicable Delaware law,
in tabulating the vote, abstentions and broker non-votes will be
disregarded and will have no effect on the outcome of the vote.
If any of the nominees is not elected or is unable to
serve (although such a contingency is not expected), the
remaining Board members may elect a substitute or, alternatively,
may reduce the size of the Board, all in accordance with the
Company's Bylaws.
<PAGE>
The current directors, including the nominees for re-election
or election, as the case may be, are described under the caption
"DIRECTORS AND EXECUTIVE OFFICERS."
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR THE INDIVIDUALS NOMINATED BY THE BOARD OF DIRECTORS.
Proxies solicited by the Board of Directors will be so voted
unless stockholders specify to the contrary in their proxies.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Board of Directors held six meetings during
1993. Each director attended at least 75 percent of the
total number of meetings of the Board of Directors and its
committees on which such director served during his tenure.
The Company has an Audit Committee and a Compensation Committee
composed of Messrs. Robinson and Senty, who are not officers or
employees of the Company. The functions of the Audit Committee
include recommendation of the independent accountants for
selection by the Board of Directors, review of the
arrangements and scope of the independent accountants' audit,
review of the findings and recommendations of the independent
accountants concerning internal accounting procedures and
controls, review of professional services rendered by the
independent accountants, including costs and related fees, and
review of the independence of the independent accountants in
regard to the Company and its management. The Audit Committee
held two meetings during 1993. The function of the
Compensation Committee is to provide the Board of Directors with
information regarding the compensation packages provided to
executives at companies the committee deems comparable to
the Company. The Compensation Committee held three meetings
in 1993. The Company's Executive Committee is composed of
Messrs. Wise and Sanderson. The Executive Committee may
exercise all the power and authority of the Board of
Directors in the management of the business affairs of the
Company between meetings of the Board of Directors, subject to
certain limitations. The Executive Committee held 12 meetings
in 1993.
<PAGE>
REMUNERATION OF DIRECTORS
Directors who are also full-time employees of the Company
receive no fees or remuneration for services as members of
the Board of Directors. Non-employee directors receive
annual fees of $17,500 each, payable in quarterly
installments, with no additional fees for serving on the Audit
Committee.
Walter L. Stonehocker, Dean Phillips and Ward Sauvage,
directors of the Company, entered into consulting agreements
with the Company for a one year period commencing on January 1,
1993. Each received total compensation of $100,000 for
consulting services relating to the evaluation of potential
acquisitions, analysis of the Company's marketing strategies
and such other matters as determined by the Company's Board of
Directors. These consulting agreements have not been renewed.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding the
beneficial ownership of the Company's directors and named
executive officers and by all directors and executive
officers as a group, of the Company's Common Stock, $2.28
Preferred Stock and $2.625 Convertible Preferred Stock as of
March 31, 1994. No director or executive officer owns any
shares of 7.25% Convertible Preferred Stock.
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership Percent of Class
________________________________ ________________________
$2.625 $2.625
Convert- Convert-
$2.28 ible $2.28 ible
Pre- Pre- Pre- Pre-
Name of Common ferred ferred Common ferred ferred
Beneficial Owner Stock Stock Stock Stock Stock Stock
_________________ __________ ______ ______ ____ ____ ____
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Brion G. Wise 3,964,430 800 - 15.4 % * % * %
Ward Sauvage 3,304,576 (1) - - 12.9 * *
Walter L. Stonehocker 2,800,841 (2) 14,000 30,000 10.9 1.0 1.1
Dean Phillips 1,822,825 (3) - - 7.1 * *
Bill M. Sanderson 782,235 (4) - - 3.0 * *
Richard B. Robinson 9,300 (5) 1,000 - * * *
Walter F. Imhoff 5,100 - - * * *
James A. Senty 4,920 (6) - - * * *
Walter W. Grist - - - * * *
Joseph E. Reid - - - * * *
Lanny F. Outlaw 44,000 - - * * *
John F. Neal(7) 39,750 1,000 - * * *
Gary W. Davis 27,215 (8) 1,000 (8) - * * *
John C. Walter 26,244 - - * * *
Directors and Executive
Officers as a Group 12,864,191 18,200 30,000 50.1 1.3 1.1
______________
* Less than 1%
(Footnotes on following page)
</TABLE>
<PAGE>
1. Includes 2,252,576 shares of Common Stock held by Sauvage Gas
Company owned 48.99% by the Ward Sauvage Trust #1, 48.37% by the
Janice Sauvage Trust #1 and 2.64% by Mr. Sauvage's children and
1,010,000 shares of Common Stock held by Sauvage Gas Service
Corporation, 100% of which is owned by Mr. Sauvage's wife
and children. Also includes 15,000 shares of Common Stock
held by Mr. Sauvage's children and 27,000 shares of Common
Stock held by Sauvage Gas Co., Inc. Employee Trust.
2. Includes 1,385,579 shares of Common Stock held by Mr.
Stonehocker's wife, 127,820 shares of Common Stock held by
the WGP Trust, of which Mrs. Stonehocker is the trustee,
3,183 shares of Common Stock held by a son directly and through
10% or more ownership in a partnership and 26,500 shares of
Common Stock held by Mr. and Mrs. Stonehocker as
tenants-in-common.
3. Includes 7,100 shares of Common Stock held by Mr. Phillips'
wife.
4. Includes 2,604 shares of Common Stock held by Mr.
Sanderson's wife and 150,542 shares of Common Stock held by
the Sanderson Stock Trust, of which Mr. Sanderson's wife is the
trustee.
5. Includes 6,000 shares of Common Stock held by the Lentz,
Evans & King Pension Fund, for the benefit of Mr. Robinson,
1,000 shares owned directly by Mr. Robinson's wife and 800 shares
of Common Stock held by Mr. Robinson and his wife as custodians
for their minor children.
6. Includes 900 shares of Common Stock held by Mr. Senty's
wife as custodian for their children and 1,820 shares of Common
Stock owned directly by Mr. Senty's wife.
7. Mr. Neal served as Vice President-Pipelines and Gas Marketing
through October 1, 1993, after which time he became a Vice
President who performs special projects for the President. Mr.
Neal has not been an executive officer since October 1, 1993.
8. Includes 9,997 shares of Common Stock and 1,000 shares of
$2.28 Preferred Stock held by Mr. Davis' wife and 15,418 shares
of Common Stock held as tenants-in-common.
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is certain information concerning the
directors and executive officers of the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <S>
Brion G. Wise 48 Chairman of the Board and Chief
Executive Officer(1)(4)
Bill M. Sanderson 64 President, Chief Operating Officer and
Director(2)(4)
Walter L. Stonehocker 69 Vice Chairman of the Board(3)
Dean Phillips 62 Director(3)
Richard B. Robinson 45 Director(1)(5)(6)
Ward Sauvage 68 Director(2)
James A. Senty 58 Director(3)(5)(6)
Walter F. Imhoff 62 Director(2)
Walter W. Grist 53 Director(3)
Joseph E. Reid 64 Director(7)
Dale Burford 52 Vice President-Mid-Continent Region
John F. Chandler 37 Vice President-Pipelines and Gas
Marketing
Gary W. Davis 37 Vice President-Southern Region
Jeffrey E. Jones 41 Vice President-Production
William J. Krysiak 33 Vice President-Controller
Lanny F. Outlaw 58 Vice President-Business Development and
Rocky Mountain Region
John C. Walter 48 Vice President-General Counsel and
Secretary
(1) Class One Director; term expires in 1996.
(2) Class Two Director; term expires in 1994.
(3) Class Three Director; term expires in 1995.
(4) Member of the Executive Committee.
(5) Member of the Audit Committee.
(6) Member of the Compensation Committee.
(7) Is nominated for election as a Class Two Director.
MR. WISE, a founder of the Company in 1971, has served as
Chairman of the Board of Directors since July 1987, a member of
the Executive Committee since December 1989, Chief Executive
Officer since December 31, 1986 and President from 1971 through
1986. He was a gas processing engineer with Shell Oil
Company from 1967 until the organization of the Company.
Mr. Wise received his Bachelor of Science Degree in Chemical
Engineering from Washington State University.
MR. SANDERSON has served as a director of the Company since
July 1987, a member of the Executive Committee since December
1989, President since December 31, 1986, Chief Operating Officer
since May 1986 and Senior Vice President from 1981 through
1986. He worked in various capacities for Shell Oil Company
in its exploration and production department from 1960 to
1981, including an assignment in Venezuela and an assignment for
five years in London with oil and gas production
responsibilities during North Sea development. Mr. Sanderson
received his Bachelor of Science Degree, cum laude, in Chemical
Engineering from Texas Tech University.
<PAGE>
MR. STONEHOCKER, a founder of the Company in 1971, has served as
Vice Chairman of the Board since July 1992, as a director
since July 1987, a member of the Executive Committee from
December 1989 to July 1992, Senior Vice President from January
1985 to July 1992 and Vice President from 1971 to 1985. Mr.
Stonehocker has had farming operations in Colorado for over
forty years. In addition, he has been active as a lobbyist for
the oil and gas industry in various western states.
MR. PHILLIPS, a director of the Company since July 1987, has
been engaged in the wholesale and retail distribution of
natural gas liquids since 1956. Mr. Phillips also serves as
an officer and director of several banking institutions in
Missouri and Illinois.
MR. ROBINSON, a director of the Company since July 1987, has
served as a member of the Audit Committee since May 1988 and
as a member of the Compensation Committee since September 1993.
Mr. Robinson has been a member of the law firm of Lentz, Evans
and King P.C. and an adjunct professor at the University of
Denver College of Law since 1980. He has represented the Company
since 1977 with respect to tax, corporate and partnership law
matters. Mr. Robinson received his Juris Doctor Degree from the
University of Denver and his LL.M. in Taxation from New York
University.
MR. SAUVAGE, a director of the Company since July 1987, has
been engaged in the wholesale and retail distribution of
natural gas liquids since 1949.
MR. SENTY, a director of the Company since July 1987, has
served as a member of the Audit Committee since May 1988 and as
a member of the Compensation Committee since September 1993.
Mr. Senty has been engaged in the wholesale and retail
distribution of natural gas liquids since 1960. He has owned
certain banking interests since 1976 and currently serves as
Chairman of the Board of The Park Bank, an independent state
chartered bank in Wisconsin, and is a director and Senior
Vice President of MNIC Companies, the parent organization of
several insurance companies in Wisconsin.
MR. IMHOFF, a director of the Company since May 1991, has
been engaged in the investment banking business since 1955,
and in 1960 he co-founded the firm known today as Hanifen,
Imhoff Inc. of which he is the Chief Executive Officer and
Chairman of the Board. He is also the Chairman of the Board of
Trustees for Hanifen, Imhoff Colorado Bond Shares, a registered
mutual fund. Mr. Imhoff received his Bachelor of Science Degree
in Business Administration in 1955 from Regis College. He is
past Chairman of the Regis University Governing Board of
Trustees, on which he still serves, and also serves on the
Board of Trustees of the Loretto Heights College Endowment
Trust Fund. Mr. Imhoff is not standing for re-election.
MR. GRIST, a director of the Company since November 1991, has
been employed for over 30 years by Brown Brothers Harriman &
Company, a private investment and banking firm in New York
City. His current position is Senior Manager, Corporate
Finance Department. Mr. Grist holds a Bachelor of Science
degree in Business Administration from New York University.
MR. REID, is being nominated for election as a director of the
Company. Mr. Reid has been involved in the oil and gas
business since 1956, and since 1987 has been an independent
Oil and Gas Consultant. From 1984 to 1986 he served as
President and Chief Executive Officer of Meridian Oil, from 1982
to 1984 as an independent Oil and Gas Consultant and from 1978
to 1982 as President and Chief Executive Officer of Superior
Oil Company. Mr. Reid also serves as a director for Riverway
Bank, Cliffs Drilling Co., Great Western Resources and Edisto
Resources. He received his M.B.A. from the Harvard Graduate
School of Business and his Bachelor of Science Degree from
Louisiana State University.
<PAGE>
MR. BURFORD, Vice President-Mid-Continent Region since October
1993, served as Vice President-Operations from January 1985 to
October 1993 and served in other capacities with the Company from
April 1982 to January 1985. From 1966 to 1982, he was employed
by Cities Service Oil Company where he served in various
management positions in the processing and mining divisions.
Mr. Burford holds a Bachelor of Science Degree in Mechanical
Engineering from the University of Missouri.
MR. CHANDLER, Vice President-Pipelines and Gas Marketing since
October 1993, has been employed by the Company since 1984, most
recently as Manager of Business Development. Mr. Chandler
received his Bachelor of Science Degree in Engineering from
the South Dakota School of Mines and Technology.
MR. DAVIS, Vice President-Southern Region since October
1993, served as Vice President-Engineering/Environmental from
January 1985 to October 1993 and has been an engineer with the
Company since June 1980. From 1978 to 1980, he was employed
by Marathon Oil Company as a plant engineer. Mr. Davis received
his Bachelor of Science Degree in Chemical and Petroleum
Engineering from the Colorado School of Mines.
MR. KRYSIAK, Vice President-Controller since October 1993, has
been employed by the Company since 1985, most recently as
Corporate Controller. Mr. Krysiak is the principal financial
and accounting officer of the Company. He received his Bachelor
of Science Degree in Business Administration from Colorado State
University and is a Certified Public Accountant.
MR. JONES, Vice President-Production since October 1993, has
been employed by the Company since 1989, most recently as
Production Manager. From 1987 to 1989, Mr. Jones was an
independent Oil and Gas Consultant. Mr. Jones received a
Bachelor of Science Degree in Psychology from Colorado College
and a Bachelor of Science Degree in Mechanical Engineering from
the University of Colorado.
MR. OUTLAW, Vice President-Business Development and Rocky
Mountain Region since October 1993, served as Vice
President-Business Development from August 1987 to
October 1993 and worked for Shell Oil Company from 1958
to 1987 in various engineering management positions within
the exploration and production department. In his last
position at Shell Oil Company, he was in charge of gas
processing business development. Mr. Outlaw received his
Bachelor of Science Degree in Engineering from the South
Dakota School of Mines and Technology.
MR. WALTER, Vice President-General Counsel since May 1988,
served as Corporate Counsel from May 1986 to May 1988 and Land
Manager from 1982 to May 1986. Mr. Walter received his Bachelor
of Arts Degree in Economics and Juris Doctor Degree from the
University of Colorado.
Section 16(a) of the Securities Exchange Act of 1934 and the
related regulations require the Company's directors, executive
officers and persons who own more than ten percent of the
Company's Common Stock to file with the Securities and
Exchange Commission and the New York Stock Exchange initial
reports of their beneficial ownership and reports of any
changes in their beneficial ownership of the Company's
Common Stock and other equity securities of the Company. In
addition, such persons are required to furnish the Company with
copies of all such filings.
To the Company's knowledge, based solely upon a review of the
copies of such reports furnished to the Company and written
representations that no other reports were required during the
fiscal year ended 1993, all Section 16(a) filing requirements
applicable to its directors, executive officers and ten
percent beneficial owners were complied with.
<PAGE>
TRANSACTIONS WITH AFFILIATES
During July 1990, the Company loaned Mr. Sanderson $748,000
to purchase 294,524 shares of Common Stock in the Company.
The largest aggregate amount of such indebtedness outstanding
during 1993 was $748,000, and the rate of interest charged
Mr. Sanderson by the Company was equal to the interest rate
paid by the Company on its Revolving Credit Facility, which
was 4.1% at December 31, 1993. Interest was payable annually
on December 31 during the term of the loan with all unpaid
principal and interest due and payable on January 1, 1996. In
February 1994, Mr. Sanderson repaid the loan in full and all
accrued interest by surrendering 25,016 shares of the Company's
Common Stock, which were valued at $31.50 per share based upon
the February 22, 1994 closing price.
The Company has entered into agreements with key employees
including each of its executive officers, other than Mr. Wise
and Mr. Sanderson, which commit the Company to loan an amount
sufficient to exercise their respective stock options as each
portion of their stock options vests under the Key Employees
Incentive Stock Option Plan and the Employee Option Plan. The
Company will forgive the loan and accrued interest if the
executive officer has been continuously employed by the Company
for periods specified under the agreements. At December 31,
1993, loans to certain key employees totaling $1,075,421
relating to 125,402 options were outstanding as follows:
Lonnie R. Brock, $163,575 related to 18,000 options; Dale
Burford, $182,216 related to 21,452 options; Gary W. Davis,
$176,816 related to 20,452 options; John F. Neal, $194,625
related to 23,750 options; Lanny F. Outlaw, $194,625 related to
23,750 options; and John C. Walter, $163,564 related to 17,998
options. Effective January 31, 1994 principal and accrued
interest related to the loan extended to Lonnie R. Brock in
the amount of $180,563 were forgiven following his
resignation as an employee of the Company.
Richard B. Robinson, a director of the Company, is a member of
the law firm of Lentz, Evans and King P.C., which has represented
the Company in certain tax, corporate and partnership law
matters since 1977. Walter L. Stonehocker, Dean Phillips and
Ward Sauvage, directors of the Company, entered into
consulting agreements with the Company for a one year period
commencing on January 1, 1993. Each received total
compensation of $100,000 for consulting services relating to
the evaluation of potential acquisitions, analysis of the
Company's marketing strategies and such other matters as
determined by the Company's Board of Directors. These consulting
agreements have not been renewed.
During the year ended December 31, 1993, the Company sold
propane to and leased rail cars from an affiliate of James A.
Senty, a director of the Company, for total payments of
approximately $1.5 million. During the year ended December 31,
1993, the Company leased rail cars from an affiliate of Ward
Sauvage, a director of the Company, for total payments of
approximately $210,000. During the year ended December 31,
1993, the Company leased rail cars from an affiliate of Dean
Phillips, a director of the Company, for total payments of
approximately $160,000. These transactions were all entered
into by the Company in the ordinary course of its business,
on an arm's length basis.
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
COMPENSATION COMMITTEE
In 1993, the Board of Directors created a committee,
designated the "Compensation Committee," consisting of
Richard Robinson and James Senty,neither of whom are
officers of the Company. The purpose of the Compensation
Committee is to provide the Board of Directors with information
regarding the compensation packages provided to executives at
companies the committee deems comparable to the Company.
The Compensation Committee retained the services of an outside
compensation consultant and various employees of the Company
to assist it in gathering the necessary information. The
Compensation Committee presented the information it obtained to
the Board of Directors, and to Mr. Bill Sanderson, President
of the Company. In addition, the outside compensation
consultant made a presentation to the Board.
After considering the information provided by the Compensation
Committee, Mr. Bill Sanderson, President of the Company, made
a recommendation to the Board of Directors, with respect to
the total compensation package for all of the Company's executives
except his own compensation and the compensation of John Neal,
which is subject to a contractual arrangement described below.
Mr. Sanderson considered the following factors in preparing his
recommendation: (i) performance of the Common Stock; (ii)
changes in the Company's cash flow from operations; (iii)
anticipated future performance of the Common Stock price and
anticipated future cash flow increases relating to
significant transactions completed during the year, such as
major acquisitions, that are not yet reflected in stock price
or cash flow; and (iv) the extent to which the individual
officer contributed to the Company's success. In making his
recommendation to the Board of Directors, Mr. Sanderson gave the
greatest weight to the performance of the Common Stock.
The Board of Directors, after considering the information
presented, adopted Mr. Sanderson's recommendation.
Mr. Brion Wise, the Chief Executive Officer and a Director,
made the recommendation with respect to Mr. Sanderson's
compensation. In determining Mr. Sanderson's total
compensation, the Board considered all of the information
provided by the Compensation Committee and Mr. Wise's
recommendation. The Board adopted Mr. Wise's recommendation.
COMPENSATION OF EXECUTIVE OFFICERS
The annual compensation of the executive officers,
including the officers specifically named in the Summary
Compensation Table in this Proxy Statement (the "Named
Officers"), consists primarily of a base salary and an annual
bonus. The Named Officers had previously been granted options
under the Company's Key Employees' Incentive Stock Option Plan
(which is described more fully in the section entitled "Stock
Option Plans") and were not granted any additional options
in 1993. In 1993, the Company granted options three other
executive officers to purchase shares Company's Common Stock
pursuant to the Company's Key Employees' Incentive Stock Option
Plan. In addition to base salary and annual bonus, the executive
officers participate in the Company's Profit Sharing Plan (which
is described more fully in the section entitled "Profit Sharing
Plan").
The Board of Directors believes that options for the Company's
Common Stock are an important element of the executive
officers' compensation package and aid in the objective of
aligning the executive officers' interest with those of the
stockholders and giving the executive officers a direct stake
in the performance of the Company.
<PAGE>
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The annual compensation of Mr. Brion Wise, the Company's Chief
Executive Officer, consists primarily of base salary and annual
bonus. Mr. Sanderson, after discussion with Mr. Wise, made a
recommendation to the Board of Directors regarding Mr. Wise's
compensation. Mr. Wise's base salary has remained constant at
approximately $75,000 per year for each of the last four fiscal
years. At March 31, 1994, Mr. Wise owned 3,964,430 shares of
Common Stock and 800 shares of $2.28 Preferred Stock. As a
result of such ownership, Mr. Wise receives substantial
dividends from the Company. Because of these substantial
dividends, the Board of Directors and Mr. Wise do not
believe that it is necessary to increase Mr. Wise's base
salary. Mr. Wise does receive an annual bonus that, like those
of the executive officers, is related to an evaluation of the
services provided by him and the Company's performance.
Because Mr. Wise already holds a significant number of shares of
Common Stock, the Board of Directors believes his interests
are already strongly tied to those of its stockholders and
he is therefore not eligible for awards under the Company's
various stock option plans. He is, however, entitled to
participate in the Company's Profit Sharing Plan.
CONTRACTUAL ARRANGEMENTS
The Board of Directors has authorized the President to
negotiate employment agreements with each of the executive
officers of the Company.
Effective October 1, 1993, the Company entered into an
Employment Agreement with John Neal (the "Employment
Agreement"). Mr. Neal has been an officer of the Company
since 1988. The term of the Employment Agreement is from
October 1, 1993 through December 31, 1996, during which time Mr.
Neal's salary and bonus will remain the same as the salary and
bonus he earned during the year ended December 31, 1993.
Pursuant to the Employment Agreement, Mr. Neal performs such
services as may be assigned to him, from time-to-time, by
the Company's President. Mr. Neal has not been an executive
officer since October 1, 1993.
March 31, 1994
Compensation Committee
Richard Robinson
James A. Senty
<PAGE>
COMPENSATION COMMITTEE INTER-LOCK AND INSIDER PARTICIPATION
The Compensation Committee consists of Mr. Richard Robinson
and Mr. James Senty. Neither member of the Compensation
Committee has been an officer or employee of the Company. Mr.
Robinson is a member of the law firm of Lentz, Evans and King
P.C., which has represented the Company in certain tax,
corporate and partnership law matters since 1977. Mr. Senty is
an affiliate of a company to whom the Company sells propane and
from whom the Company leases rail cars. All such
transactions were entered into by the Company in its ordinary
course of business, on an arm's length basis. For the year
ended December 31, 1993, the total amount of all such
transactions was approximately $1.5 million.
EXECUTIVE COMPENSATION
The following table sets forth information regarding compensation
paid by the Company in each of the last three years to the
Chief Executive Officer, to each of the four most highly
compensated executive officers and to one individual for whom
disclosure would have been required if that individual had been
serving as an executive officer at December 31, 1993.
</TABLE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE(4)
Annual
Compensation(1)(2)
__________________
All Other
Compen-
Name and Principal Position Year Salary($) Bonus($) sation(3)
___________________________ ____ ________ ________ ________
<S> <C> <C> <C> <C>
Brion G. Wise 1993 $ 75,000 $100,000 $ 6,790
Chairman of the Board and 1992 75,450 100,000 6,790
Chief Executive Officer 1991 75,450 100,000 6,790
Bill M. Sanderson 1993 285,012 200,000 21,624
President and Chief 1992 260,000 325,000 22,779
Operating Officer 1991 220,000 300,000 21,919
Lanny F. Outlaw 1993 150,000 75,000 14,100
Vice President - Business 1992 140,000 100,000 14,782
Development and Rocky 1991 123,000 100,000 12,300
Mountain Region
John C. Walter 1993 138,404 75,000 12,077
Vice President - General 1992 125,000 100,000 12,812
Counsel and Secretary 1991 100,000 105,000 10,250
Gary W. Davis 1993 136,000 75,000 12,127
Vice President - Southern 1992 125,000 100,000 13,432
Region 1991 100,000 100,000 10,757
John F. Neal(5) 1993 141,000 140,000 12,608
1992 130,000 140,000 13,882
1991 110,000 140,000 12,019
____________________________
(Footnotes on following page)
</TABLE>
<PAGE>
1. Amounts shown set forth all cash compensation earned by
each of the six named individuals in the years shown.
2. While each of the six named individuals received perquisites
or other personal benefits in the years shown, in accordance
with applicable regulations, the value of these benefits is not
indicated since they did not exceed in the aggregate the lesser
of $50,000 or 10% of the individual's salary and bonus in any
year.
3. Amounts shown set forth the Company's contribution to
each of the six named individuals' Profit Sharing Plan
accounts.
4. The columns for Other Annual Compensation and Long Term
Compensation Awards and Payouts have been omitted in
accordance with the applicable rules as no such
compensation has been awarded, earned or paid to any of the six
named individuals.
5. Mr. Neal served as Vice President-Pipelines and Gas Marketing
through October 1, 1993, after which time he became a Vice
President who performs special projects for the President. Mr.
Neal has not been an executive officer since October 1, 1993.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
The following table provides information with respect to the
stock options exercised during the year ended December 31, 1993
and the value as of December 31, 1993 of unexercised
in-the-money options held by the Chief Executive Officer, each
of the four most highly compensated executive officers and
to one individual for whom disclosure would have been
required if that individual had been serving as an
executive officer at December 31, 1993. The value realized
on the exercise of options is calculated using the difference
between the option exercise price and the fair market value of
the Company's Common Stock on the date of exercise. The value
of unexercised in-the-money options at year end is calculated
using the difference between the option exercise price and the
fair market value of the Company's Common Stock at December 31,
1993.
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised in-the-money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)
_____________ _____________
Shares
Acquired Exer- Unexer-
on Value cis- cis- Exer- Unexer-
Exercise Realized able able cisable cisable
________ ________ ____ ____ _______ _______
<S> <C> <C> <C> <C> <C> <C>
Brion G. Wise - - - - - -
Bill M. Sanderson - - - - - -
Lanny F. Outlaw(1) 6,250 $95,563 7,500 12,500 $205,125 $275,500
John C. Walter(2) 6,250 86,188 - 12,500 - 275,500
Gary W. Davis(3) 8,900 164,065 2,650 12,500 72,478 275,500
John F. Neal(4)(5) 10,000 166,406 3,750 12,500 102,563 275,500
____________________________
(Footnotes on following page)
</TABLE>
<PAGE>
1. Lanny F. Outlaw exercised options to purchase 6,250 shares
of Common Stock on January 4, 1993. The options exercised had
an exercise price of $10.71 per share and a fair market value of
$26.00 per share. In-the-money options at December 31, 1993
consisted of 7,500 options with an exercise price of $5.40
per share and 12,500 options with an exercise price of $10.71
per share all of which had a fair market value of $32.75 per
share.
2. John C. Walter exercised options to purchase 6,250 shares
of Common Stock on January 18, 1993. The options exercised
had an exercise price of $10.71 per share and a fair market
value of $24.50 per share. In-the-money options at December
31, 1993 consisted of 12,500 options with an exercise price of
$10.71 per share and a fair market value of $32.75 per share.
3. Gary W. Davis exercised options to purchase 2,650 shares of
Common Stock on May 12, 1993 and 6,250 shares of Common Stock
on January 4, 1993. The options exercised on May 12, 1993 had
an exercise price of $5.40 per share and a fair market value of
$31.25 per share, and the options exercised on January 4, 1993
had an exercise price of $10.71 per share and a fair market
value of $26.00 per share. In-the-money options at December
31, 1993 consisted of 2,650 options with an exercise price of
$5.40 per share and 12,500 options with an exercise price of
$10.71 per share all of which had a fair market value of $32.75
per share.
4. John F. Neal exercised options to purchase 3,750 shares of
Common Stock on January 13, 1993 and 6,250 shares of Common Stock
on January 5, 1993. The options exercised on January 13, 1993
had an exercise price of $5.40 per share and a fair market value
of $24.50 per share, and the options exercised on January 5,
1993 had an exercise price of $10.71 per share and a fair market
value of $25.875 per share. In-the-money options at December
31, 1993 consisted of 3,750 options with an exercise price of
$5.40 per share and 12,500 options with an exercise price of
$10.71 per share, all of which had a fair market value of $32.75
per share.
5. Mr. Neal served as Vice President-Pipelines and Gas Marketing
through October 1, 1993, after which time he became a Vice
President who performs special projects for the President. Mr.
Neal has not been an executive officer since October 1, 1993.
The Board of Directors did not approve the grant of any
additional stock options to the Named Officers in 1993.
STOCK OPTION PLANS
KEY EMPLOYEES' INCENTIVE STOCK OPTION PLAN
The Company's Key Employees' Incentive Stock Option Plan
provides for the grant to key employees of incentive stock
options to purchase Common Stock in order to increase such
employees' incentives to contribute to the Company's future
success and prosperity and to allow them to acquire a
proprietary interest in the Company. The Board is responsible
for administration of the plan and has reserved an aggregate of
250,000 shares of Common Stock for issuance under the plan.
The Board has full authority to determine the employees to be
granted options, the number and purchase price of the shares
covered by each option, the time or times at which options may be
exercised and other terms and conditions with respect to the
grant and exercise of the options. No option may be transferred
other than by will or the laws of descent and distribution
(only with respect to exercisable options) and, during the
lifetime of the
<PAGE>
optionee, the option may only be exercised by
him. To exercise an option, the option holder must be an
employee of the Company, both currently and for the entire
period since the date of the option, except that, upon
termination (except under certain circumstances), an optionee
may exercise any option for up to 180 days. The plan provides
that the option price per share of any option granted
thereunder may not be less than 100% of the fair market value of
a share of Common Stock on the date the option is granted. Any
option granted under the plan must be exercised within nine
years after the grant of the option. The option holders'
rights to purchase shares are cumulative over time. The Company
has entered into agreements committing the Company to loan to
each key employee, including the executive officers, an amount
sufficient to exercise their options as each portion of their
options vests. The Company will forgive the loan and
accrued interest if the employee has been continuously
employed by the Company for four years after the date of the
loan.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
The Company also has a Non-Employee Directors' Stock Option
Plan providing for the grant of options covering an
aggregate of 20,000 shares of Common Stock to non-employee
directors. The purpose of the plan is to enhance the Company's
ability to attract and retain the services of qualified
individuals to serve as its directors, providing such
directors with an increased incentive to contribute to the
Company's future success and prosperity and to allow them to
acquire a proprietary interest in the Company's business as well
as encouraging such directors to remain as directors of the
Company. All non-employee directors of the Company (other
than Messrs. Phillips, Stonehocker and Sauvage) from time to
time are eligible to be awarded shares of Common Stock under
the plan. The Board, which is responsible for administration of
the plan, may amend the plan, provided that no such amendment
may alter or impair an outstanding option, except under certain
limited circumstances.
The Board has full authority to determine the directors to be
granted options, the number and purchase price of the shares
covered by each option, the time or times at which options may be
exercised and other terms and conditions with respect to the
grant and exercise of the options; provided, however, that no
member of the Board has a right to vote or decide upon any
matter relating to himself or to his rights or benefits under
the plan. Participation in the plan does not confer any
right of continuation of service as a director of the Company.
No option may be transferred other than by will or the laws of
descent and distribution (only with respect to exercisable
options) and, during the lifetime of the optionee, the option may
only be exercised by him. To exercise an option, the option
holder must be a director of the Company, both currently and
for the entire period since the date of the option, except
that, upon termination of a director's service as such (except
under certain circumstances), such optionee may exercise any
option for up to 180 days. The plan provides that the option
price per share of any option granted thereunder may not be
less than 100% of the fair market value of the share of Common
Stock on the date the option was granted. No option granted
under the plan may be exercised prior to January 1, 1992.
Any option granted under the plan must be exercised within a
period of nine years after the grant of the option. The option
holders' rights to purchase shares are cumulative over time.
Options to purchase a total of 15,000 shares of Common Stock
were granted through December 31, 1993 under the plan, 5,000
to each of Messrs. Robinson, Senty and Imhoff, at per share
exercise prices ranging from $10.71 to $15.00. Each of these
options becomes exercisable as to 25% of the shares covered by
it on January 1 of each of 1992 through 1995.
<PAGE>
COMMON STOCK OPTION PLAN
Pursuant to the Company's restructuring in 1991 (the
"Restructuring"), the Company assumed the obligation of its
predecessor partnership (the "Partnership") under its Employee
Common Units Option Plan, which authorized the granting of
options to purchase common units in the Partnership to
employees of the Company. The plan has been amended to allow
each holder of existing options to exercise such options and
acquire one share of Common Stock for each common unit
they were entitled to purchase. The exercise price and all
other terms and conditions for the exercise of such options
issued under the amended plan were the same as under the
prior plan, except that the consummation of the Restructuring
accelerated the time after which portions of certain options may
be exercised because of certain prepayments made in connection
with the Restructuring. An aggregate of 430,000 shares of Common
Stock are reserved for issuance under the plan. The Board is
responsible for the administration of the plan and has full
authority, subject to the provisions of the plan, to
determine the employees to be granted options, the price and the
number of shares of Common Stock represented by each option,
the time or times at which options may be exercised, and other
terms and options under the plan. The Company believes that on
the date the options were granted such exercise prices were less
than the fair market value of the common units that could be
acquired thereunder. The option price per share of any
additional options granted under the plan, which may be less
than the fair market value of a share of Common Stock on the date
the option is granted, will be determined by the Board in its
discretion. Through December 31, 1993, the Board has granted
options under the plan to purchase shares of Common Stock at
$5.40 per share to a total of approximately 355 employees of
the Company. At December 31, 1993, approximately 415,000
options had vested and approximately 325,000 options had been
exercised. In February 1994, the Board of Directors
retroactively approved, adopted and ratified approximately 53,000
options which were granted to employees in excess of the
430,000 options originally authorized. No more options may be
granted under this plan. Options vest at the rate of 20% of
the shares subject to such option for each one year of
continuous service by such optionee commencing from the later of
(i) July 2, 1987 or (ii) the optionee's employment
commencement date. No option rights granted under the plan may
be transferred by an optionee other than by will or the laws
of descent (only with respect to exercisable options) and
distribution and, during the lifetime of an optionee, the
option may be exercised only by him. The Company has entered
into agreements committing the Company to loan to certain key
employees an amount sufficient to exercise their options,
provided that the Company will not loan in excess of 25% of the
total amount available to the employee in any one year. The
Company will forgive any loan and accrued interest on July 2,
1997, if the employee is then employed by the Company. As of
December 31, 1993, loans related to 162,998 options, totaling
$1.2 million, were extended under these terms.
1993 STOCK OPTION PLAN
The 1993 Stock Option Plan (the "1993 Plan") became effective on
May 24, 1993 after approval by the Company's stockholders. The
1993 Plan is intended to be an incentive stock option plan in
accordance with the provisions of Section 422 of the Internal
Revenue Code of 1986, as amended. The Company has reserved
1,000,000 shares of Common Stock for issuance upon exercise of
options under the 1993 Plan. The 1993 Plan will terminate on
the earlier of March 28, 2003 or the date on which all options
granted under the 1993 Plan have been exercised in full.
The Board of Directors of the Company will determine and
designate from time to time those employees of the Company to
whom options are to be granted. If any option terminates or
expires prior to being exercised, the shares relating to such
option shall be released and may be subject to reissuance
pursuant
<PAGE>
to a new option. The Board of Directors has the
right to, among other things, fix the price, terms and
conditions for the grant or exercise of any option. The purchase
price of the stock under each option shall be the fair market
value of the stock at the time such option is granted.
Options granted will vest 20% a year after the date of
grant. The employee must exercise the option within five
years of the date each portion vests. If an employee's
employment with the Company terminates, the employee may,
within the 60 day period immediately following such
termination of employment, but in no event later than the
expiration date specified in the option agreement, exercise
any options that have vested as of the date of such
termination. If employment terminates by reason of death
or disability, the employee (in the event of disability)
or the person or persons to whom rights under the option shall
pass by will or by the applicable laws of decent and
distribution (in the event of death), shall be entitled to
exercise 100% of the options granted regardless of the
employee's years of service; provided, however, that no such
option may be exercised after 180 days from the date of death
or termination of employment with the Company as a result of
disability. Through December 31, 1993, the Board of Directors
has granted approximately 384,000 options at exercise prices
ranging from $28.25 to $35.50 per share of common stock to
approximately 455 employees. No options granted under the 1993
Plan have vested.
<PAGE>
PERFORMANCE GRAPH SUBMITTED UNDER COVER OF FORM SE TO THE SECURITIES
AND EXCHANGE COMMISSION
<PAGE>
PROFIT SHARING PLAN
The Company's Profit Sharing Plan is administered by the Board.
All employees of the Company are eligible to participate in the
plan. Subject to certain restrictions, each participant may
elect to reduce his salary and have contributed monthly to the
plan on his behalf an amount which on an annual basis may not
exceed the lesser of 15% of his base compensation or $9,240
(adjusted in the future for cost-of-living increases). The
Company, following the later of (i) the date on which the
employee has completed six months of service or (ii) the date
on which the employee has completed 1,000 hours of service
during the first (or any subsequent) year of service, will
contribute to the accounts of participating employees an
amount matching 25% of the amount the participant has elected to
defer and have the Company contribute to the plan on his
behalf; however, the Company's matching contribution will not
exceed 1% of the participant's base compensation. In addition,
the Company may make annual contributions to the accounts of
each participant, as determined by the Board in its sole
discretion, in amounts ranging from 2.5% to 15% of the base
compensation of such participants. The assets of the plan are
held in trust for the participants by a trustee appointed by the
Board. The amounts in each participant's accounts are invested
in various alternative funds at the direction of the
participant. Participants may also invest their individual
retirement accounts in the trust fund of the plan. Participants
are entitled to receive, upon the earlier of their death,
disability or retirement at age 65, a full distribution of those
amounts credited to their respective accounts. The Company's
contributions and matching contributions under the plan become
vested at the rate of 20% after completion of two years of
service with an additional 20% vesting each year thereafter
until fully vested.
Participants are entitled to withdraw all or a portion of
amounts credited to their respective accounts in accordance with,
and subject to the penalties defined by, the rules of the plan
and applicable law.
INDEPENDENT ACCOUNTANTS
Price Waterhouse served as the Company's independent
accountants for 1993. A representative of Price Waterhouse
will be present at the Annual Meeting and will have an
opportunity to make a statement if he desires to do so and to
respond to appropriate questions.
STOCKHOLDER PROPOSALS
Any stockholder proposals to be considered for inclusion
in the Company's solicitation of proxies for the 1995 Annual
Meeting of Stockholders must be received by the Secretary of the
Company (at 12200 North Pecos Street, Denver, Colorado 80234)
no later than November 15, 1994.
OTHER BUSINESS
All items of business expected to be brought before the meeting
by management of the Company are set forth in this proxy
statement. Management knows of no other business
to be presented. If other matters of business not presently
known to management properly come before the meeting, it is
intended that the persons named in the proxies will have
discretionary authority to vote the shares thereby represented
in accordance with their best judgment.
<PAGE>
THE ENCLOSED PROXY SHOULD BE COMPLETED, DATED, SIGNED AND
RETURNED IN THE ENCLOSED POSTAGE-PAID ENVELOPE. PROMPT MAILING
OF THE PROXY WILL BE APPRECIATED.
By Order of the
Board of Directors,
WESTERN GAS RESOURCES, INC.
/s/ Signature
_____________
BRION G. WISE
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
Denver, Colorado
March 31, 1994
